The principal office of the corporation, in the State of Idaho, shall be located in the City of Orofino, County of Clearwater.
The members of this corporation shall be those persons listed as active members of the Kiwanis Club of Orofino. Active members shall be as determined by the standard Bylaws fro clubs as issued by Kiwanis International.
There shall be an annual meeting of the members held in coordination and conjunction with the annual meeting of the Kiwanis Club of Orofino. At said meeting the Kiwanis Club of Orofino elects its officers for the upcoming year, and the election of Directors of the Orofino Kiwanis Foundation shall be held in conjunction with the annual meeting and election of officers conducted by the Kiwanis Club of Orofino, Inc.
Nominations for Directors shall be made by a nominations committee appointed by the Kiwanis Club of Orofino, Inc. in the same manner as that provided for officers of Kiwanis Club of Orofino, Inc.
Special meetings of the members, for any purpose or purposes, may be called by the President or by the Directors, and shall be called by the President at the request of not less than ten percent (10%) of the members entitled to vote at any meeting.
The place of all meetings shall be the same as the annual meeting of the Kiwanis Club of Orofino, however special meetings may be held at any other place which the President or Directors may designate.
Notice of the annual meeting of the Orofino Kiwanis Foundation, Inc. shall be given coincidentally with the annual meeting of the Kiwanis Club of Orofino. Special meetings shall be announced not less than two (2) weeks in advance of the meeting, said notice to be announced at the regular weekly meeting of the Kiwanis Club of Orofino.
Each member entitled to vote in accordance with the terms and provisions of the Articles of Incorporation and these Bylaws shall be entitled to one (1) vote, in person or by written proxy as described in the Articles of Incorporation.
Any meeting of the Orofino Kiwanis Foundation, Inc. shall be conducted in accordance with Roberts Rules of Order, and the Secretary/Treasurer shall keep minutes of the meeting. These minutes shall be retained in the records of the Secretary/Treasurer for not less than four (4) years.
The business and affairs of the corporation shall be managed by its Board of Directors. The Directors shall in all cases act as a board, and may adopt such rules and regulations for the conduct of their meetings and the management of the corporation, as they deem proper, not inconsistent with these Bylaws and the laws of this State. The number of Directors of this corporation shall be in accordance with the Articles of Incorporation. Directors shall be elected on a rotating basis as described in the Articles of Incorporation.
Any meeting of the Board of Directors shall be open to attendance and participation by any member of the corporation, however only Directors shall be able to vote on matters considered at any meeting of the Board of Directors.
At any meeting of the Directors, two (2) Directors shall constitute a quorum if there are only three (3) Directors in office or three (3) Directors shall constitute a quorum it there are four (4) or five (5) Directors currently sitting.
The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Directors.
Duly created Directorships resulting from an increase in the number of Directors and vacancies occurring in the Board for any reason except the removal of Directors without cause may be filled by a vote of the majority of the Directors then in office, although less than a quorum exists. Vacancies occurring by reason of the removal of Directors without cause shall be filled by a vote of the members. A Director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of the Directors predecessor.
Any or all of the Directors may be removed for cause by vote of the members or by action of the Board. Directors may be removed without cause only by vote of the members.
A Director may resign at any time after giving written notice to the Board, the President or Secretary/Treasurer of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon the receipt thereof by the Board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.
No compensation shall be paid to Directors, as such, for their services, by resolution of the Board, however a sum for actual expenses incurred by Directors may be paid. Said expenses may be paid only out of administrative funds of the corporation as described below. No compensation or reimbursement to Directors is authorized out of project funds or endowment funds.
A Director of a corporation who is present at a meeting of the Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless the Director's dissent is entered in the minutes of the meeting or unless said Director files a written dissent to such action to the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.
The officers of the corporation shall be a President, a Vice-President, a Secretary/Treasurer each of whom shall be elected by the Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Directors. Those persons serving as Directors may also serve as officers, except that no person shall serve in the office of both President and Secretary/Treasurer.
The officers of the corporation to be elected by the Directors shall be elected annually at the first meeting of the Directors held after each annual meeting of the members. Each Officer shall hold office until their successor shall have been duly elected and shall have qualified or until their death or until they shall resign or have been removed in the manner hereinafter provided.
Any officer or agent elected or appointed by the Directors may be removed by the majority vote of the Directors or members whenever in their judgment the best interests of the corporation be served thereby.
