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Bylaws

The Valdosta City Schools Foundation, Inc. 

Article I

Board of Trustees

SECTION I. POWERS, NUMBER, TERM, AND COMPENSATION OF TRUSTEES

            The affairs of the Foundation shall be governed by a Board of Trustees consisting of not more than fifteen (15) nor fewer than nine (9) trustees, who shall be elected for terms of one (1) to three (3) years.  The terms of Trustees shall be staggered so that approximately one-third of those in office shall be elected each year.

            In regard to the election of the Trustees, two of the Trustees shall be elected by the Valdosta Board of Education who shall elect two of its members who are duly elected and serving on the Valdosta Board of Education, to the Board of Trustees.  The Superintendent of the Valdosta City School System shall serve as on Trustee and the remaining Trustees shall be elected by the current Board of Trustees at its annual meeting.

            In addition to the elected trustees specified above, the Board of Trustees may from time to time recognize retiring or former trustees by electing them to emeritus status.  Emereti trustees shall receive notice of all meetings of the Board of Trustees and are welcome to attend and share in the meeting, but shall not be voting members.

            Beginning with those Trustees whose terms expire, no Trustee shall serve more than two full three-year terms or six consecutive years, (except the Superintendent’s position, who will serve so long as he is serving as Superintendent), except those who were first elected to fill unexpired terms of less than three years and any officers whose terms would otherwise expire.

            The elected Trustees shall be annual donors to the Foundation.  They shall serve as such without compensation whatsoever from the Foundation.

SECTION 2. ORGANIZATION, MEETINGS.

            At each meeting of the Board of Trustees, the Chairman shall, if present, preside, and the Secretary, if present, shall record the minutes.  In the absence of the Chairman, the Vice Chairman shall preside.  In the absence of the Vice Chairman, the trustees shall elect a presiding officer for the meeting.  In the absence of the Secretary, the presiding officer shall appoint a Trustee or staff member to record the minutes.

            The annual meeting of the Board of Trustees shall be held in the City of Valdosta, Georgia, in November at a time specified by the Chairman.  The Trustees shall hold at least one other regular meeting during each calendar year at a date and time specified by the Chairman, or Board of Trustees.  Special meetings of the Board of Trustees shall be held upon the call of the Chairman, or of a majority of the trustees at such time and place as shall be stated in the notice of the meeting.

            Written notice of each meeting of the Board of Trustees shall be given by the Secretary, by mail or in person to each Trustee at least seven (7) calendar days prior to the meeting.

SECTION 3. VACANCIES

            Any vacancies on the Board of Trustees may be filled by the Board at any time after such vacancy occurs, and shall be so filled at a special meeting called for the purpose within one month after such vacancy occurs, if, as a result of the vacancy, the number of elected Trustees then serving is reduced below five (5).  Each Trustee elected to fill a vacancy shall serve for the remainder of the term of the Trustee he is succeeding.

SECTION 4. RESIGNATION AND REMOVAL

            Any Trustee may resign at any time by giving to the Chairman or the Secretary written notice of his intention to do so.  Such resignation shall take effect at the time specified in such notice, and, unless otherwise specified therein, the acceptance of said resignation shall not be necessary to make it effective.  Any Trustee shall be subject to removal at any time by a majority vote of all Trustees in attendance at a regular or special meeting of the Board.

            If, at any time, a trustee serving as a trustee as a result of his position on the Valdosta Board of Education, or as Superintendent of the Valdosta City Schools, and such individual shall resign from such position or shall be removed from such position, whether voluntarily or involuntarily, then such individual shall also resign from the Board of Trustees.

SECTION 5. QUORUM

            Unless otherwise provided by law, one-half (1/2) of the Trustees, at least a majority of whom shall be elected Trustees, shall constitute a quorum for the transaction of business at any meeting of the Board of Trustees.  Except as otherwise provided by these bylaws, the affirmative vote of a majority of a quorum shall constitute approval of any matter before the Board of Trustees.

ARTICLE II

OFFICERS

SECTION 1. NUMBER

            The officers of the foundation shall consist of a Chairman, Vice Chairman, Secretary, and Treasurer, and such other officers, if any, as the Board of Trustees may, from time to time determine.

