BY-LAWS OF LITCHFIELD EDUCATION FOUNDATION, INC. Revision 8 - 5/21/07 ARTICLE I NAME The name of the corporation is Litchfield Education Foundation and shall be referred to in these Bylaws as “The Foundation.” ARTICLE II BOARD OF DIRECTORS Section 1.     Powers and Duties The Board of Directors shall have the power to amend The Foundation's Certificate of Incorporation. The Board of Directors shall have the responsibility for the entire management and control of the activities, affairs and property of The Foundation, including, but not limited to, participation in one or more of the committees or subcommittees of the Foundation. The Board of Directors is hereby vested with all the powers possessed by The Foundation itself, so far as this delegation of authority is not inconsistent with the laws of the State of Connecticut nor with the Certificate of Incorporation. Section 2.     Number and Composition The Board of Directors shall consist of not less than ten (10) and not more than thirty (30) elected Directors, each of whom shall be an individual who is active and diligent in meeting the obligations of a Director.  The main function of a Director is to encourage the improvement of public education and also to promote and support the welfare, success, and purposes of The Foundation. In addition to the elected Directors, the Superintendent of the Litchfield Public Schools, a representative of the Litchfield Board of Education and representatives from the Litchfield Parent Teacher Associations (PTO/STPC) shall be ex officio Directors.  The immediate past President of The Foundation shall also be an ex officio Director for the year following his/her term as President if they would otherwise not be a member of the board. Each ex officio Director shall have the right to appoint annually a designee to attend meetings on his/her behalf.  The name of the designee shall be submitted to the Secretary in writing at least ten (10) days prior to the annual meeting. Section 3.     Election and Nomination One-third of the Directors shall be elected by ballot at each annual meeting of the Board of Directors, except for the initial year, 2003-04 in which all members will take office concurrently.  The Directors who take office in the first year (2003-2004), one-third will serve for one year, one- third for two years and one-third for three years.  The nominating committee shall prepare a slate of Directors for election. This slate shall be mailed, or emailed to each Director by the Secretary at least thirty (30) days prior to the annual meeting of the Board of Directors.  Any two (2) Directors may make additional nominations by submitting such nomination(s) in writing to the Secretary at least twenty (20) days prior to the annual meeting.  The Secretary shall promptly give written or oral notice of any such additional nominations to each Director and shall give such notice in any event at least five (5) days prior to the annual meeting.  No additional nominations may be made at the annual meeting.  Directors shall take office immediately following the election. Section 4.     Terms Each Director shall be elected for a term of three years and shall hold office until a successor is duly elected and qualified.   Section 5.     Director Contributions Director contributions are mandatory as a condition of membership each year.  Amount of contribution is within the discretion of the individual Board Member.  Participation in fundraisers does not constitute fulfillment of the obligation for membership on the Board of Directors.  Suggested amount will be determined each year by the Executive Committee. ARTICLE III OFFICERS Section 1.     Designation of Officers The officers of The Foundation shall be a President, a Vice-President, a Secretary, and a Treasurer and such other officers as the Board of Directors may from time to time appoint.  The officers shall be chosen from among the elected Directors. Section 2.     Terms of Office The term of each elected officer shall be one year.   Section 3.     Election and Nomination Officers shall be elected at the June meeting following the annual meeting of the Board of Directors in May.  Officers shall take office at the close of the meeting at which they are elected.   The Nominating Committee shall prepare a slate of officers for election. This slate shall be mailed, or emailed to each Director by the Secretary at least thirty (30) days prior to the last full Board of Directors meeting of the fiscal year. Any two (2) Directors may make additional nominations by submitting such nomination(s) in writing to the Secretary at least twenty (20) days prior to the last full Board of Directors meeting of the fiscal year.  The Secretary shall promptly give written or oral notice of any such additional nominations to each Director and shall give such notice in any event at least five (5) days prior to the last full Board of Directors Meeting of the fiscal year.  No additional nominations may be made at the last full Board of Directors meeting of the fiscal year.  Officers shall take office at the first full Board of Directors Meeting of the following fiscal year (annual meeting). Section 4.     