1. The Corporation
The name of this organization is Honey Creek Community School Foundation (the “Corporation”).
The principal office of the Corporation in the State of Michigan shall be located at 1735 S. Wagner Road, Ann Arbor, Michigan 34810, in Washtenaw County, Michigan, or at such other place as shall be lawfully designated by the Board of Directors of the Corporation (the “Board”). The Corporation may have such other offices, either within or without the State of Michigan, as the Board may designate or as the affairs of the Corporation may require from time to time.
The Corporation shall have no members. The Board of Directors may take any action which is permitted or required to be taken by members of a corporation not for profit under Michigan law by the affirmative vote of the Board of Directors, without the necessity of any prior action by the Board which would have otherwise been required by law for such action if there were members entitled to vote on such action.
The Corporation shall have no corporate seal.
2.01. General Purposes
The purposes of the Corporation shall be as provided in its Articles of Incorporation (the “Articles”). The aims of the Corporation are to be carried out through any and all lawful activities, including others not specifically stated in the Articles but incidental to the stated aims and purposes, both directly and through contributions to any other corporation, trust, fund or foundation whose purposes are religious, charitable, scientific, literary, educational, artistic or cultural; provided, that any such activity or contribution shall conform to any applicable restrictions or limitations set forth in the Articles or which are imposed on (i) corporations described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”) or (ii) any corporation contributions to which are deductible under Section 170(c)(2) of the Code.
2.02. Support for Honey Creek Community School
(a) Without limiting the generality of Section 2.01, the purpose of the Corporation is to further the educational goals of the Honey Creek Community School (“HCCS”), including the provision of financial support by securing gifts and grants from individuals, government, corporations, and foundations; holding fundraising events, and engaging in other activities to raise proceeds to benefit HCCS.
2.03. Relationship to HCCS and School District
(a) It is not the purpose of this Corporation to replace general operating funds for the Honey Creek Community School District (the “School District”), nor to supplant funding derived from regular funding sources, such as funds provided by federal, state, or local governments. Therefore, contributions from the Corporation are not intended to be considered a regular revenue source for the operation of the School District.
(b) The Board of Directors may accept the services and assistance of HCCS and/or School District personnel for the purpose of carrying out the work of the Corporation.
(c) The Board of Directors shall make an annual report to the HCCS Board of Trustees, the Board of the School District, and appropriate municipal. The report shall include the Corporation’s acts, goals, and financial condition.
3. Board of Directors
3.01. Number; Composition
(a) The Board of Directors will consist of six or more voting members (each, a “Director”), the number thereof to be determined from time to time by resolution of the Board of Directors. Notwithstanding the foregoing, the number of Directors shall not exceed the number allowable under the Michigan Open Meetings Act, Act 267 of 1967, codified at M.C.L. § 15.261 et seq., as amended (the “Open Meetings Act”), if the Corporation is determined to be subject to the Open Meetings Act by a court of competent jurisdiction.
(b) Directors may be drawn from the following constituencies: HCCS families, HCCS staff and faculty, HCCS Board members and the public at large. At least two HCCS Board of Trustee Members will be on the HCCSF Board. Effort shall be made to insure broad Washtenaw County representation on the Board.
3.02. Manner of Election; Term
(a) The initial Directors of the Corporation (the “Initial Directors”) have been appointed by the Incorporators of the Corporation. At the first regular meeting of the Board of Directors after the adoption of these Bylaws, the Secretary of the Corporation will choose, by random lot, one-third (1/3) of the Initial Directors to hold an initial term ending on the June 30, 2013[A1] ; one-third (1/3) to hold an initial term ending on June 30, 2014; and one-third (1/3) to hold an initial term ending on June 30, 2015.
(b) All subsequent Directors shall be elected by the Board of Directors at any regular meeting of the Board of Directors held prior to the commencement of the term for which such Directors are elected. The term of each such Director shall commence immediately following his or her election and shall continue for three years.
(c) In all cases, the term of a Director or an Officer shall continue until his or her successor is duly elected and qualified, or until his or her earlier resignation or removal.
3.03. Resignation; Removal; Vacancies
(a) Any Director may resign at any time upon notice given in writing or by electronic transmission to the Corporation.
