Foundation: General Information

NPS Foundation By-Laws

by Pam Handke

July 25, 2007

BY-LAWS

NORFOLK PUBLIC SCHOOLS FOUNDATION

ARTICLE I

REGISTERED OFFICE

The registered office of the corporation is 512 Philip Avenue, Norfolk, Nebraska. The corporation may establish other offices as may be determined by the Board of Directors.

ARTICLE II

DIRECTORS

1. General Powers. The business and affairs of the corporation shall be managed by its Board of Directors, which shall have and shall exercise all of the powers of the corporation subject to the limitations imposed by the Articles and by these By-laws.

2. Number: The number of Directors on the Board of Directors shall be not less than seven (7) , nor more than fifteen (15), and not less than one (1) nor more than two (2) of which, shall at all times be members of the Board of Education of the Norfolk Public Schools.

3. Election; Term. The initial Board of Directors shall be appointed by a majority vote of the members of the Board of Education of the Norfolk Public Schools present and voting at the first regularly scheduled meeting in January, 1991. Thereafter, the Directors shall be elected by the Directors themselves, except for the Director(s) who would be members of the Board of Education who are to be elected by the Board of Education in consultation with the Superintendent of Schools of the Norfolk Public Schools. The number of Directors elected each year shall be as approximately one-third (1/3) of the total number of Directors, and the terms of the Directors shall be staggered to accomplish this end, except that a vacancy on the Board of Directors whether created by the death, resignation, or removal of a Director or by an increase in the number of Directors may be filled at any time. No Director may serve more than three consecutive full terms, except that such limit may be waived by the Board of Education of the Norfolk Public Schools, in case of need, if the limit would cause undue burden, and provided that a Director elected and confirmed to fill a vacancy for less than a three-year term may be re-elected to three consecutive three-year terms. Directors so elected shall take office at the next regularly scheduled meeting. Directors appointed from the Board of Education of the Norfolk Public Schools may serve as directors without time limitation so long as they are members of the Board of Education.

4. Ex Officio Members. The Directors may establish Ex Officio membership to the Board to provide for the best administration and expertise regarding the Foundation’s purposes. Initially, the Superintendent of Schools and the Associate Superintendent for Business shall be Ex Officio members of the Board. Ex Officio members shall not be counted for the purposes of establishing a quorum of the Board, nor shall they be entitled to vote at meetings of the Directors.

5. Regular Meetings. A regular annual meeting of the Board of Directors shall be held on the third Monday of January each year at a time to be determined by the Board, without other notice than these By-laws, for the purpose of electing officers of the corporation. The Board of Directors may provide by resolution the time and place for the holding of additional regular meetings of the Board of Directors without other notice than such resolution.

6. Special Meetings. Special meetings of the Board of Directors may be called by, or at the request of, the Executive Director or by the Executive Committee or by the Board of Education of the Norfolk Public Schools by resolution, in which case the notice shall be given by the Superintendent. The person or persons authorized to call such special meetings shall fix any time and place for such special meetings.

7. Notice. Notice of any special meeting shall be given by mail, email, facsimile posted at least three days prior to such meeting, or personally delivered. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. Any Director may waive notice of any meeting. The attendance of a Director at a 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. Any business may be transacted at any Directors’ meeting, of which notice has been given, and at any meeting at which all Directors are present, whether or not notice or waiver thereof has been given.

8. Chairman. The President, or in his absence, the Vice-President, or in the absence of both of them, the Chairman chosen by the Directors present, shall preside at all meetings of the Board of Directors.

9. Quorum. A majority of the total number of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than a quorum is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

10. Manner of Acting. Unless otherwise stated in the Articles of Incorporation or these By-laws, the act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

11. Parliamentary Authority. The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern this corporation in all cases to which they are not inconsistent with the By-laws, Articles of Incorporation, and any special rules of order adopted by this corporation.

12. Executive Committee of the Board of Directors. There shall be an Executive Committee of the Board of Directors made up of the President, Vice President, Secretary, Treasurer, and Executive Director, which committee to the extent permitted by law and provided in the By-laws or such resolutions shall have and may exercise the authority of the Board of Directors in the management of the corporation.