Eligibility of Officers All officers of The Foundation shall be Directors of the Foundation.  No person may hold more than one office at the same time. Section 5.     Duties of Officers President - The President shall be the chief executive officer of The Foundation, and, when present, shall preside at all meetings of the Board of Directors.  The President or Vice-President, unless some other person is specifically authorized by vote of the Board of Directors, shall sign all official or legal documents on behalf of The Foundation.  The President shall perform all the duties commonly incident to such office and shall perform such other duties as the Board of Directors shall designate.  The President shall be an ex-officio member of all committees of The Foundation other than any committee appointed to designate nominees for officers of The Foundation.  The President shall keep a record of Absentia votes. Vice-President - Except as specifically limited by vote of the Board of Directors, the Vice-President shall perform the duties and have the powers of the President during the absence or disability of the President and shall have in the absence or disability of the President, the power to sign all official or legal documents on behalf of The Foundation.  The Vice-President shall preside at all meetings of the Board of Directors if the President is not present.  The Vice-President shall perform such other duties and have such other powers as the Board of Directors shall designate. Secretary - The Secretary shall keep accurate minutes of all meetings of the Board of Directors and shall perform the duties commonly incident to such office, and shall perform such other duties and have such other powers as the Board of Directors shall designate.  In the Secretary's absence, another Director shall perform the Secretary's duties. Treasurer - The Treasurer, subject to the orders and direction of the Board of Directors, shall have the care and custody of the money, funds, accounts, valuable papers, and official or legal documents of The Foundation, and shall have and exercise, under supervision of the Board of Directors, all the powers and duties commonly incident to such office.  The Treasurer shall deposit all funds of The Foundation in such banks or trust companies, or with such firm or firms doing a bank business, as the Directors shall designate.  The Treasurer may endorse for deposit or collection all checks and notes payable to The Foundation and may accept drafts on behalf of The Foundation.  The Treasurer shall keep accurate books of account of The Foundation's transactions, including all income and expenses, which shall be the property of The Foundation and together with all its property in the Treasurer's possession, shall be subject at all times to the inspection and control of the Board of Directors.  The Treasurer shall prepare or arrange for the preparation of annual financial statements for the approval of the Board of Directors, which financial statements shall include a balance sheet and an accounting of The Foundation's income and expenses during the preceding year.  Such financial statements shall be audited annually by a qualified Auditor prior to final approval of the Board of Directors.  All checks, drafts, notes, or other obligations for the payment of money shall be signed by the Treasurer and President.  The Board of Directors may also in its discretion require, by general resolutions, that checks, drafts, notes, and other obligations for the payment of money shall be countersigned or registered as a condition to their validity by such officer or officers as shall be designated in such resolution. Section 6.     Duties of the Committee Chairs Finance Committee Chair - The chairperson shall direct the committee to administer funds for The Foundation.  It shall consider feasibility of project proposals, and make recommendations to the Bd. of Directors.  The committee will support and assist the Treasurer and the Finance Chairperson. The committee members will raise financial, in-kind and other resources for The Foundation. Project Committee Chair -  The chairperson shall direct the committee to identify and recommend qualified projects for which The Foundation may allocate available and appropriate financial resources or other resources, subject to approval by quorum of the Board of Directors.  It shall further be the responsibility of this committee to inform the Board of Directors of all projects that have been submitted to The Foundation requesting financial or other resources. Committee members will support the Projects Chairperson. Communication Committee Chair - The chairperson shall direct the committee to publicize and promote activities of The Foundation. It shall set up a nominating committee approximately 90 days prior to the expiration of the Bd. of Directors in order to present a timely slate of officers for action by the Board of Directors. The Communication Chairperson will oversee the distribution of minutes and newsletter, recruitment of new Directors, compilation of member directory, as well as other membership and publicity activities as needed. ARTICLE IV RESIGNATIONS AND VACANCIES Section 1.     