(b) Any Director shall be removed from office (i) upon his or her absence from three consecutive regular meetings of the Board of Directors, unless the Board in its sole discretion waives such removal under special circumstances; or (ii) upon the vote of two-thirds (2/3) of all Directors then in office.
(c) Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the Board Each Director so elected shall hold office until the expiration of the term of office of the Director whom he or she has replaced. To the extent possible, the provisions of Section 2.01(b) shall be observed in filling any vacancy.
3.04. Meetings of the Board of Directors
(a) The Board of Directors shall hold an annual meeting on or before December 31st of each year. Other regular meetings of the Board of Directors may be held at such times as the Board of Directors may from time to time determine, and if so determined notices thereof need not be given.
(b) Special meetings of the Board of Directors may be held whenever called by the Chairman, the President, or any two Directors, in each case by written or electronic communication to the Secretary, not later than 96 hours before the date and time of the special meeting. The Secretary thereupon shall communicate the date and time of the special meeting (as set forth in the notice given to the Secretary) to all Directors and Observers, at least 72 hours before the date and time of the special meeting.
(c) Any meeting of the Board of Directors may be held at any time or place within or without the State of Michigan determined (i) in the case of annual or regular meetings, by the Board of Directors; or (ii) in the case of special meetings by the person or person calling the meeting.
(d) Directors may participate in a meeting of the Board of Directors by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 2.04(d) shall constitute presence in person at such meeting.
(e) At all meetings of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business. Except in cases in which the Articles or these Bylaws otherwise provide, the vote 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.
(f) Meetings of the Board of Directors shall be presided over by the President. In the absence of the President, by a meeting chair chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the meeting chair may appoint any person to act as secretary of the meeting.
(g) Unless otherwise restricted by the Articles or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all Directors consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
3.05. Presumption of Assent
A Director who is present at a meeting of the Board of Directors, or any committee thereof, shall be presumed to have concurred in any action taken at the meeting, unless his or her dissent to such action shall be entered in the minutes of the meeting or unless the Director shall submit his or written dissent to the person acting as the secretary of the meeting before the adjournment of the meeting or shall deliver or send such dissent by registered or certified mail to the secretary of the Corporation promptly after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action. A Director who is absent from a meeting of the Board, or any committee thereof, at which such action is taken shall be presumed to have concurred in the action unless he or she shall deliver or send by registered or certified mail his or her dissent to such action to the secretary of the Corporation or shall cause such dissent to be filed with the minutes of the proceedings of the Board or the committee within a reasonable time after learning of such action.
3.06. Management by the Board of Directors
(a) The Board of Directors shall have control of all disbursements necessary for the conduct of the Corporation, and shall have general management, supervision and control of the affairs of the Corporation, and shall fix the rate of compensation of any employee.
(b) The Board of Directors shall have the power to make contracts and other indebtedness for carrying on the corporate
Approved December 7, 2015
business of the Corporation and shall execute, or cause the Officers to execute, mortgages, trust deeds and other contracts as may become necessary in conducting the business of the Corporation.
4.01. Appointment of Committees
The Board of Directors may, by resolution adopted by a majority of the whole Board of Directors, designate one or more committees; each committee shall consist of two or more of the Directors and may include one or more non-board members. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation. The designation of such committees and the delegation thereto of authority shall not relieve the Board of Directors, or any individual Director, of any responsibility imposed by law.
4.02. Standing Committees
Without limiting the generality of Section 3.01, the Board of Directors, by resolution adopted by a majority of the whole Board of Directors, shall appoint Directors, and may, Officers, and/or other persons, to each of the following committees (the “Standing Committees”):
(a) Executive Committee. The executive committee of the Board of Directors (the “Executive Committee”) shall consist of the President, the Vice President, the Secretary, and the Treasurer. The Executive Committee may exercise all any part of all of the powers of the Board of Directors in the management of the business and affairs of the Corporation, to the extent specified in one or more resolutions of the Board of Directors adopted by a majority of the whole Board of Directors.
(b) Finance Committee. During the first year after the filing of the Articles, the finance committee of the Board of Directors (the “Finance Committee”) shall formulate an investment policy for the Corporation, which shall be presented to the Board of Directors for adoption. Thereafter, the Finance Committee shall review the investment policy annually, and present recommended changes to the Board of Directors for consideration. The Finance Committee also shall review, on a quarterly basis, the Corporation’s investments to ensure that the investment policy is being followed.