SECTION 2. ELECTION, TERM OF OFFICE, AND QUALIFICATIONS

            The Chairman, Vice Chairman, Secretary and Treasurer, and any other officers designated by the Board of Trustees shall be Trustees and shall be elected at the annual meeting by the Trustees and shall serve for a term of one year beginning the following January 1 and ending December 31 or until the election of their successors and their acceptance of office.

SECTION 3. REMOVAL

            Any officer may be removed, by a majority vote of the Board of Trustees.

SECTION 4. RESIGNATION

            Any officer may resign at any time by giving written notice to the Chairman or Secretary.  Any such resignation shall take effect at the time specified therein, and the acceptance of such resignation shall not be necessary to make it effective.

SECTION 5. VACANCIES

            A vacancy in any office shall be filled by the Board of Trustees

SECTION 6. THE CHAIRMAN

            The Chairman shall be the presiding officer of the Board of Trustees, and shall have such other duties as, from time to time, may be assigned to him by the Board of Trustees.

SECTION 7. THE VICE CHAIRMAN

            The Vice Chairman shall serve as a presiding officer of the Board of Trustees in the event of the absence of the Chairman.  The Vice Chairman shall also perform such duties as may, from time to time, be assigned to him by the Chairman.  The Vice Chairman will also serve as presiding officer of the Trusteeship Committee.

SECTION 8. THE TREASURER

            The Treasurer shall be the chief financial officer of the Foundation and shall cause to be prepared an shall render a statement based on generally accepted accounting principles showing the financial condition of the Foundation at least annually at the regular meeting of the Board of Trustees.

            The Treasurer shall work cohesively with the executive director, together they will have charge and custody of and be responsible for all funds and securities of the Foundation; receive all monies due and payable to the Foundation from any source whatsoever, and deposit all such monies in the name of the Foundation in such banks, trust companies, or other depositories as shall be selected by the Board of Trustees, keep and maintain adequate and correct books of account and records respecting the Foundation’s transactions; exhibit such books of account and records to the Chairman, Vice Chairman, or Secretary upon request; and shall perform such further duties as are incident to the Office of Treasurer and as, from time to time, may be assigned by the Chairman, Vice Chairman, or the Board of Trustees.

SECTION 9. THE SECRETARY

            The Secretary of the Foundation shall have charge of the seal and corporate books and records of the Foundation, shall issue notices of meetings to the Trustees, shall execute and sign such instruments as require his signature or attestation, and shall make such reports and perform such other duties as are incident to his office or may be required of him the Chairman, Vice Chairman, or the Board of Trustees.

SECTION 10. ABSENCE OR DISABILITY

            In case of absence or disability of any officer, or for any other reason the Board of Trustees deems sufficient, the Board may delegate all or part of the powers and duties of such officer to any other officer or to any other person. 

ARTICLE III

COMMITTEES

SECTION 1. THE EXECUTIVE COMMITTEE

            The Executive Committee shall consist of the Chairman, the Vice Chairman, and up to three additional members selected by the Board of Trustees at its annual meeting.  The three additional members do not have to hold the office of Trustee.  The Chairman shall be the Chairman of the Committee.

            The Executive Committee shall have general supervision of all questions affecting the policy, property, and functions of the Foundation within such limits and upon such conditions, if any, as may be set from time to time by the Board of Trustees.

SECTION 2. MEMBERSHIP COMMITTEE

            The Membership/Trusteeship Committee shall consist of the Vice Chairman who shall chair the committee and at least one other trustee appointed by the Chairman and confirmed by the Board of Trustees.  In addition, the committee may include up to three members who are not trustees who are appointed by the Chairman and confirmed by the Board of Trustees.

            The trustees shall be responsible for identifying, informing, attracting, and training outstanding alumni and friends as Trustees for the Foundation.

            The trustees shall be responsible for monitoring the performance of trustees in fulfilling their responsibilities to the Foundation, including but not limited to gift support and attendance.

            The Membership/Trusteeship Committee shall further be responsible for seeking gift support for the Foundation.

SECTION 3. FINANCE COMMITTEE

            The Finance Committee shall consist of the Treasurer who shall chair the committee and one other Trustee.  In addition, the committee may include up to three (3) members who are not trustees who are appointed by the Chairman and confirmed by the Board of Trustees.

            A majority of the members of such committee shall constitute a quorum.  All actions of the committee shall require an affirmative vote by the majority of the members in attendance.  The committee shall be responsible:

(a)    To recommend to the Board the Foundation’s annual operating budget and to amend that budget as needed during the year as long as the total budget amount is not exceeded.

