Article I Name
The name of this corporation is Downingtown Community Education Foundation (hereinafter referred to as "DCEF").
Article II Location
The location of the primary office of DCEF shall be at 540 Trestle Place
Downingtown, PA, 19335 unless another location is designated by the Board of Directors.
Article III Purpose
DCEF is a non-profit, tax-qualified corporation organized to promote innovative and supplemental education programs for the benefit of students and residents of the Downingtown Area School District.
Article IV Basic Policies
Section 1. DCEF shall be a non-profit, non-sectarian and non-partisan organization.
Section 2. DCEF may cooperate or contract with the Downingtown Area School District (a Pennsylvania public school district), other nonprofit or for profit agencies, organizations and entities to perform, promote or otherwise advance its educational and charitable purposes.
Section 3. DCEF shall use or distribute its revenue to improve, promote,develop and enhance public education through the introduction and support of innovative programs in the Downingtown Area School District.
Section 4. DCEF is organized exclusively for charitable, literary, scientific, and educational purposes provided under section 501(c)(3) of lnternal Revenue-Code of 1986 and-does not contemplate pecuniary gain or profit, incidental or otherwise. No part of the net earnings of DCEF shall inure to the benefit of, or be distributed to, its directors, members, officers, or other persons except that DCEF shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions to further its purposes.
No substantial part of the activities of DCEF shall be the carrying on of propaganda, or otherwise attempting to influence legislation. DCEF shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provisions of these By-laws, DCEF shall not carry on any other activities not permitted to be carried on by a corporation exempt from income taxation under Section501(c)(3) of the Internal Revenue Code, or the corresponding section of any future tax code.
DCEF shall maintain its application with the Commonwealth of Pennsylvania, Department of Community & Economic Development qualifying as an Educational Improvement Organization ("EIO") as provided by Pennsylvania Act 4 of 2001, as amended. To this end, DCEF, in addition to other activities, shall support innovative educational programs serve the pre-K-12 students of the Downingtown Area School District.
Section 5. Upon its dissolution, the assets of DCEF shall be distributed to the Downingtown Area School District. Any assets not so distributed shall be disposed of by the Court of Common Pleas of Chester County, Pennsylvania exclusively for such organization or organizations as the Court shall determine and for such beneficent purposes as the Court shall determine.
Article V Organization
The Non Profit Corporation Law of Pennsylvania, its Articles of Incorporation and these Bylaws shall govern DCEF. Business shall be conducted using Roberts Rules of Order to the extent that procedure is not inconsistent with the governing law or documents of DCEF.
Article VI Board of Directors
Section 1. Background/Philosophy
Officers and member's of the Board of Directors ("Board") shall be residents of, or have affiliations with, the municipalities comprising the Downingtown Area School District in the Commonwealth of Pennsylvania. Directors shall have interest in promoting and enhancing primary and secondary education and introducing and supporting innovative programs to improve primary and secondary education in the Downingtown Area School District.
Section 2. Membership and Board Terms
The Board of Directors shall consist of no less than three and no more than fifteen directors and shall include the officers of DCEF. Directors shall be elected for terms of three years, except that at the first meeting of DCEF the initial directors shall be elected as follows: 1/3 for terms of one year, 1/3 for terms of two years and 1/3 for terms of three years. Directors may be re-elected. Directors shall be installed at the initial meeting and in all other cases during the annual meeting of the Board. (Initial Directors shall be elected by the incorporators at a meeting held to organize the corporation.) Unless otherwise arranged, the annual meeting shall be held in September of each year.
Section 3. Ex-officio Board Members
The Executive Director and the DASD Superintendent shall serve as ex-officio board members. Each January the DASD School Board will select one of the school board directors to serve as an ex-officio member of the Foundation board. Ex-officio members will not have voting rights and shall not count for determining a quorum. In addition, the Board of Directors may establish honorary directors that will serve in the same capacity as ex-officio members.
Section 4. Removal from Board
The Board of Directors shall have the power to remove any Director for cause upon a two-thirds vote of the members of the 'Board, provided that any Director whose removal is to be made under this Section shall be entitled to at least fifteen days written notice prior to such removal and shall be entitled to appear before and be heard at the next meeting of the Board following such notice.
Section 5. Vacancies
Upon recommendation of the Executive Committee, the Board, by a majority vote of the members may fill any vacancy that shall occur on the Board. The person or persons so elected shall serve for the balance of the term for such position.
Section 6. Quorum
A majority of the current members of the Board shall constitute a quorum. A quorum shall be present for the Board to conduct business. A majority vote by members present shall determine action except as otherwise provided by these Bylaws.
Section 7. Meetings
The Board of Directors shall meet quarterly. Special meetings shall be held upon the call of the President, or upon written request of two members of the Board of Directors. The purpose of any special meeting shall be set forth in the request for the meeting. The minutes of all Board meetings, including notice of the date of the next meeting, shall be provided to all members of the Board.
Meetings of the Board of Directors may be held by conference call or similar arrangement provided a quorum of the Board participates and all participating members can hear each other.
Article VII Officers
Section 1. The officers of the corporation shall be: President, Vice President, Secretary, and Treasurer. The officers shall perform the duties prescribed by these bylaws and by the parliamentary authority adopted by the Board of Directors,
Chairperson: The President, or in his/her absence, the Vice President, shall preside over meetings of the DCEF Board of Directors; the President shall be a member ex-officio of all committees and shall perform all other duties usually pertaining to the office. The President shall appoint members of the Board of Directors to the standing committees and to other committees as needed.
