BY-LAWS
ARTICLE I
NAME, OFFICES AND PURPOSE
The name of this corporation is “The Cooperating School Districts of Greater Kansas City Foundation, Inc.”
The principal office of the corporation in the State of Missouri shall be at such location as the Board designates from time to time.
The corporation shall have and continuously maintain in the State of Missouri a registered office, and a registered agent whose office is identical with such registered office, as required by the Missouri Nonprofit Corporation Act. The registered office may be, but need not be, identical with the principal office of the State of Missouri, and the address of the registered office may be changed from time to time by the Board of Directors.
The purpose of The Cooperating School Districts of Greater Kansas City Foundation, Inc. (CSDGKC Foundation) is to operate a qualifying entity under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and to leverage our members’ combined strengths to provide high quality and cost-effective services and resources to maximize learning for all students.
ARTICLE II
MEMBERSHIP
Section 1. Classes of Members. The corporation may have a multi-tiered or single-level membership structure with such qualifications, rights and voting privileges for each class as may be determined by the Board from time to time.
Section 2. Election of Members. Members shall be elected by the Board of Directors. An affirmative vote of two-thirds of the Directors shall be required for election.
Section 3. Voting Rights. Each qualified member shall be entitled to one vote on each matter submitted to a vote of the members. There shall be no cumulative voting.
Section 4. Termination of Membership. The Board of Directors, by affirmative vote of two-thirds of all of the members of the Board, may suspend or expel a member for cause after an appropriate hearing, and may, by a majority vote of those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues for the period fixed in Article XI of these by-laws.
Section 5. Resignation. Any member may resign by filing a written resignation with the Secretary/Treasurer, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid.
Section 6. Reinstatement. Upon written request signed by a former member and filed with the Secretary/Treasurer, the Board of Directors may, by the affirmative vote of two-thirds of the members of the Board, reinstate such former member to membership upon such terms as the Board of Directors may deem appropriate.
Section 7. Transfer of Membership. Membership in this corporation is not transferable or assignable.
ARTICLE III
MEETINGS OF MEMBERS
Section 1. Annual Meeting. An annual meeting of the members shall be held in June of each year beginning with the year 2009, on the specific date and hour set by the Board upon thirty (30) days’ notice. The purpose of the annual meeting shall be to elect Directors and to transact such other business as may come before the meeting. The day set for the annual meeting shall not be a Saturday, Sunday or legal holiday. If the election of Directors shall not be held on the day designated herein for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as conveniently may be scheduled.
Section 2. Special Meetings. Special meetings of the members may be called by the President, the Board of Directors, or not less than one-tenth of the members having voting rights.
Section 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Missouri, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the registered office of the corporation in the State of Missouri; but if all of the members shall meet at any time and place, either within or without the State of Missouri, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.
Section 4. Notice of Meetings. Written notice for the annual meeting of members shall be set as stated in Section 1 above. Written notice for any other meeting of members shall state the place, day and hour of such meeting and shall be delivered personally or sent by mail, overnight delivery, or email to each member entitled to vote at such meeting not less than ten nor more than fifty days before the date of such meeting, by or at the direction of the President, or the Secretary/Treasurer, or the officers or persons calling the meeting. In case of a special meeting or when required by statute or by these by-laws, the purpose or purposes for which the meeting is called shall be stated in the notice. Notice of a meeting shall be deemed to be delivered when received by the member at its address as it appears on the records of the corporation, with postage thereon prepaid.
Section 5. Informal Action by Members. Any action required by law to be taken at a meeting of the members, or any action that may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by the requisite percentage of members entitled to vote with respect to the subject matter thereof (currently 80% of the voting power pursuant to 355.246 RSMo.).
Section 6. Quorum. The members holding one-half of the votes that may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.
Section 7. Proxies. At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by its duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.
Section 8. Manner of Acting. A majority of the votes entitled to be cast on a matter to be voted upon by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption thereof unless a greater proportion is required by law or by these by-laws.
Section 9. Voting by Mail. Where Directors or officers are to be elected by members or any class or classes of members, such election may be conducted by mail or such other means and in such manner as the Board of Directors shall determine.