(b)   To appoint an independent auditor for the Foundation’s annual audit of its financial records and statement, to review and approve the audited financial statement, and to review the auditor’s management letter and managements’ response.

(c)    To review at least annually the Foundation’s financial statements.

(d)   To establish policies to provide for operating and reserve funds for the Foundation.

(e)    To provide appropriate insurance coverage for the Foundation’s liabilities.

(f)     To establish investment goals, objectives, and policies for the Foundation’s assets and to appoint external managers as necessary to carry out these policies.

(g)    To establish other policies as necessary to ensure that the Foundation’s financial management is in good order.

SECTION 4. BYLAW COMMITTEE

            The committee shall consist of the Chairman who shall serve as Chairman and at least four (4) trustees appointed by the Chairman and confirmed by the Board of Trustees.  In addition, the Chairman may appoint up to two members who are not trustees subject to the approval of the Board of Trustees.

            A quorum shall consist of a majority of the trustee members.  All action of the committee shall require an affirmative vote of the majority of the members in attendance.

            The committee shall be responsible for conducting an annual review of the bylaws and articles of incorporation and recommending changes, if any, to the Board of Trustees.

SECTION 5. WAYS AND MEANS COMMITTEE

            The committee shall consist of the Chairman, the treasurer and up to five additional trustees as appointed by chairman and confirmed by the Board of Trustees. 

            The trustees shall be responsible for the implementation, gift support, and completion of fundraising events for the Foundation.  Examples include but are not limited to Winnersville Annual 5K, Celebrity Spelling Bee and Annual Giving Campaign. 

SECTION 5. OTHER COMMITTEES

            The Chairman, subject to the approval of the Board of Trustees, or the Board of Trustees may provide for such other committees as may be deemed to be needed, may determine the number and selection of members thereof, and prescribe their duties. 

ARTICLE IV

OTHER MATTERS

SECTION 1. AUDIT, FISCAL YEAR

            The Foundation shall have an annual audit of its financial records by an independent firm of Certified Public Accountants.  The Foundation’s fiscal year shall be January 1 to December 31.

SECTION 2. SEAL

            The seal of the Foundation shall be in the following form:

            Two concentric circles: “The Valdosta City Schools Foundation, Inc. *GA*” shall be between the inner and outer circles.  “Incorporated 1999” shall be inside the inner circle.

SECTION 3. INTERPRETATION OF BYLAWS

            The Board of Trustees shall have the authority to interpret and construe these bylaws and shall consult the Secretary in so doing.

SECTION 4. ACCEPTANCE OF GIFTS

            The Board of Trustees shall consider acceptance of all gifts or donations.  The Board of Trustees shall not accept a gift or donation of any kind which shall or may require payment of any annuity or other charge from the funds or resources of the Foundation.  This proscription shall not apply to any gift where the annuity or other charge is payable solely from the income and/or principal of such gift or donation.  

 SECTION 5. SIGNING OF CHECKS

            All checks or drafts drawn in amount over $1,000.00 on the Foundation’s bank account shall bear two signatures of persons duly authorized by the Board of Trustees to sign checks for the Foundation.

SECTION 6. WAIVER OF NOTICE

            Whenever notice of any meeting is required to be given to any trustee, it may be waived in writing, and shall be deemed waived if the person entitled thereto is present in person at such meeting.

SECTION 7. GENDER

            All masculine references in these bylaws shall be presumed to include both women and men.

SECTION 8. ATTENDANCE

            All trustees are expected to attend duly called meetings of the Board of trustees and any committee to which they are assigned unless they have an unavoidable conflict.  The Trusteeship Committee, in considering trustees for reappointment, shall give due weight to attendance.

SECTION 9. CONFLICTS OF INTEREST

  1. Definition- A member of the Board of Trustees is considered to have a conflict of interest if:

(1)   the member has existing or potential financial of other interests in a matter before the Board which might reasonably appear to impair the member’s independent, unbiased judgment in the discharge of the member’s responsibilities to the Foundation; or 

(2)   the member is aware that a family member in his household, or any organization of which the member is an officer, director, employee, member, partner, trustee, or controlling stockholder has existing or potential financial or other interests in such matter and from voting on it. 