Vice President: The Vice President shall act as the President in the latter's absence or incapacity and shall perform other duties as required.
Secretary: The Secretary shall act as clerk during meetings of the Board and keep minutes and record all votes in books belonging to DCEF. He/she shall give notice of meetings of the Board of Directors when required. The Secretary shall perform like duties for meetings of the Executive Committee and other standing committees. He/she shall have custody of the corporate seal and shall affix the same to any document or instrument requiring it.
Treasurer: The Treasurer shall have custody of the corporate funds and shall keep accurate records of receipts and disbursements in books belonging to DCEF. He/she shall keep all moneys of DCEF in one or more separate accounts owned by the corporation. The Treasurer shall disburse funds of the corporation as directed by the Board and shall, in addition to the Executive Directors or President, sign all checks. He/she shall report on the financial condition of DCEF at meetings of the Board of Directors and the Executive Committee in such form and manner as required by the Board. The Treasurer shall be bonded in an amount determined by the Board and commensurate with the amount of funds handled.
Section 2. Nomination of Officers
The Nominations Committee shall present a group of candidates for election as officers annually to the Board of Directors who shall elect the officers. The members of the Board of Directors may nominate other candidates.
Section 3. Election and Installation of Officers
The Board of Directors of DCEF shall elect officers annually at the annual meeting for terms of one year. When more than one candidate is nominated for an office, the election for that office shall be by secret ballot.
Section 4. Vacancies
Upon recommendation of the Executive Committee, the Board, by a majority vote of the members may fill any vacancy that shall occur in any office. The person so elected shall serve for the balance of the term for that office.
Section 5. Removal from Office
The Board of Directors shall the power to remove any officer for cause. The procedure shall be the same as provided in Article VI Section 3 of these Bylaws.
Article VIII Executive Committee
Section 1. Executive Committee
The Officers of the Board of Directors of DCEF shall comprise the Executive Committee. This committee shall govern the corporation between meetings of the Board of Directors.
Section 2. Quorum and Meetings
A majority of the members of the Executive Committee shall comprise a quorum. A quorum must participate in meetings of the Executive Committee to conduct business. Meetings shall be held when needed and shall be conducted consistent with Article VI Section 6. of these Bylaws.
Article IX Other Committees
Section 1. Nominations Committee
The Nominations Committee shall be a standing committee. The Chairperson annually shall appoint at least two and no more than five members of the Board of Directors to the Nominations Committee. It shall be their duty to recommend a group of candidates to fill expiring terms on the Board of Directors and to fill offices of the Board of Directors. The Nominations Committee shall select a Chair from among its members who shall report on the recommendations of the Committee prior to the annual meeting.
Section 2. Standing Committees
The Board of Directors shall establish a Grant Review Committee, an Audit Committee and other standing committees as needed and determine their responsibilities. The President shall appoint members of the Board of Directors to serve on the standing committees. The Board of Directors may invite members of the community that are not members of the Board of Directors to serve on standing committees.
Section 3. Ad Hoc Committees
The President may appoint ad hoc committees as needed to perform specific functions not assigned to the standing committees. Members of ad hoc committees do not need to be members of the Board of Directors.
Article X Staff/Employees
Section 1. Staff/Employees in General
The Board of Directors may employ or contract with a Executive Director, and with other persons or entities as might be needed to carry out the objectives of DCEF.
Section 2. Executive Director
The Executive Director shall be responsible to carry out the policies of the Board of Directors and for the day-to-day management and operation of DCEF. The Executive Director may be a Director of the Corporation, but may hold no other office while Executive Director.
Section 3. Other Staff/Employees
The Executive Director shall recommend to the Executive Committee for employment or contract other persons or entities as may be necessary to carry out the objectives of DCEF.
Article XI Indemnification
Section 1. Indemnification by DCEF
DCEF shall indemnify any person who was, or is, threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative by reason of the fact that he/she is or was a director, officer, employee or agent of the foundation against expenses (including attorney fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with such, action, suit, or proceeding, to the extent and under the circumstances permitted by the Nonprofit Corporation Law of the Commonwealth of Pennsylvania. Such indemnification (unless ordered by a court) shall be made as authorized in a specific case upon determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he/she has met the standards of conduct set forth in the Nonprofit Corporation Law of the Commonwealth of Pennsylvania. Such determination shall be made:
(1) By the Board of Directors by a majority vote of a quorum of directors who were not party to such action, suit or proceeding; or
(2) If such quorum is not obtainable, or even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion.
The foregoing right of indemnification shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement or vote of disinterested directors and shall continue to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.
Article XII Miscellaneous
Section 1. Amendments
These Bylaws may be amended or repealed or new bylaws may be adopted by a majority vote of the Board of Directors at a regular meeting or special meeting of the Board. The proposed amendment, repeal, or new bylaws shall be set forth in, or shall accompany as an attachment, the notice of the regular or special meeting in which the action w considered.
Section 2. Corporate Seal
The Corporation shall have a corporate seal in the form of a circle with the name of the corporation, the year of incorporation and other information approved by the Board.
Section 3. Conflict of Interest
The Board of Directors shall adopt and enforce a conflict of interest policy substantially similar to the sample conflict of interest policy recommended by the IRS for use by 501(c)(3) tax exempt organizations. Such policy shall become an appendix to these Bylaws.
Adopted and recorded in the minutes: This ___ day of, ____ , 2008
Revised: This 19th day of, September, 2012
Date of Incorporation: August 22, 2007