ARTICLE IV
BOARD OF DIRECTORS
Section 1. General Powers. The affairs of the corporation shall be managed by its Board of Directors. Directors need not be residents of the State of Missouri or members of the corporation. The Board of Directors shall have and is invested with all and unlimited powers and authorities, except as it may be expressly limited by law, the Articles of Incorporation or these by-laws, to supervise, control, direct and manage the property, affairs and activities of the corporation, to determine the policies of the corporation, to do or cause to be done any and all lawful things for and on behalf of the corporation, to exercise or cause to be exercised any or all of its powers, privileges or franchises, and to seek the effectuation of its objects and purposes; provided, however, that (a) the Board of Directors shall not authorize or permit the corporation to engage in any activity not permitted to be transacted by the Articles of Incorporation or by a not for profit corporation organized under the laws of the State of Missouri, (b) none of the powers of the corporation shall be exercised to carry on activities which are not in themselves in furtherance of the purposes of the corporation, and (c) all income and property of the corporation shall be applied exclusively for its not for profit purposes.
No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting, to influence legislation. The corporation shall not directly or indirectly participate in, or intervene (including the publishing or distributing of statements) in, any political campaign on behalf of (or in opposition to) any candidate for public office.
No part of the net earnings or other assets of the corporation shall inure to the benefit of any director, officer, contributor, or other private individual, having, directly or indirectly, a personal or private interest in the activities of the corporation.
Section 2. Number, Tenure and Qualifications. The number of Directors shall be at least nine (9). The Board of Directors shall consist of nine (9) representatives from the Cooperating School Districts of Greater Kansas City, Inc., and when there are Kansas and non-public school members, one (1) representative from a Kansas School District and one (1) representative from a non-public school system. The Kansas representative and non-public representative must be voting members of the Foundation. The number of Directors may be increased or decreased by amendment to these by-laws, in accordance with the Articles of Incorporation and the applicable laws of the State of Missouri, but in no event shall there be less than three (3) directors.
Each Director shall be elected at an annual meeting for a term of three years and shall hold office until the Director’s successor has been elected and qualified. The terms of office will be staggered, with three Directors to be elected each year. No Director shall serve more than two consecutive three-year terms. Directors who have fulfilled two consecutive three-year terms may be elected non-consecutively to additional three-year terms, as defined in the By-Laws, if approved by the membership. All Directors of the Board must be current school board members and/or current superintendents or deputy superintendents. If a vacancy occurs during the course of a Director’s term, the Board will appoint a qualified individual to serve until the next election at an annual meeting. This partial term shall not count as part of the two consecutive three-year term limitation.
Section 3. Regular Meetings. A regular annual meeting of the Board of Directors may be held without other notice than this by-law, immediately after, and at the same place as, the annual meeting of members. It is anticipated that the Board of Directors shall meet no less often than once per calendar quarter. The Board of Directors may provide by resolution the time and place, either within or without the State of Missouri, for the holding of such additional regular meetings of the Board without other notice than such resolution.
Section 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors. The President shall fix any place, either within or without the State of Missouri, as the place for holding any special meeting of the Board.
Section 5. Notice. Notice of any special meeting of the Board of Directors shall be given at least two days previously thereto by written notice delivered personally or sent by mail, overnight delivery or email to each Director at his/her address as shown by the records of the corporation. All notices shall be deemed delivered upon receipt. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these by-laws.
Section 6. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
Section 7. Manner of Acting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these by-laws.
Section 8. Initial Board and Vacancies. The initial Board shall be appointed by the incorporators. Vacancies among the Directors resulting from the death, resignation, removal, incapacity or disqualification of a director, or by reason of an increase, in the number of Directors or the failure of an elected director to accept the office of director, may be filled by a majority vote of the remaining members of the Board of Directors, though less than a quorum of the Board of Directors, at any regular meeting or at a special meeting called for the purpose. A director elected to fill a vacancy shall meet any qualifications set forth in these by-laws, and shall serve for the unexpired term of such Director’s predecessor and until a successor has been duly elected and has commenced that director’s term of office.
