Bylaws

 

BY LAWS OF

MEADOWS VALLEY COMMUNITY FOUNDATION, INC.

ARTICLE I – NAME AND PURPOSE

SECTION 1 – NAME: This organization shall be known as the MEADOWS VALLEY COMMUNITY

FOUNDATION, INC; an Idaho non-profit corporation located at New Meadows, Idaho, hereinafter referred

SECTION 2 – STATUS: MEADOWS VALLEY COMMUNITY FOUNDATION (MVCF) is organized

and operates under the Internal Revenue Code Sec 501(c) (3) of 1986 (or the corresponding provisions of

any future Internal Revenue Code); which might apply to non-profit corporations engaged in specific

SECTION 3 – REGISTERED OFFICE: The registered office of the Corporation required by the Idaho

Nonprofit Corporation Act Chapter 3, Title 30, Idaho Code (“Act”) to be maintained in the State of Idaho

shall be located at 401 Virginia Street, New Meadows, Idaho and may be changed from time to time by the

SECTION 4 – PURPOSE: The purpose of the MVCF is to identify, promote, and fund actions and

projects which provide continuing community vitality consistent with community values. The identified

b) Well maintained public recreation facilities;

e) Effective programs to eliminate substance abuse and fight poverty;

g) High quality educational opportunities for youth and adults;

i) Up-to-date technology to support business growth, new jobs and entrepreneurs;

j) Growth of sustainable and vibrant economy that builds on the natural beauty of the area and adds

l) Celebrating the unique Meadows Valley region culture and the western community heritage;

m) A culture of collaboration and cooperation to achieve the Meadows Valley region vision and

n) Welcoming visitors and tourists to cultural and heritage events; and

o) Encouraging fresh, new and innovative ideas.

ARTICLE II – MEMBERSHIP

SECTION 1 – ADMISSION: Membership in the MVCF is open to everyone and shall consist of

individuals or business entities that support the purposes of the MVCF and actively participate on MVCF

Action Teams and Committees. No members of this corporation shall be personally liable for any

corporate obligation by reason of such membership. There shall not be any certificate for membership,

but the Secretary shall keep a current roster of MVCF Affiliates as part of the corporate records and that

roster shall be available for inspection upon request.

By-Laws of Meadows Valley Community Foundation, Inc.

SECTION 2 – CONTROLLING VOTE: The Board is the decision making entity of MVCF. Any action

taken by the Board must be in accordance with the Articles of Incorporation, Bylaws, Operating

Procedures, and Accounting & Personnel Policies & Procedures.

ARTICLE III – MEETINGS

SECTION 1 – FREQUENCY: The Board shall hold a minimum of six (6) meetings per year. Committees

and Action Teams shall hold meetings as they determine to be useful and necessary. Board meetings shall

be held on regular meeting days or upon four (4) days notice by first-class mail, electronic mail, or

facsimile transmission, delivered personally or by telephone. Notice of meetings shall specify the place,

day, and hour of meeting. The purpose of the meeting need not be specified.

SECTION 2 – SPECIAL MEETINGS: Special meetings of the Board may be called by the President or

any two Directors on two (2) days notice given personally, by telephone, or by email.

SECTION 3 – LOCATION: The Board shall determine the location of the meetings.

SECTION 4 – WAIVER OF NOTICE: Any Director may waive notice of any meeting, in accordance

SECTION 5 – QUORUMS: Any numbers of people present and attending a meeting shall constitute a

quorum, provided that at least three (3) members of the Board are present. A simple majority of those

voting for a particular proposal shall be sufficient for passage, provided that there is a quorum.

SECTION 6 – POLLING THE BOARD: Any action required or permitted to be taken by the Board may

be taken without a meeting if a verbal consent of five (5) Directors is obtained, followed by a written

consent describing the action taken, and signed by five Directors at the next scheduled meeting. An e-mail

transmission from an e-mail address on record constitutes a valid writing. The intent is to allow the Board

of Directors to use e-mail to approve actions, as long as a quorum of Board members gives consent.