ARTICLE III

OFFICERS

Number and Qualifications.

The officers of the corporation shall be a President, a Vice-President, a Secretary, and a Treasurer who shall be members of the Board of Directors

1. Election and Term of Office. The officers of the corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

2. Subordinate Officers. The Board of Directors from time to time may appoint subordinate officers, each of whom shall hold office at the pleasure of the Board of Directors or for such term as the Board of Directors may designate. The Board of Directors may delegate to any officer the power to appoint any such subordinate officers and to prescribe their respective authorities, duties, and terms of office. Until notified otherwise by the Board of Education of the Norfolk Public Schools, after recommendation by the Board of Directors of the Norfolk Public Schools Foundation, the Executive Director of the Foundation, shall be responsible for the day to day administration of the Foundation’s business affairs.

3. Removal; Resignation. The Board of Directors, by a majority vote of the Directors at any meeting, may remove from office any officer or subordinate officer, and at any meeting may accept the resignation of any officer of the corporation.

4. Vacancies. Any vacancies occurring in the office of President, Vice-President, or Secretary by death, resignation, removal, or otherwise may be filled for the unexpired portion of the term by the Board of Directors at a special meeting called for such purpose, but such vacancies need not be filled until the first annual meeting of the Board of Directors subsequent to the vacation of the office, if the Board of Directors does not deem it advisable to fill the vacancy prior to that meeting.

5. President. The President shall be the chief executive officer of the corporation and, subject to the direction and under the supervision of the Board of Directors, shall have general charge of the business affairs and property of the corporation and control of its several officers. The President shall have such other duties and responsibilities and may exercise such other powers as are usually incident to the office or as from time to time may be assigned to the President by these By-laws or the Board of Directors.

6. Vice-President. At the request of the President, or in his absence or disability, the Vice-President shall perform all of the duties of the President. When so acting, the Vice-President shall have all of the powers of, and be subject to all the restrictions upon, the President. The Vice-President shall have such other duties and responsibilities and may exercise such other powers as from time to time may be assigned to the Vice-President by these By-laws, the Board of Directors, or the President.

7. Secretary. It shall be the duty of the Secretary to keep an accurate record of accounts and proceedings of all Directors’ meetings; give all notices required by law, by the Board of Directors, by the Articles of Incorporation, or by these By-laws; and assist in keeping the books of account of the corporation and its correspondence. The Secretary shall have such other duties and responsibilities and may exercise such other powers as are usually incident to the office or as from time to time may be assigned to the Secretary by these By-laws, the Board of Directors, or the President. The Board of Directors or the President may delegate all or part of the authority and duties of the Secretary to an Assistant Secretary or to Assistant Secretaries as may be determined.

8. Treasurer. The Treasurer shall have custody of the corporation’s funds; keep full and accurate accounts of all receipts and disbursements of the corporation, an inventory of assets, and a record of the liabilities of the corporation; deposit all money and other securities in such deposits as may be designated by the Board of Directors; disburse the funds of the corporation as ordered by the President of the Board of Directors, prepare vouchers for disbursements; and prepare all statements and reports required by law, by the President, or by the Board of Directors. The Treasurer shall have such other duties and responsibilities and may exercise such other powers as are usually incident to the office or as from time to time may be assigned to the Treasurer by these By-laws, the Board of Directors, or the President. The Board of Directors or the President may delegate all or part of the authority and duties of the Treasurer to an Assistant Treasurer.

9. Executive Director. The Executive Director shall be appointed by the Directors of the Norfolk Public Schools Foundation. The Executive Director shall be responsible for the day-to-day operation of the corporation and the corporation’s business. The Executive Director shall report to the Directors at the regular meetings regarding the corporation’s business and report to the Board of Education annually. The Executive Director shall also be responsible for the implementation of the corporation’s decisions and policies. The salary of the Executive Director shall be established and set, including the terms and conditions of employment and benefits, by agreement between Board of Directors and Board of Education of the Norfolk Public Schools. The Executive Director shall be evaluated annually during the month of December by an evaluation committee made up of the other members of the Executive Committee and the Superintendent of Schools or his/her designee.