  1. Vote-No trustee may vote on any matter in which the trustee has a conflict of interest.  Further, the minutes are to reflect that a disclosure was made that the member having a conflict of interest abstained from participating in the discussion of the matter and from voting on it.
  2. Question- A trustee who is uncertain of a conflict of interest may request the Board of Trustees or the Executive Committee to resolve the question by a majority vote.

SECTION 10. INDEMNIFICATION

  1. The Foundation, at the discretion of its trustees, may indemnify each trustee, for the defense of civil or criminal actions or proceedings as hereinafter provided and notwithstanding any provisions in these bylaws, in a manner and to the extent permitted by applicable law.

  2. The Foundation may indemnify each of the trustees, as aforesaid, from and against any and all judgments, fines, amounts paid in settlement, and reasonable expenses and attorney’s fees, actually and necessarily incurred or imposed as a result of such action or proceeding or any appeals therein, imposed upon or asserted against him by reason of being or having been such a trustee or officer and acting within the scope of his official duties, but only when the determination shall have been made judicially or in the manner herein provided that he acted in good faith for a purpose which he reasonably believed to be in the best interest of the Foundation and, in the case of a criminal action or proceeding, in addition, had no reasonable cause to believe that his conduct was unlawful. 

    This indemnification shall be made only if the Foundation shall be advised by its Board of Trustees acting (1) by a quorum consisting of trustees who are not parties to such action or proceeding upon a finding or, that (2) if a quorum under (1) is not obtainable with due diligence, upon the opinion in writing of independent legal counsel that, the trustee or officer has met the foregoing applicable standard of conduct.  If the foregoing determination is to be made by the Board of Trustees, it may rely, as to all questions of law, on the advice of Independent legal counsel. 

  1. Every reference herein to a trustee of the Board or officer of the Foundation shall include every trustee and officer thereof or former trustee or officer thereof.  The indemnification shall apply to all the judgments, fines, amounts in settlement, and reasonable expenses described above whenever arising, allowable as above stated.  The rights of indemnification herein provided shall be in addition to any and all rights to which any trustee or provisions hereof shall neither impair nor adversely affect such rights.

SECTION 11. PARLIAMENTARY AUTHORITY

            Parliamentary rules, as stated in the most recent edition of Robert’s Rules of Order Newly Revised, shall govern the procedures at all meeting of the Foundation.

SECTION 12. AMENDMENTS

            These bylaws may be altered, amended, or replaced by the Board of Trustees at any meeting thereof by the affirmative vote of a majority of the trustees.  Notice of any proposed change or alteration shall be given in the notice of the meeting.

Bylaws

The Valdosta City Schools Foundation, Inc. 

Article I

Board of Trustees

SECTION I. POWERS, NUMBER, TERM, AND COMPENSATION OF TRUSTEES

            The affairs of the Foundation shall be governed by a Board of Trustees consisting of not more than nine (9) nor fewer than seven (7) trustees, who shall be elected for terms of one (1) to three (3) years.  The terms of Trustees shall be staggered so that approximately one-third of those in office shall be elected each year.

            In regard to the election of the Trustees, two of the Trustees shall be elected by the Valdosta Board of Education who shall elect two of its members who are duly elected and serving on the Valdosta Board of Education, to the Board of Trustees.  The Superintendent of the Valdosta City School System shall serve as on Trustee and the remaining Trustees shall be elected by the current Board of Trustees at its annual meeting.

            In addition to the elected trustees specified above, the Board of Trustees may from time to time recognize retiring or former trustees by electing them to emeritus status.  Emereti trustees shall receive notice of all meetings of the Board of Trustees and are welcome to attend and share in the meeting, but shall not be voting members.

            Beginning with those Trustees whose terms expire, no Trustee shall serve more than two full three-year terms or six consecutive years, (except the Superintendent’s position, who will serve so long as he is serving as Superintendent), except those who were first elected to fill unexpired terms of less than three years and any officers whose terms would otherwise expire.

            The elected Trustees shall be annual donors to the Foundation.  They shall serve as such without compensation whatsoever from the Foundation.

SECTION 2. ORGANIZATION, MEETINGS.

            At each meeting of the Board of Trustees, the Chairman shall, if present, preside, and the Secretary, if present, shall record the minutes.  In the absence of the Chairman, the Vice Chairman shall preside.  In the absence of the Vice Chairman, the trustees shall elect a presiding officer for the meeting.  In the absence of the Secretary, the presiding officer shall appoint a Trustee or staff member to record the minutes.