(c) Governance Committee. The Governance Committee of the Board of Directors (the “Governance Committee”) shall initiate a plan for succession planning and shall develop a list of nominees from which the Directors shall be elected. In addition, the Governance Committee is responsible for the evaluation process of the Board as a whole and individual board members.
4.03. Rules of Business
Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence of such rules, each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Section 2 of these Bylaws.
5.01. Election of Officers; Term of Office
(a) The officers of the Corporation (the “Officers”) shall include the President, the Vice President, the Secretary and the Treasurer. The Board may from time to time appoint such other Officers with such powers and duties as they shall seem necessary or desirable. One person may be elected to more than one office, but an Officer shall not execute, acknowledge, or verify an instrument in more than one capacity if the instrument is required by law or the Articles or these Bylaws to be executed, acknowledged, or verified by two or more Officers.
(b) Any Officer other than the Treasurer may or may not be a Director; the Treasurer shall be appointed from among the Directors.
(c) Each Officer shall hold office until his or her election and until his or her successor is elected and qualified, or until his or her earlier resignation or removal.
5.02. Resignation; Removal; Vacancies
Any Officer may resign at any time upon written notice to the Corporation. The Board may remove any Officer with or without cause at any time, but such removal shall be without prejudice to the contractual rights of such Officer, if any, with the Corporation. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board at any regular or special meeting.
5.03. Powers and Duties of Officers
The Officers shall have such powers and duties in the management of the Corporation as may be prescribed by the Board and, to the extent not so provided, as set forth below (subject to the control of the Board):
(a) Chief Executive Officer. The Board may designate a Chief Executive Officer. In the absence of such designation, the President shall be the Chief Executive Officer of the Corporation. The Chief Executive Officer shall have general and active management and control subject to the control of the Board. He or she shall also have such other powers and duties as may be assigned from time to time by the Board.
(b) President. The President shall have general and active management and control of the overall affairs and over the daily operations of the Corporation, including the right to hire and discharge employees other than elective Officers, subject however to the control of the Board. He or she shall see that all orders and resolutions of the Board are carried into effect and, in connection therewith, shall be authorized to delegate to other executive Officers such of his or her powers and duties as the President may deem advisable. The President shall preside at all meetings of the Board. The President may sign, either alone or with the Secretary, an Assistant Secretary or any other proper Officer thereunto authorized by the Board, any deeds, mortgages, bonds, contracts, or other instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed. He or she shall also have such other powers and duties as are incident to the office of President or as may be assigned from time to time by the Board.
(c) Vice-President. The Vice-President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall severally assist the President in the management of the business of the Corporation and the implementation of resolutions of the Board, and in the performance of such other duties as the President may from time to time prescribe.
(d) Secretary. The Secretary shall: (i) keep the minutes of the meetings of the Board of Directors in one or more books provided for that purpose; (ii) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (iii) be custodian of the corporate records of the Corporation; (iv) have general charge of the books of the Corporation; and (v) in general perform all duties as from time to time may be assigned to the Secretary by the Board or the President.
(e) Treasurer. The Treasurer shall have the custody of the funds and securities of the Corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and the Board, at the regular meetings of the Board or whenever they may require it, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation. If required by the Board, the Treasurer shall give the Corporation a bond for such term, in such sum and with such surety or sureties as shall be satisfactory to the Board for the faithful performance of the duties of his or her office and for the restoration to the Corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation.
6. Duties as to the Funds and Assets of the Corporation
The Board of Directors, by resolution, may authorize any officer or agent of the Corporation, in addition to the Officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation; such authority may be general or confined to specific instances. 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 to render it liable pecuniary for any amount, without such authorization.
6.02. Checks, Drafts, Etc.
All checks, drafts or other 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 or 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 Treasurer or an assistant treasurer and countersigned by the President or a vice-president of the Corporation.
6.03. Stock in Other Companies
In the absence of other arrangement by the Board, the President may vote, endorse for transfer or take any other action necessary with respect to shares of stock and securities issued by any other corporation and owned by the Corporation; and he may make, execute and deliver any proxy, waiver or consent with respect thereto.