Unanimous written consent has the effect of a meeting vote, and shall be included in the minutes.

ARTICLE IV – OFFICERS

SECTION 1 – OFFICERS: MVCF shall have a Board of Directors consisting of at least five (5) and no

more than seven (7) Directors. The Board shall consist of the President, Vice President, Secretary,

SECTION 2 – QUALIFICATIONS: In order to be eligible to serve as a Director on the Board of

Directors, the individual must be at least 18 years of age, be in good standing with, and have significant ties

SECTION 3 – TERM OF OFFICE: The Directors shall hold office for a term of two years. Election of

Directors shall be at the last quarterly meeting of every year, with the new term to begin in January 1 of the

following year. Directors shall be elected on a staggered basis, with three (3) elected in odd years,

(President, Secretary, and one Member-at-Large) and four (4) elected in even years (Vice President,

Treasurer, and two (2) Members-at-Large). Directors shall remain in office until the end of their term.

Terms can be extended until such time a successor has been elected. Directors may serve terms in

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By-Laws of Meadows Valley Community Foundation, Inc.

SECTION 4 – RESIGNATION: Any resignation shall take effect at the date of the receipt of the notice

or at any time later specified in the notice, unless otherwise specified in the notice. The acceptance of the

resignation shall not be necessary to make it effective.

SECTION 5 – VACANCIES: The Board of Directors may fill vacancies due to the expiration of a

Director’s term of office, resignation, death or removal of a director or may appoint new directors to fill a

previously unfilled Board position, subject to the maximum number of Directors under these By-Laws. The

Board may declare a vacancy for a Board position if a Board member fails to attend three consecutive

meetings of the Board, or any just cause including any failure to perform duties, or conduct unbecoming to

an officer of the MVCF. Any vacancy on the Board shall be filled by the remaining members nominating a

replacement at the next regular meeting and a vote being taken by the general membership to approve the

nominee. Vacancies shall be filled for the balance of the term of the Director being replaced.

SECTION 6 – REMOVAL OF DIRECTORS: A Director may be removed by two-thirds vote of the

Board of Directors then in office, if the Director is absent and unexcused from two or more meetings of the

Board of Directors in a twelve month period. The Board President is empowered to excuse Directors from

attendance for a reason deemed adequate by the Board President. The President shall not have the power to

excuse him/herself from board meeting attendance; the Board Vice-President shall excuse the President. A

Director may be removed for cause, or no cause, if before any meeting of the Board at which a vote on

removal will be made, the Director in question is given electronic or written notification of the Board’s

intention to discuss his/her case and is given the opportunity to be heard at a meeting of the Board.

A. PRESIDENT: The President shall be the principal executive officer of MVCF and as such,

B. VICE PRESIDENT: The Vice-President shall perform the duties of the President when the

C. SECRETARY: The Secretary shall prepare and keep minutes of the meetings of the members

D. TREASURER: The Treasurer shall have custody of the funds of MVCF and keep its financial

shall put into effect the decisions of the Board and the members. Subject to such decisions,

shall supervise and control the business and affairs of MVCF. And shall preside at meetings of

the members and the Board. The Vice President, Secretary and Treasurer shall act under the

President is absent and unable to act, and shall assist the President as needed.

and Directors, and shall keep a record of attendance and other records as needed.

records, receive and receipt for monies for the MVCF, and deposit all such monies in the

appropriate funds, draft and prepare all checks and other documents for disbursement of funds,

make financial reports at the Board and the general membership meetings, and subject financial

records of the MVCF to a yearly audit, as needed.

the wisdom of the Board and to perform Board duties as requested.

E. MEMBERS AT LARGE: The Members-at-Large shall serve to add balance and broadness to

SECTION 8 – FISCAL ACCOUNTABILITY: The Board shall adopt procedures that provide the highest

level of fiscal accountability that is practical to observe.

