"Education is not the filling of a pail, but the lighting of a fire." - William Butler Yeats

SAUK PRAIRIE FOUNDATION FOR ACADEMIC EXCELLENCE

 

Sauk City - Prairie du Sac, Wisconsin

 

BY-LAWS

 

ARTICLE I - MISSION

 

The mission of the Sauk Prairie Foundation for Academic Excellence (hereafter “Foundation”) is to:

 

1)       Provide financial support for accredited post secondary education to qualified graduating students from Sauk Prairie High School

2)       Promote academic achievement and civic involvement through the selection and scholarship award process.

3)       Comply with United States Internal Revenue Code Section 501(c)(3) for charitable organizations.

4)       Solicit community donations and contributions for scholarships.

5)       Responsibly manage and invest contributions to provide a sustainable scholarship endowment fund.

 

 

ARTICLE II - BOARD OF DIRECTORS

 

The business and property of the Foundation shall be vested by a Board of Directors with a membership of approximately eighteen  (18) members.  Any Sauk Prairie Community resident with an interest may be considered for membership on the Board of Directors of the Sauk Prairie Foundation for Academic Excellence for a three-year term.  The immediate past president of the Foundation shall also serve as an ex officio member of the Board, if his/her term as director has expired.  Initially there shall be one representative sent from each of the following organizations in the Sauk Prairie School District: Sauk Prairie Optimists, Sauk Prairie Lion’s Club, Sauk Prairie Community Club, Lake Wisconsin Country Club/Dairyland Open, Today’s Women and Masonic Lodge.  Four (4) At-Large Directors shall be elected by the Board from among the Foundation general membership.

 

Other civic, educational, and charitable organizations within the Sauk Prairie school district are invited to apply for representative membership on the Board of Directors of the Sauk Prairie Foundation for Academic Excellence.  The Board of Directors shall have the power to increase or decrease the number of members of the Board of Directors by majority vote, and shall further have the right to approve prospective members by majority vote.

 

Directors shall serve three (3) year terms with one-third being re-elected or replaced each year to provide continuity.

 

Additionally, each year a High School junior shall be invited to be a non-voting member of the Board for a two (2) year term.

 

The Board may adopt such policies, procedures, and by-laws it may consider necessary to carry out the purposes and requirements of the Foundation.

 

A Director may resign at any time by giving written notice to the Secretary of the Board, who shall advise the Board of Directors of such resignation.  Such resignation shall take effect at the time specified therein or, if no time is specified, then upon receipt of the resignation by the Secretary, unless otherwise specified there, acceptance of such resignation shall not be necessary to make it effective.

 

Any individual Director may be removed from office by the action of two thirds  (2/3) of the Board of Directors present in person at a duly constituted meeting, provided that at least one half (½) of the Board membership is present .

 

A vacancy or vacancies in the Board of Directors occurring for any reason, including an increase in the authorized number of Directors, may be filled by a majority of the Directors then in office, even though less than a quorum.  Each Director so elected shall hold office for the unexpired portion of the term such Director was elected to fill and until such Director’s successor is elected and qualified, or until such Director’s death, resignation or removal.

 

ARTICLE III - OFFICERS

 

The officers of the Foundation shall be the President, Vice President, Secretary, and Treasurer.  They shall be elected at their annual meeting and shall serve for a term of one (1) year, beginning July 1.

 

ARTICLE IV - EXECUTIVE COMMITTEE

 

The officers of the Foundation and the immediate past president, as an ex officio member, shall constitute the Executive Committee.  The Executive Committee shall act for the board in the interval between Board Meetings, following guidelines established by the Board.  The President shall serve as chairperson of the executive committee.

 

Three (3) directors shall constitute a quorum.

 

ARTICLE V - COMMITTEES

 

The President of the Board shall appoint such standing or ad hoc committees and chairpersons, as he/she may deem necessary.  Membership on such committees shall include one of, but shall not be restricted to, the members of the Board, except in cases as the Board agrees that committee participation of non-board members is neither necessary nor desirable. There shall be a standing fund-raising committee.

 

A Nominating Committee consisting of  three (3) Directors shall be appointed on or before the first day of April.  This committee shall select candidates for the positions of At-Large Directors and officers for the ensuing year.  The committee shall further notify each organization whose term as Director expires that year, so that a new representative is chosen by July 1st.  The committee shall report its recommendations to the Board at least four (4) weeks prior to the annual meeting.

 

A scholarship selection committee consisting of five (5) directors shall be appointed on or before the first day of February.  This committee shall select recipients of all scholarships administered or bestowed by the Foundation.  The committee shall have the authority to make these selections without final approval by the Board, but must follow the requirements set forth by the donor if they exist.

 

A Finance Committee consisting of at least three (3) directors to review and manage the investment of the endowment fund. This fund consists of donations made to the Foundation for the purpose of long term continuing scholarships (as opposed to scholarships designated to be given out in a specified year). The Finance Committee shall make recommendations for fund investment to the Board, and any changes in the investment philosophy shall be decided by majority vote of the Board of Directors.

 

ARTICLE VI – MEETINGS

 

The Board shall meet at such frequency as designated by the President, or by special meeting called by the Executive Committee.  Directors shall be notified by mail or electronic mail of all meetings at least five days prior to the time set for such meetings unless waived by a majority of the Board.  A quorum shall consist of six (6) Directors, a majority of whom shall be necessary for passage of any matter.

 

The annual meeting of the membership of the foundation shall be held on the last regularly scheduled meeting of the school year either in the month of May or June.

 

The President may arrange for voting by mail or electronic mail on any questions, which may properly come before the Board. Ballots from at least two-thirds of the Directors voting shall be necessary for passage.  In addition to the opportunity to vote for or against the question under consideration, the ballot shall also provide space where Directors may indicate a desire to postpone action on the question.  In each case of a mail ballot, the President shall indicate a time limit for return of said ballot.

 

 

ARTICLE VII – FUNDS

 

The fiscal year shall extend from January 1 through December 30.

 

All funds received by the Foundation shall be deposited in bank accounts or financial instruments designated by a majority vote of the Board of Directors.  No funds shall be withdrawn from such accounts except by check signed by the Treasurer and President.

 

Securities or other assets acquired by the Foundation may be transferred, sold or exchanged in accordance with the purposes of the Foundation jointly by the President or Vice-President and the Secretary or the Treasurer.  No transfer, sale, or exchange may be made without the prior approval of the Board.

 

ARTICLE VIII – PARLIAMENTARY PROCEDURE

 

All parliamentary matters not specifically defined in these by-laws shall be administered in accordance with the latest edition of Robert’s Rules of Order. 

 

ARTICLE IX – AMENDING BY-LAWS

 

The by-laws of the Foundation may be amended at any meeting of the Board of Directors at which at least one half (1/2) of the voting members are in attendance if a majority of those in attendance vote in favor of such amendment.  Five-day advance written or electronic notice of such proposed amendment shall be sent to all Directors.

 

ARTICLE X - DISSOLUTION

 

In the event of dissolution of the Foundation, all funds shall be transferred to its successor organization, provided the purpose of said successor organization is also exclusively educational and charitable. Otherwise, said funds shall be transferred to and become the property of Sauk Prairie School District Board of Education and for such purposes as the Board of Directors shall so designate.

 

 

 

Effective Date: March 15, 2007