Resignations or Removal Any Director or officer of The Foundation may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of The Foundation.  Any such resignation shall take effect at the time specified therein. Any Director who misses two regular meetings of the Board of Directors in one fiscal year may be asked in writing by the President to resign.  If the Director fails within thirty (30) days thereof to submit a written resignation, the Director shall be deemed to have resigned. Any Director whose conduct is otherwise detrimental to The Foundation may be removed by vote of the Board of Directors at any meeting upon vote of two-thirds (2/3) of the Directors present and voting.  Notice of the proposed removal shall be given to the Director in question at least ten (10) days prior to the meeting at which the matter will be voted upon by the Board of Directors. Section 2.     Vacancies Any vacancy occurring in the position of Director or officer may be filled at any meeting of the Board of Directors by a majority vote of the Directors then in office, provided that the name of any candidate has been presented (a) by the Nominating Committee or by any two (2) Directors at a previous meeting of the Board or (b) by the Nominating Committee or by any two (2) Directors through written notification to each Director at least ten (10) days in advance of the meeting.  A person elected to fill a vacancy as Director or officer shall be elected for the unexpired term of the predecessor.  Any person elected to fill an unexpired term as Director who serves more than one year of that term shall be considered to have served a full term. ARTICLE V COMMITTEES Section 1.     Appointment The Board of Directors may provide for the appointment of various committees of the Board of Directors and shall delineate the duties of such committees.  Such committees may be Standing Committees or Special Committees, as the Board of Directors may designate.  All such committees may include members of the Board of Directors and persons who are not members of the Board of Directors, provided that at least one member of the Board of Directors shall serve on any such committee. Section 2.     Standing Committees Notwithstanding the foregoing, there shall be at all times the following Standing Committees: Executive Committee - This committee shall consist of the Officers of The Foundation designated in Article III, Sections 5 and 6 above. This committee shall develop and administer programs to carry out the purposes of The Foundation. Finance Committee - This committee shall administer funds for The Foundation.   It shall consider feasibility of project proposals, and make recommendations to the Bd. of Directors. The committee will support and assist the Treasurer and the Finance Chairperson. The committee members will raise financial, in-kind and other resources for The Foundation. Project Committee - This Committee shall identify and recommend qualified projects for which The Foundation may allocate available and appropriate financial resources or other resources, subject to approval by quorum of the Board of Directors.  It shall further be the responsibility of this committee to inform the Board of Directors of all projects that have been submitted to The Foundation requesting financial or other resources. Committee members will support the Projects Chairperson. Communication Committee - This Committee shall publicize and promote activities of The Foundation. It shall set up a nominating committee approximately 90 days prior to the expiration of the Bd. of Directors in order to present a timely slate of officers for action by the Board of Directors. The Communication Chairperson will oversee the distribution of minutes and newsletter, recruitment of new Directors, compilation of member directory, as well as other membership and publicity activities as needed. Nominating Sub-Committee - This sub-committee of the Communications Committee (including members from the Project and Finance Committees) shall recommend qualified candidates for consideration as members and officers of the Board of Directors.  The committee shall meet annually, no less than 90-days before the expiration of Board of Directors terms in order to present a timely slate of officers for action by the Board of Directors. ARTICLE VI MEETINGS Section 1.     Regular Meetings of the Board The full Board of Directors shall meet quarterly during each calendar year.  Reasonable notice of the date, time, and place of each such meeting shall be given to each Director by mail, email, telephone, telefax, or personally a minimum of ten (10) days prior to the meeting.   There must be a quorum at all regular meetings of the Board of Directors. Section 2.     Special Meetings Special meetings of the Board of Directors may be called by the President and shall be called by the Secretary upon receipt of written request of three (3) elected Directors stating the purpose of such meeting.  