            The annual meeting of the Board of Trustees shall be held in the City of Valdosta, Georgia, in November at a time specified by the Chairman.  The Trustees shall hold at least one other regular meeting during each calendar year at a date and time specified by the Chairman, or Board of Trustees.  Special meetings of the Board of Trustees shall be help upon the call of the Chairman, or of a majority of the trustees at such time and place as shall be stated in the notice of the meeting.

            Written notice of each meeting of the Board of Trustees shall be given by the Secretary, by mail or in person to each Trustee at least seven (7) calendar days prior to the meeting.

SECTION 3. VACANCIES

            Any vacancies on the Board of Trustees may be filled by the Board at any time after such vacancy occurs, and shall be so filled at a special meeting called for the purpose within one month after such vacancy occurs, if, as a result of the vacancy, the number of elected Trustees then serving is reduced below five (5).  Each Trustee elected to fill a vacancy shall serve for the remainder of the term of the Trustee he is succeeding.

SECTION 4. RESIGNATION AND REMOVAL

            Any Trustee may resign at any time by giving to the Chairman or the Secretary written notice of his intention to do so.  Such resignation shall take effect at the time specified in such notice, and, unless otherwise specified therein, the acceptance of said resignation shall not be necessary to make it effective.  Any Trustee shall be subject to removal at any time by a majority vote of all Trustees in attendance at a regular or special meeting of the Board.

            If, at any time, a trustee serving as a trustee as a result of his position on the Valdosta Board of Education, or as Superintendent of the Valdosta City Schools, and such individual shall resign from such position or shall be removed from such position, whether voluntarily or involuntarily, then such individual shall also resign from the Board of Trustees.

SECTION 5. QUORUM

            Unless otherwise provided by law, one-half (1/2) of the Trustees, at least a majority of whom shall be elected Trustees, shall constitute a quorum for the transaction of business at any meeting of the Board of Trustees.  Except as otherwise provided by these bylaws, the affirmative vote of a majority of a quorum shall constitute approval of any matter before the Board of Trustees.

ARTICLE II

OFFICERS

SECTION 1. NUMBER

            The officers of the foundation shall consist of a Chairman, Vice Chairman, Secretary, and Treasurer, and such other officers, if any, as the Board of Trustees may, from time to time determine.

SECTION 2. ELECTION, TERM OF OFFICE, AND QUALIFICATIONS

            The Chairman, Vice Chairman, Secretary and Treasurer, and any other officers designated by the Board of Trustees shall be Trustees and shall be elected at the annual meeting by the Trustees and shall serve for a term of one year beginning the following January 1 and ending December 31 or until the election of their successors and their acceptance of office.

SECTION 3. REMOVAL

            Any officer may be removed, by a majority vote of the Board of Trustees.

SECTION 4. RESIGNATION

            Any officer may resign at any time by giving written notice to the Chairman or Secretary.  Any such resignation shall take effect at the time specified therein, and the acceptance of such resignation shall not be necessary to make it effective.

SECTION 5. VACANCIES

            A vacancy in any office shall be filled by the Board of Trustees

SECTION 6. THE CHAIRMAN

            The Chairman shall be the presiding officer of the Board of Trustees, and shall have such other duties as, from time to time, may be assigned to him by the Board of Trustees.

SECTION 7. THE VICE CHAIRMAN

            The Vice Chairman shall serve as a presiding officer of the Board of Trustees in the event of the absence of the Chairman.  The Vice Chairman shall also perform such duties as may, from time to time, be assigned to him by the Chairman.  The Vice Chairman will also serve as presiding officer of the Trusteeship Committee.

SECTION 8. THE TREASURER

            The Treasurer shall be the chief financial officer of the Foundation and shall cause to be prepared an shall render a statement based on generally accepted accounting principles showing the financial condition of the Foundation at least annually at the regular meeting of the Board of Trustees.

            The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Foundation; receive all monies due and payable to the Foundation from any source whatsoever, and deposit all such monies in the name of the Foundation in such banks, trust companies, or other depositories as shall be selected by the Board of Trustees, keep and maintain adequate and correct books of account and records respecting the Foundation’s transactions; exhibit such books of account and records to the Chairman, Vice Chairman, or Secretary upon request; and shall perform such further duties as are incident to the Office of Treasurer and as, from time to time, may be assigned by the Chairman, Vice Chairman, or the Board of Trustees.