Section 9. Compensation. Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; but nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation therefor.
Section 10. Informal Action by Directors. Any action required by law to be taken at a meeting of Directors, or any action that may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors (Section 355.381 RSMo.).
Section 11. Commencement of Term of Office. A director shall be deemed elected at the time of election, but shall not be deemed to have commenced a term of office or to have any of the powers or responsibilities of a director until the time the director accepts the office of director either by a written acceptance or by participating in the affairs of the corporation at a meeting of the Board of Directors or otherwise.
Section 12. Resignation. Any director may resign from the Board of Directors. Such resignation shall be in writing and shall be effective immediately or upon its acceptance by the Board of Directors as such resignation may provide.
ARTICLE V
OFFICERS
Section 1. Officers. The Officers of the corporation shall be a President, President-Elect, Vice President, Immediate Past President and Secretary/Treasurer.
Section 2. Election and Term of Office. The Officers of the corporation shall be elected annually by the members at the regular annual meeting of the Board of Directors. Each Officer shall hold office until such Officer’s successor shall have been duly elected and shall have qualified. The initial Officers shall be appointed by the directors.
Section 3. Removal. Any officer may be removed by the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby.
Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section 5. President. The President, who shall be a member superintendent, shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. The President shall preside at all meetings of the members and of the Board of Directors. The President may sign, with the Secretary/Treasurer or any other proper Officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these by-laws or by statute to some other officer or agent of the corporation; and in general the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. The President must hold the position of Superintendent at the time of service as an officer.
Section 6. President-Elect. In the absence of the President or in event of the President’s inability or refusal to act, the President-Elect, who shall be a member superintendent, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The President-Elect shall perform such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.
Section 7. Vice President. The Vice President shall be a member school board Director and shall perform such duties as from time to time may be assigned to him/her by the President or by the Board of Directors.
Section 8. Immediate Past President. The Immediate Past President shall serve as a voting member of the Board of Directors for one year following his/her term as President to provide expertise, consistency and continuity to the Board of Directors. He/She will perform such duties as from time to time may be assigned to him/her by the President or by the Board of Directors.
Section 9. Secretary/Treasurer. The Secretary/Treasurer shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is required by law and/or duly authorized in accordance with the provisions of these by-laws; keep a register of the post-office address of each member which shall be furnished to the Secretary/Treasurer by such member; and in general perform all duties incident to the office of Secretary/Treasurer and such other duties as from time to time may be assigned to the Secretary/Treasurer by the President or by the Board of Directors. If required by the Board of Directors, the Secretary/Treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Board of Directors shall determine. The Secretary/Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions in Article VII of these by-laws; and in general perform all the duties incident to the office of Secretary/Treasurer and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.
The Secretary/Treasurer shall be free to cause all or part of the Secretary/Treasurer’s ministerial duties to be performed by one or more staff members of the corporation.
ARTICLE VI
COMMITTEES
Section 1. Committees of Directors. The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees, each of which shall consist of two or more Directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the corporation, except that no such committee shall have the authority of the Board of Directors in reference to amending, altering or repealing the by-laws; electing, appointing or removing any member of any such committee or any Director or Officer of the corporation; amending the articles of incorporation, restating articles of incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the corporation; authorizing the voluntary dissolution of the corporation or revoking proceedings therefor; adopting a plan for the distribution of the assets of the corporation; or amending, altering or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon it or him/her by law.
Section 2. Standing and Other Committees. There will be three standing committees: Executive Committee, Nominating Committee, and Professional Development Network Committee. In addition, other committees not having and exercising the authority of the Board of Directors in the management of the corporation may be appointed in such manner as may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the corporation shall be served by such removal.
Section 3. Term of Office. Each member of a committee shall continue as such until the next annual meeting of the members of the corporation and until his/her successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.
Section 4. Chairman. One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members thereof.
Section 5. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Section 6. Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Section 7. Rules. Each committee may adopt rules for its own government not inconsistent with these by-laws or with rules adopted by the Board of Directors.