Reasonable notice of the date, time, place, and purpose of each such meeting shall be given to each Director by mail, email, telephone, telefax, or personally a minimum of five (5) days prior to the meeting with a statement of purpose for the meeting.  In the event of an emergency meeting notice must be given to each Director by mail, email, telephone, telefax or personally a minimum of 48 hours prior to the meeting with a statement of purpose for the meeting. Section 3.     Annual Meeting of the Board of Directors The annual meeting of the Board of Directors shall generally be held in May of each year.  Notice of the date, time and place of the annual meeting shall be given to each Director by mail, email, telephone, telefax or personally at least thirty (30) days prior to the meeting. Section 4.     Waiver of Notice No notice of a subsequent Directors' meeting need be given to any Director who attends such meeting where the notice was given in person or to any one who waives such notice in writing as executed and filed with the Secretary of the Foundation, either before or after such meeting.  All waivers shall be made part of the minutes of the meeting. Section 5.     Director Participation in Meeting by Telephone or Other Electronic Media A Director or a member of a committee of the Board of Directors may participate in a meeting of the Board of Directors or of such committee by means of conference telephone or similar video or satellite communications equipment enabling all Directors or committee members participating in the meeting to hear one another, and participation in a meeting pursuant to this subsection shall constitute presence in person at such meeting. Section 6.     Absentia Voting Each director of the Litchfield Education Foundation shall have the right to vote in absentia for any vote taken at ONE full board meeting per fiscal year.  However, the only items eligible for absentia voting are by-law amendments, Board of Director and/or Officer slate approval, capital projects, and intermediate grants.  The secretary shall email the Board of Directors with the wording of the vote at least seven (7) days prior to the full board meeting where the vote shall take place.  Absentia votes must be relayed in writing to an officer prior to that meeting. Section 7.     Records of Meetings There shall be a written agenda for each meeting and minutes of each meeting shall be prepared.  Minutes of a meeting shall reflect the identity of those Directors in attendance at the meeting and, a summary of what transpired at the meeting after approval, shall be dated and signed by the Secretary or his/her delegate. ARTICLE VII EXECUTIVE DIRECTOR The Board of Directors may employ an Executive Director pursuant to such arrangements, contractual or otherwise, as the Board deems appropriate.  If appointed, the Executive Director shall have the principal operating responsibility for The Foundation and shall, subject to the supervision of the Board of Directors and the President, operate the business and affairs of The Foundation. ARTICLE VIII CONFLICTS OF INTEREST Section 1.     Disclosure Directors shall disclose to the Board any conflicts of interest which arise, and no elected Director shall vote on any matter which would involve a conflict of interest.  In the event that a Director questions whether a conflict exists, the issue shall be decided by a simple majority of the elected Directors present and voting, provided that the Director in question shall not vote. Section 2.     Legal Standard The provisions of § 33-457 of the Connecticut General Statutes and other relevant statutes shall be utilized by the Board in resolving issues of conflicts of interest. ARTICLE IX INDEMNIFICATION The Foundation shall indemnify its Directors, officers, employees and agents against judgments, fines, penalties, amounts paid in settlement and expenses including attorney's fees, in accordance with the procedures of and to the extent that such indemnification is authorized by § 33-454a of the Connecticut General Statutes, as such statute is presently worded or as its wording may be amended from time to time.  The Foundation may purchase insurance providing indemnification in such amounts and with such coverage as the Board of Directors may from time to time determine and may pay the full premiums itself, or, if in the judgment of the Board it is advisable, share the premium cost with any Director, officer, employee or agent on such basis as may be agreed upon.  