ARTICLE IV

COMMITTEES

Committees of the Board of Directors. The Board of Directors shall have full power to constitute such committees as it deems necessary or desirable to advise or assist it in the transaction of the business of the corporation. The members of such committees need not be Directors of the corporation. Each such committee shall have only that authority and responsibility which is expressly delegated to it by the Board of Directors at the time the committee is organized or from time to time thereafter.

ARTICLE V

FISCAL YEAR

The fiscal year of the corporation shall end on December 31 of each year hereafter.

ARTICLE VI

WAIVER OF NOTICE

Whenever any notice is required to be given to any Director of the corporation under the provision of these By-laws or under the provisions of the Articles of Incorporation or under the provisions of the Nebraska Nonprofit Corporation Act, a waiver thereof in writing, signed by the Director entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE VII

AGENTS AND REPRESENTATIVES

The Board of Directors may appoint such agents and representatives of the corporation with such powers and to perform such acts or duties on behalf of the corporation as the Board of Directors may see fit, so far as may be consistent with these By-laws, to the extent authorized or permitted by law.

ARTICLE VIII

CONTRACTS

The Board of Directors, except as in these By-laws otherwise provided, may authorize any officer or agent 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 a specific instance, and unless so authorized by the Board of Directors, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement, or to pledge its credit, or render it liable pecuniarily for any purpose or to any amount.

ARTICLE IX

VOTING STOCK OWNED BY THE CORPORATION

Unless otherwise ordered by the Board of Directors, the president shall have full power and authority on behalf of the corporation to vote either in person or by proxy at any meeting of stockholders of any corporation in which this corporation may hold stock, and at any such meeting may possess and exercise all of the rights and powers incident to the ownership of such stock which, as the owner thereof, this corporation might have possessed and exercised if present. The Board of Directors may confer like powers upon any other person and may revoke any such powers as granted at its pleasure.

ARTICLE X

PROHIBITION AGAINST SHARING IN CORPORATE EARNINGS

No Director, officer, or employee of or member of a committee of or person connected with the corporation, or any other private individual shall receive any of the net earnings or pecuniary profit from the operations of the corporation, provided, that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the corporation in effecting any of its purposes as shall be fixed by the Board of Directors, and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the corporation. Upon dissolution or winding up of the affairs of the corporation, whether voluntary or involuntary, the assets of the corporation, after all debts have been satisfied, then remaining in the hands of the Board of Directors shall be distributed, transferred, conveyed, delivered, and paid over as provided in the Articles of Incorporation.

ARTICLE XI

INVESTMENTS

The corporation shall have the right, subject to any restrictions contained in the Articles and these By-laws, to retain all or any part of any securities or property acquired by it in whatever manner and to invest and reinvest any funds held by it, according to the judgment of the Board of Directors, without being restricted to the class of investments which a Director is or may hereafter be permitted by law to make or any similar restriction; provided, however, that no action shall be taken by or on behalf of the corporation if such action is a prohibited transaction or would result in the denial of the tax exemption under Sections 503 or 504 of the Internal Revenue Code of 1986 and its regulations as they now exist or as they may hereafter be amended. The Board of Directors shall adopt a separate investment policy for the corporation that is not inconsistent with this Article.

ARTICLE XII

AMENDMENT OF BY-LAWS

Upon ten days written notice, the By-laws may be amended by resolution of the Board of Directors, adopted by vote of a majority of the Directors present at any regular or special meeting, or by unanimous written consent of the Board of Directors, subject to approval of the Board of Education of the Norfolk Public Schools in consultation with the Superintendent of Schools of the Norfolk Public Schools.

We hereby certify that the above and foregoing By-laws were adopted by written consent of the Board of Directors of the Norfolk Public Schools Foundation, Inc.