SECTION 9. THE SECRETARY

            The Secretary of the Foundation shall have charge of the seal and corporate books and records of the Foundation, shall issue notices of meetings to the Trustees, shall execute and sign such instruments as require his signature or attestation, and shall make such reports and perform such other duties as are incident to his office or may be required of him the Chairman, Vice Chairman, or the Board of Trustees.

SECTION 10. ABSENCE OR DISABILITY

            In case of absence or disability of any officer, or for any other reason the Board of Trustees deems sufficient, the Board may delegate all or part of the powers and duties of such officer to any other officer or to any other person. 

ARTICLE III

COMMITTEES

SECTION 1. THE EXECUTIVE COMMITTEE

            The Executive Committee shall consist of the Chairman, the Vice Chairman, and up to three additional members selected by the Board of Trustees at its annual meeting.  The three additional members do not have to hold the office of Trustee.  The Chairman shall be the Chairman of the Committee.

            The Executive Committee shall have general supervision of all questions affecting the policy, property, and functions of the Foundation within such limits and upon such conditions, if any, as may be set from time to time by the Board of Trustees.

SECTION 2. MEMBERSHIP COMMITTEE

            The Membership/Trusteeship Committee shall consist of the Vice Chairman who shall chair the committee and at least one other trustee appointed by the Chairman and confirmed by the Board of Trustees.  In addition, the committee may include up to three members who are not trustees who are appointed by the Chairman and confirmed by the Board of Trustees.

            The trustees shall be responsible for identifying, informing, attracting, and training outstanding alumni and friends as Trustees for the Foundation.

            The trustees shall be responsible for monitoring the performance of trustees in fulfilling their responsibilities to the Foundation, including but not limited to gift support and attendance.

            The Membership/Trusteeship Committee shall further be responsible for seeking gift support for the Foundation.

SECTION 3. FINANCE COMMITTEE

            The Finance Committee shall consist of the Treasurer who shall chair the committee and one other Trustee.  In addition, the committee may include up to three (3) members who are not trustees who are appointed by the Chairman and confirmed by the Board of Trustees.

            A majority of the members of such committee shall constitute a quorum.  All actions of the committee shall require an affirmative vote by the majority of the members in attendance.  The committee shall be responsible:

(a)    To recommend to the Board the Foundation’s annual operating budget and to amend that budget as needed during the year as long as the total budget amount is not exceeded.

(b)   To appoint an independent auditor for the Foundation’s annual audit of its financial records and statement, to review and approve the audited financial statement, and to review the auditor’s management letter and managements’ response.

(c)    To review at least annually the Foundation’s financial statements.

(d)   To establish policies to provide for operating and reserve funds for the Foundation.

(e)    To provide appropriate insurance coverage for the Foundation’s liabilities.

(f)     To establish investment goals, objectives, and policies for the Foundation’s assets and to appoint external managers as necessary to carry out these policies.

(g)    To establish other policies as necessary to ensure that the Foundation’s financial management is in good order.

SECTION 4. BYLAW COMMITTEE

            The committee shall consist of the Chairman who shall serve as Chairman and at least four (4) trustees appointed by the Chairman and confirmed by the Board of Trustees.  In addition, the Chairman may appoint up to two members who are not trustees subject to the approval of the Board of Trustees.

            A quorum shall consist of a majority of the trustee members.  All action of the committee shall require an affirmative vote of the majority of the members in attendance.

            The committee shall be responsible for conducting an annual review of the bylaws and articles of incorporation and recommending changes, if any, to the Board of Trustees.

SECTION 5. OTHER COMMITTEES

            The Chairman, subject to the approval of the Board of Trustees, or the Board of Trustees may provide for such other committees as may be deemed to be needed, may determine the number and selection of members thereof, and prescribe their duties. 

ARTICLE IV

OTHER MATTERS

SECTION 1. AUDIT, FISCAL YEAR

            The Foundation shall have an annual audit of its financial records by an independent firm of Certified Public Accountants.  The Foundation’s fiscal year shall be January 1 to December 31.

SECTION 2. SEAL

            The seal of the Foundation shall be in the following form:

            Two concentric circles: “The Valdosta City Schools Foundation, Inc. *GA*” shall be between the inner and outer circles.  “Incorporated 1999” shall be inside the inner circle.

SECTION 3. INTERPRETATION OF BYLAWS

            The Board of Trustees shall have the authority to interpret and construe these bylaws and shall consult the Secretary in so doing.