ARTICLE VII
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 1. Contracts. The Board of Directors may authorize any Officer or Officers, agent or agents of the corporation, in addition to the Officers so authorized by these by-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
Section 2. Checks, Drafts, etc. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such Officer or Officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Secretary/Treasurer and countersigned by the President or the President-Elect of the corporation.
Section 3. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.
Section 4. Gifts. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the corporation.
ARTICLE VIII
CERTIFICATES OF MEMBERSHIP
Section 1. Certificates of Membership. The Board of Directors may provide for the issuance of certificates evidencing membership in the corporation, which shall be in such form as may be determined by the Board. If any certificate shall become lost, mutilated or destroyed, a new certificate may be issued therefor upon such terms and conditions as the Board of Directors may determine.
Section 2. Issuance of Certificates. When a member has been elected to membership and has paid any initiation fee and dues that may then be required, a certificate of membership shall be issued in the member’s name and delivered to the member by the Secretary/Treasurer, if the Board of Directors shall have provided for the issuance of certificates of membership under the provisions of Section 1 of this Article VIII.
ARTICLE IX
BOOKS AND RECORDS
The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at its registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member, or its agent or attorney, for any proper purpose at any reasonable time.
ARTICLE X
FISCAL YEAR
The fiscal year of the corporation shall begin on the first day of July and end on the last day of June in each calendar year.
ARTICLE XI
DUES
Section 1. Annual Dues. The Board of Directors may determine from time to time the amount of initiation fee, if any, and annual dues payable to the corporation by members of each class.
Section 2. Annual Payment of Dues. Dues shall be paid annually in advance by no later than the first day of August. Dues of a new member shall be prorated from the first day of the month in which such new member is elected to membership, for the remainder of the fiscal year of the corporation.
Section 3. Default and Termination of Membership. At any time a member is in default of the payment of dues for a period of three months, any voting privileges of such member shall be suspended. When any member of any class shall be in default in the payment of dues for a period of six (6) months from the beginning of the fiscal year or period for which such dues became payable, such membership may thereupon be terminated by the Board of Directors in the manner provided in Article III of these by-laws.
ARTICLE XII
SEAL
The Board of Directors shall provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words “Corporate Seal of Cooperating School Districts of Greater Kansas City Foundation, Inc.”
ARTICLE XIII
WAIVER OF NOTICE
Whenever any notice is required to be given by law or under the provisions of the articles of incorporation or the by-laws of the corporation, a waiver thereof in writing signed by the entity or entities entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XIV
INDEMNIFICATION
The corporation shall indemnify the Board of Directors, committees, Officers and employees from and against any liabilities, expenses, attorney fees and costs reasonably incurred by such person or such person’s estate in connection with, or arising out of, any action, suit, proceeding or claim in which the member, Officer or employee is made a party by reason of such person being, or having been, a member, Officer or employee of CSDGKC Foundation. Said indemnification shall be provided by CSDGKC Foundation unless such person, with respect to any such matters, shall be held in any proceeding to have been grossly negligent, guilty of willful misconduct, or shall have participated in a fraudulent act in the performance of such person’s duties as a member, Officer or employee of CSDGKC Foundation.
The indemnification herein provided for shall apply also in respect of any amount paid in compromise of any such action, suit, proceeding or claim asserted against such member, Officer or employee (including expenses, attorney fees, and costs reasonably incurred in connection therewith), provided that such member, Officer or employee shall have first approved such proposed compromise settlement and a determination shall have been made by the Board of Directors (excluding any members thereof who are parties to the dispute) that the member, Officer or employee involved was not guilty of any gross negligence, willful misconduct or fraudulent action.
The right of indemnification herein provided shall not be exclusive of any other rights to which such member, Officer or employee may be lawfully entitled. In addition, the corporation may obtain such insurance for Officers, Directors, employees and others as the Board may deem appropriate.
ARTICLE XV
AMENDMENTS TO BY-LAWS
These by-laws may be altered, amended or repealed and new by-laws may be adopted by a majority of the Directors present at any regular meeting or at any special meeting, if at least two days’ written notice is given of intention to alter, amend or repeal or to adopt new by-laws at such meeting. The members will be given notice of any changes to the by-laws at the annual meeting of the corporation.