SECTION 9 – BUDGET: The Board shall prepare a budget to be submitted to the membership for

approval at the beginning of each year, and the budget shall not be exceeded during the year without

SECTION 10 – CONTRACTS: No members of the MVCF shall enter into any contract or agreement

concerning the FOUNDATION without approval of the Board.

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By-Laws of Meadows Valley Community Foundation, Inc.

SECTION 11 – SIGNATURES: Any two (2) Directors shall have authority to sign documents for and on

behalf of MVCF, once authorized by the membership or the Board.

SECTION 12 – PARTICIPATION: Nothing herein precludes a Board member from participating on an

ARTICLE V – AFFILIATES AND COMMITTEES

SECTION 1 – AFFILIATES are composed organized entities working in support of purposes that are

consistent with MVCF goals. They may be fully independent of MVCF which partner with MVCF, or

semi-independent affiliates, which share services and partner with MVCF, but which meet separately from

MVCF to carry out their projects, and which have complied with the MVCF requirements and have been

SECTION 2 – COMMITTEES: Committees are groups of volunteers working together directly

under MVCF leadership to further the aims of MVCF. They will have their own chairpersons and

a. Planning events, projects and grant seeking that support MVCF goals and fundraising;

b. Publicizing events, activities, and accomplishments of MVCF; and

c. Managing projects and events that further the goals of MVCF.

ARTICLE VI – MISCELLANEOUS PROVISIONS

SECTION 1 – FISCAL YEAR: The fiscal or business year of the MVCF shall begin on the first day of

January and end on the last day of December following.

SECTION 2 – POLICIES and PROCEDURES: The methods that are adopted to implement these By-
Laws shall be stated in accessory documents, adding new POLICIES and PROCEDURES as they are

SECTION 3 – COMPENSATION: All members shall serve without compensation, except they shall be

reimbursed for reasonable expenses incurred for and on behalf of MVCF. No part of the earnings or assets

of the MVCF shall inure to the benefit of, or be distributable to, its officers, or other private persons, except

that the MVCF shall be authorized and empowered to pay reasonable compensation for services rendered

and to make payments and distributions in furtherance of the purposes set forth in Article I above.

SECTION 4 – AMENDMENTS: These by-laws may be amended or repealed and new by-laws adopted

by a majority vote of a quorum, as herein defined, of the general membership, provided that previous notice

of such an amendment has been given. Unless otherwise stated, the amendment goes into effect

SECTION 4 – CONFLICT OF INTEREST: The Board shall adopt and periodically review a conflict of

interest policy to protect the FOUNDATIONS interest when it is contemplating any transaction or

arrangement which may benefit any Director, Officer, or member of an Action Team and/or committee with

SECTION 5- NONDISCRIMINATION POLICY: The Directors, Officers, Action Team and Committee

members, and persons served by the FOUNDATION shall be selected entirely on a nondiscriminatory basis

with respect to age, sex, race, religion, national origin, and sexual orientation. It is the policy of MVCF not

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By-Laws of Meadows Valley Community Foundation, Inc.

to discriminate on the basis of race, creed, ancestry, marital status, gender, sexual orientation, age, physical

disability, veteran’s status, political service or affiliation, color, religion, or national origin.

SECTION 6 – DISSOLUTION: Upon dissolution of MVCF, the Board shall , after paying or making

pro,,;sion for the payment of all liabilities of MVCF, distribute aU the assets of MVCF, consistent with the

purposes of MVCF, to such educational or charitable organization as shaU at that time qualify as an exempt

organization under Section 501 (c) (3) of the Internal Revenue Code of 1986, as amended from time to

time, in such manner as the Board shaU determine.

ARTICLE VI – ADOPTION

ADOPTED BY THE general Membership of the MEADOWS V ALLEY COMMUNITY FOUNDA nON

In WITNESS WHEREOF, the authorized DIRECTORS of the Foundation affix their signature below, and

agree to execute these By-Laws to the best of their ability.