THE WETHERSFIELD  EDUCATION Foundation INC. BYLAWS 

 

ARTICLE 1
NAME

 

The name of this organization shall be The Wethersfield Education Foundation, Inc.

 

ARTICLE 2
PURPOSE AND MISSION

The Wethersfield Education  Foundation, Inc. is a not-for-profit corporation whose purpose is to benefit the Wethersfield public schools by providing financial assistance to specific non-profit Wethersfield initiatives, cause or causes through annual non-partisan fundraising.

 

ARTICLE 3
AFFILIATION

 

The Wethersfield Education Foundation Inc., shall not be affiliated with any other organization. It shall be an independent, non-profit organization. It may cooperate with other organizations which promote its goals and objectives. 

 

ARTICLE 4
MEMBERSHIP

 

The Wethersfield Education Foundation Inc. shall have members and can include anyone interested in promoting the mission of the corporation.
 

ARTICLE 5
BOARD OF DIRECTORS AND OFFICERS

 

The business and affairs of the Wethersfield Education Foundation Inc. shall be managed by the Board of Directors (“Board”).

 

The Board shall consist of a maximum of 11(11) voting members, which can be increased or decreased depending upon the need.  (Any such changes in the number of voting members shall be made by an amendment to these By-Laws, as provided in Article 10.) The Board shall initially be comprised of the Officers and those Board Members designated in the Articles filed with the Connecticut Secretary of the State.

 

The Board shall meet a minimum of four (4) times per year, at such time and place as the Board shall designate. 

 

The officers of this organization shall be President, Vice President, Secretary, Treasurer. 

 

A vacancy on the Board shall be declared when a Board Member or Officer resigns, dies or fails to attend without due cause three (3) consecutive duly called meetings. 

 

The Board, upon recommendation of the nominating committee, shall fill any voting member vacancy on the Board for the remainder of the term through appointment. 

 

At the initial election of Board members three (3)) Members shall be selected for a three (3) year term and three (3) members elected  for a two (2) year term,and three (3) members for a one (1) year  term so that the service of Directors is staggered for the purpose of continuity .

Two additional board members were added bringing the membership of the board to eleven (11).  After the first year, new board members will serve a three year term. 

 

50 % of total board members present at any meeting shall constitute a quorum 

ARTICLE 6
ANNUAL MEETING/ELECTIONS

 

The Annual Meeting of The Wethersfield Education Foundation, Inc. shall be held each year between October 1 and December 31.  At each Annual Meeting a single slate of nominations of Officers and voting Board Members shall be presented by the Nominating Committee. Additional nominations may be made by Board Members provided that prior consent of the nominee has been secured.

 

The election of Officers and voting Board Members shall take place at the Annual Meeting by a simple majority vote of the voting Board members. The term of Officers  shall begin with the Annual meeting and continue for a period of two years or until their successors are chosen. 

 

Officers shall be eligible for two (2) consecutive terms.

 

ARTICLE 7
DUTIES OF OFFICERS

 

The President shall preside at all meetings, appoint all committees as directed by the organization and carry on all other duties connected with the office. 

 

The Vice President shall assist the President and shall serve as President in the absence of the President. 

 

The Secretary shall record the proceedings of all meetings of the organization and the Board and shall conduct the correspondence of the organization. 

 

The Treasurer shall administer the funds of the organization as directed by the Board and shall maintain records for each fiscal year reporting when required to the Executive Board. The fiscal year shall be January 1to December 31

 

The Assistant Treasurer shall have the authority to fulfill the duties of the Treasurer when the Treasurer in unavailable.

 

ARTICLE 8
COMMITTEES

The President shall appoint chairpersons of standing and ad hoc committees.

 

Standing committees will be formed when deemed necessary. The President shall appoint chairpersons of the standing committees

 

Other standing or ad hoc committees will be formed as deemed necessary. 

 

The President shall serve as an ex-officio member of all committees except the nominating committee

 

All committee chairmen shall submit, by the end of the fiscal year to her/his successor and to the President, an annual report in writing. 

 

ARTICLE 9
FUNDS AND LIABILITY

 

No part of the funds of the organization shall inure to the benefit of or be distributable to its individual officers or other private persons, except that the organization shall be empowered and authorized to pay reasonable compensation for the services rendered and to make payments and distributions in furtherance of the purposes set forth in Article 2 above. 

 

No substantial part of the activities of the organization shall be the carrying out of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in or intervene in (including publication or distribution of statements) any political campaign on behalf of any candidate for public office.

 

Notwithstanding any other provision of these by-laws, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). 

 

On dissolution of the organization, the Board shall, after paying or making provision for the payment of all the liabilities of the organization, dispose of all assets of the organization according to the provisions of Article 12.

 

ARTICLE 10
AMENDMENTS 

 

These By-Laws may be amended and/or revised at a meeting of the Board by a two thirds (2/3) majority of voting Board Members attending, provided that advance notice of such proposed amendments and/or revisions shall have made available to all Board Members. 

 

  ARTICLE 11
DISSOLUTION

 

The Wethersfield Education Foundation, Inc. may be dissolved at any general or special Board meeting by a resolution adopted by an affirmative vote of two thirds (2/3) of the voting Board Members, provided that advance notice of such proposed amendments and/or revisions shall have made available to all Board Members. 

 

Upon dissolution of the corporation, the Board shall, after paying or making provision for the payment of all liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation in such manner, or such organization or charitable, educational, religious, or scientific as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1954 (or corresponding provisions of any future United States Internal Revenue Law) as the Board shall determine. Any such assets not so disposed of shall be disposed of by the Superior in the County in which the principal office of the corporation is located, exclusively for such purposes. 

 

ARTICLE 12
PARLIAMENTARY PROCEDURES

 

Robert's Rules of Order, Newly Revised, when not in conflict with these By-laws, shall govern the proceedings of this organization. All votes must be made in person and no electronic votes shall be recognized.  Conference call meetings are prohibited.

 

ARTICLE 13

STATE AND FEDERAL LAWS

 

All provisions of these By-laws shall apply except when in conflict with state or federal laws respecting non-profit corporations.

 

Approved on December  2017 By the Corporation

Updated 2022

 

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