SECTION 4. ACCEPTANCE OF GIFTS

            The Board of Trustees shall consider acceptance of all gifts or donations.  The Board of Trustees shall not accept a gift or donation of any kind which shall or may require payment of any annuity or other charge from the funds or resources of the Foundation.  This proscription shall not apply to any gift where the annuity or other charge is payable solely from the income and/or principal of such gift or donation.  All transactions will be assessed a 5% administrative fee.

SECTION 5. SIGNING OF CHECKS

            All checks or drafts drawn in amount over $1,000.00 on the Foundation’s bank account shall bear two signatures of persons duly authorized by the Board of Trustees to sign checks for the Foundation.

SECTION 6. WAIVER OF NOTICE

            Whenever notice of any meeting is required to be given to any trustee, it may be waived in writing, and shall be deemed waived if the person entitled thereto is present in person at such meeting.

SECTION 7. GENDER

            All masculine references in these bylaws shall be presumed to include both women and men.

SECTION 8. ATTENDANCE

            All trustees are expected to attend duly called meetings of the Board of trustees and any committee to which they are assigned unless they have an unavoidable conflict.  The Trusteeship Committee, in considering trustees for reappointment, shall give due weight to attendance.

SECTION 9. CONFLICTS OF INTEREST

  1. Definition- A member of the Board of Trustees is considered to have a conflict of interest if:

(1)   the member has existing or potential financial of other interests in a matter before the Board which might reasonably appear to impair the member’s independent, unbiased judgment in the discharge of the member’s responsibilities to the Foundation; or

 

(2)   the member is aware that a family member in his household, or any organization of which the member is an officer, director, employee, member, partner, trustee, or controlling stockholder has existing or potential financial or other interests in such matter and from voting on it. 

  1. Vote-No trustee may vote on any matter in which the trustee has a conflict of interest.  Further, the minutes are to reflect that a disclosure was made that the member having a conflict of interest abstained from participating in the discussion of the matter and from voting on it.
  2. Question- A trustee who is uncertain of a conflict of interest may request the Board of Trustees or the Executive Committee to resolve the question by a majority vote.

SECTION 10. INDEMNIFICATION

  1. The Foundation, at the discretion of its trustees, may indemnify each trustee, for the defense of civil or criminal actions or proceedings as hereinafter provided and notwithstanding an provisions in these bylaws, in a manner and to the extent permitted by applicable law.
  2. The Foundation may indemnify each of the trustees, as aforesaid, from and against any and all judgments, fines, amounts paid in settlement, and reasonable expenses and attorney’s fees, actually and necessarily incurred or imposed as a result of such action or proceeding or any appeals therein, imposed upon or asserted against him by reason of being or having been such a trustee or officer and acting within the scope of his official duties, but only when the determination shall have been made judicially or in the manner herein provided that he acted in good faith for a purpose which he reasonably believed to be in the best interest of the Foundation and, in the case of a criminal action or proceeding, in addition, had no reasonable cause to believe that his conduct was unlawful. 

    This indemnification shall be made only if the Foundation shall be advised by its Board of Trustees acting (1) by a quorum consisting of trustees who are not parties to such action or proceeding upon a finding or, that (2) if a quorum under (1) is not obtainable with due diligence, upon the opinion in writing of independent legal counsel that, the trustee or officer has met the foregoing applicable standard of conduct.  If the foregoing determination is to be made by the Board of Trustees, it may rely, as to all questions of law, on the advice of Independent legal counsel. 
  1. Every reference herein to a trustee of the Board or officer of the Foundation shall include every trustee and officer thereof or former trustee or officer thereof.  The indemnification shall apply to all the judgments, fines, amounts in settlement, and reasonable expenses described above whenever arising, allowable as above stated.  The rights of indemnification herein provided shall be in addition to any and all rights to which any trustee or provisions hereof shall neither impair nor adversely affect such rights.

SECTION 11. PARLIAMENTARY AUTHORITY

            Parliamentary rules, as stated in the most recent edition of Robert’s Rules of Order Newly Revised, shall govern the procedures at all meeting of the Foundation.

SECTION 12. AMENDMENTS

            These bylaws may be altered, amended, or replaced by the Board of Trustees at any meeting thereof by the affirmative vote of a majority of the trustees.  Notice of any proposed change or alteration shall be given in the notice of the meeting.