All funds of the Corporation shall be deposited to its credit in such depository or depositories as the Board may designate, and for the purpose of such deposits, any person or person to whom such power is delegated by resolution of the Board may endorse, assign, and deposit checks, drafts and other orders for the payment of funds payable to the order of the Corporation. All checks, drafts or other orders for the payment of money issued by the Corporation shall be signed by such person or persons as may from time to time be designated by the Board.
6.05. Banking—Trust Accounts
(a) Any fund or funds or assets of any kind or nature whatsoever which may be acquired by the Corporation from any source whatsoever may be transferred by the Board for the purpose of management and investment to any bank or banks in the State of Michigan, having trust powers and active in the acceptance and management of trusts.
(b) Any transfer of any asset of the Corporation made to any of such banks shall vest legal title to any such asset in the said transferee bank, as agent of and custodian for the Corporation, nevertheless, for the sole purpose of management and investment subject to the approval of the Board and any income thereon shall be income of the Corporation. The Board may enter into an agency agreement with each such bank, giving each of them such powers and duties pertaining to the assets so held by it as may be deemed proper and consistent with the purposes of the Corporation by the Board of Directors, and agreed to by said bank.
Disbursements from the income or from the assets of the Corporation shall be made for uses and purposes consistent with the objects and purposes of the Corporation as outlined in the Articles and these Bylaws.
Any contribution to the Corporation through any means whatsoever shall not be complete until accepted by the Corporation through action of the Board, and the Board shall have full authority to reject or refuse to accept any contribution for any reason deemed adequate or sufficient to the Board, including but not limited to the specification of a use of, or a restriction on the use of, any contribution which conflicts with the purposes of the Corporation, its tax‑exempt status, or its status as a public charity.
6.08. Restricted Gifts
Notwithstanding any provision in these Bylaws to the contrary, the Board shall at all times be governed in the expenditure of any fund or funds or other property by any terms of restriction or direction which may be contained in any instrument under which the said property may be received and accepted by the Corporation so long as said directions or restrictions are consistent with the donor’s purpose in specifying them and are compatible with the Corporation’s purposes, its tax‑exempt status, and its status as a public charity. If at any time it shall appear to the Board that circumstances have so changed as to make unnecessary, undesirable, impractical or impossible a literal compliance with the expressed desire of a donor or testator, it may take such steps as it deems necessary to direct the application of any such funds to such other educational, charitable, literary or religious purposes of a public nature, or others of a similar nature recognized by the federal government as entitled to tax exemption, as in its judgment will to the extent possible carry out the purposes of such donor or testator.
7. General Provisions
These Bylaws may be amended or repealed, and new Bylaws may be adopted, by vote of a three-fifths (3/5) majority of all Directors then in office, at any regular meeting of the Board or any special meeting of the Board called for that purpose. The resulting Bylaws may contain any provision for the regulation and management of the Corporation not inconsistent with law and the Articles. To be properly considered by the Board, any such amendment first shall be proposed in writing and filed with the Secretary. The Secretary shall see that a copy of the proposed amendment is sent to all Directors at least two weeks prior to the regular meeting or special meeting at which the amendment is to be considered. In the event of any amendment of the Michigan Nonprofit Corporation Act or other law applicable to the Corporation or of the Articles inconsistent with these Bylaws, parts of the Bylaws which merely summarize or restate the provisions of the Articles or the provisions of the Michigan Nonprofit Corporation Act or other law applicable to the Corporation, shall be operative with respect to the Corporation only so far as they are descriptive of existing law and of the Articles as amended.
When the purposes for which the Corporation was established have been accomplished or abandoned, the Corporation may be dissolved by the vote of a majority vote of all Directors then in office. After paying or adequately providing for the debts and obligations of the Corporation, the remaining assets shall be distributed to HCCS, if in existence; if not, to the School District, if in existence; and if not to some other foundation or corporation to which such assets may be distributed as provided in Section 6 of the Articles and that has an educational purpose, as determined by a majority vote of all Directors then in office.
7.03. Reference to the Code
Any reference in these Bylaws to the Code or to any provision of the Code refers (i) to the final regulations thereunder and (ii) to the Code or to such provision or to the final regulations thereunder as they may hereafter be amended or supplemented, or, they are replaced by new statutes or regulations of similar import, to such replacement statutes or regulations.
Approved December 7, 2015