The right of all indemnification herein provided for shall be in addition to and not exclusive of all other rights to which such Director, officer, employee or agent may be entitled, and such right of indemnification shall insure to the benefit of the heirs and personal representatives of such indemnified persons. ARTICLE X COMPENSATION No Director, officer, employee, or agent of The Foundation shall be at any time receive or be entitled to receive any compensation or any pecuniary profit from the operation of The Foundation, or upon its dissolution, except reasonable compensation for services actually rendered to The Foundation in effecting one or more of its purposes or as a proper beneficiary of its strictly charitable purposes. ARTICLE XI AMENDMENTS These Bylaws may be amended at any meeting of the Board of Directors at which a quorum is present by a two-thirds (2/3) vote of the members present and voting, provided notice of the general nature of such amendment has been mailed, or emailed to the Directors at least seven (7) days preceding the meeting at which they are to be acted upon. ARTICLE XII PARLIAMENTARY AUTHORITY The rules contained in Robert's “Rules of Order, Revised,” shall govern the Board of Directors in all cases wherein they do not conflict with these Bylaws. ARTICLE XIII FINANCE AND PROPERTY Section 1.     Fiscal Year The fiscal year of the Foundation shall be July 1 through June 30. Section 2.     Audit Before the annual meeting of the Board of Directors, the accounts of The Foundation shall be duly audited.  The audit may be conducted internally by a member of the Board of Directors other than the Treasurer.  The auditor will be chosen by the Executive Committee on an annual basis. Section 3.     Approved Signatures All checks, drafts and other orders for the payment of money shall be signed by any officer, officers, agent, or agents as shall be thereunto authorized by the Board of Directors. Any check in an amount greater than $1,000.00 must be signed by the treasurer and one other officer of the Board of Directors. Section 4.     Contracts and Debts Contracts may be entered into or debts incurred only as directed by resolution of the Board of Directors or by its appointed designee.  When the execution of any contract or other instrument has been authorized by the Board of Directors without specification of the executing officer, the President or the Treasurer may execute the same in the name of and on behalf of The Foundation. Section 5.     Contributions, Gifts and Bequests Contributions, gifts and bequests may be accepted by The Foundation in accordance with its policies.  Unless otherwise designated by the donor or otherwise prescribed by statutes or law, such gifts, bequests or contributions shall be designated at the discretion of the Board of Directors, subject to Article XIII, Section 6 below. Section 6.     Disbursement of Funds All projects or disbursements of funds for enhancing public school programs will be reviewed by the Superintendent of Schools to ensure the funds allocated are in concert with Board of Education goals. ARTICLE XIV PROHIBITION AGAINST SHARING FOUNDATION EARNINGS No member of the Board of Directors, no committee of The Foundation, nor other private individual shall receive any of the earnings or pecuniary profit from the operations of The Foundation, provided that this shall not prevent the payment to any such person of reasonable compensation for services rendered to or for the Foundation in carrying out any of its tax-exempt purposes, and no person or persons shall be entitled to share in the distribution of any of The Foundation's assets upon dissolution of the Foundation.  The provisions of this Article shall not preclude an award of scholarship funds by The Foundation to any person, including a member of the Board of Directors, or of any committee of The Foundation or anyone related to such member, provided that no such award may be made to any member of the Project Committee or to any person related to such member, and provided further that no member of the Board of Directors and no member of any committee shall participate in any way in the nominating or selection process as it may directly affect such member or any immediate family member of such person. ARTICLE XV  PROHIBITIED ACTIVITIES Notwithstanding any other provision of these bylaws, no officer, employee, Director, Committee Member or representative of The Foundation shall take any action or carry on any activity by or on behalf of The Foundation not permitted to be taken or carried on by an organization exempt under Section 501(c)(3), or its successor, of the Internal Revenue Code and Regulations promulgated thereunder, as they now exist or as they may hereafter be amended, or by an organization contributions to which are deductible under Section 170 (c)(2), or its successor, of such Code and Regulations, as they now exist or as they may hereafter be amended. ARTICLE XVI DISSOLUTION In the event of the dissolution of The Foundation, the balance of all financial resources, property and other resources owned, held, or received by The Foundation from any source, after the payment of all debts and obligations of The Foundation, shall be used exclusively for purposes within the intent of Section 501(c)(3) of the Internal Revenue Code as the same now exists or as it may be amended from time to time, or shall be distributed to an organization or organizations exempt under same said Section of the Internal Revenue Code.  Moreover, any such use or distribution of the money or property of The Foundation shall be in accordance with The Foundation's purposes as set forth in Article XIII Section 5 above and, to the extent possible, shall promote such purposes or similar related purposes.