A vacancy in the office of any officer because of death, resignation, removal, disqualification or otherwise, may be filled by the Directors for the unexpired portion of the term.
The Secretary shall keep the minutes of the annual meeting of members and of the Directors meetings in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these Bylaws or as required, be custodian of the corporate records and of the seal of the corporation and keep a register of the post office address of each member which shall be furnished to the secretary by such members, and in general perform all duties incident to the office of Secretary and such duties as from time to time may be assigned by the President or the Directors. In the capacity as Treasurer, the Secretary/Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such bank, trust companies or other depositories as shall be selected in accordance with these Bylaws and in general perform al of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Secretary/Treasurer by the President or by the Directors. Part of the Secretary/Treasurers records shall include a file of all resolutions passed by the Directors.
There shall be no compensation to officers of the corporation, except that reimbursement for actual expenses incurred carrying out duties may be paid as approved by the Directors from administrative funds of the corporation. No compensation or reimbursement to any officer shall be made from project funds or endowment funds of the corporation.
The President and Secretary/Treasurer are authorized to sign contracts, deeps, mortgages, bonds or other instruments, and the Directors may authorize any other officer or officers, agent or agents, to enter into a contract or execute and deliver any instrument in the name of and on the behalf of the corporation, and such authority may be general or confined to specific instances. Any authority granted under this section is limited by section 2, below.
No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Directors. Such authority may be general or confined to specific instances.
All checks, drafts or other orders for the payments of money, notes or other evidence of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Directors. The signature of not less than two (2) officers shall be required on any such check, draft, or other order for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation.
All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Secretary/Treasurer may select. The funds of the corporation shall be segregated into two (2) general funds. The first fund shall be known as the Administrative Fund and second fund shall be know as the Endowment/Project Fund. These funds may not be intermingled and shall be managed in accordance with the standard Bylaws for Kiwanis International. All funds received by way of donation or fund raising efforts or otherwise acquired for purposes of endowment or projects shall be deposited to the Endowment/Project Fund and shall not be used for administrative purposes. Administrative purposes are defined as being those relative to the internal operation, maintenance, promotion and advertisement of the corporation. Donations which are specified for administrative purposes may also be received, but must be segregated from Endowment/Project funds as described above. Administrative funds may be received from the administrative funds of the Kiwanis Club of Orofino, Inc.
The fiscal year of the corporation shall begin on the 1st day of January in each year.
The Directors may provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation, the state of incorporation, and the works "Corporate Seal".
Unless otherwise provided by law, whenever any notice is required to be given to any Officer, member or Director of the corporation under the provisions of these Bylaws or under the provisions of the Articles of Incorporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Directors, or additionally, said Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a vote of the members representing a majority of all of the members present at any annual meeting of members or at any special members meeting when the proposed amendment has been set out in the notice of such meeting.
The expenditure of funds from the corporation shall be only for those purposes intended to further the purposes of the corporation as defined in Article II of the Articles of Incorporation.
The existing award of scholarships given by the Kiwanis Club of Orofino, shall be, when sufficient funds are available, transferred to and made by the Orofino Kiwanis Foundation, Inc. Recommendations for scholarships shall be received from the Youth Services Committee of the Kiwanis Club of Orofino, and the selection of the recipients of said scholarship shall be made by the Board of Directors by majority vote.
Any awards of scholarship money approved by the Directors, shall be paid by the Secretary/Treasurer only to the institution of learning, upon verification of enrollment. Payment shall not be made to any individual students. Payment shall be made at the beginning of each semester or quarter to the Registrar, or comparable official, of the institution.
Scholarships shall be awarded to members of the graduating class of Orofino High School or to former graduates of Orofino High School pursuing college or vocational training, and all students or former students, regardless of race, color, national or ethnic origin, age or sex shall be eligible for consideration.
All other projects shall be approved and the amount of expenditure directed by majority vote of the Board of Directors.
As a general policy, projects which further the goals of the corporation are encouraged, however those projects which reach the largest number of persons are preferred over those which assist only individuals.
The Orofino Kiwanis Foundation, Inc. does not discriminate on the basis of race, color, national or ethnic origin, sex, or age.
Annually, prior to the beginning of each fiscal year and prior to a new or continuing Secretary/Treasurer beginning a new fiscal year, an audit shall be held. The audit shall be held by a 3-member committee of members appointed by the Directors. The audit shall review all transactions of the corporation, including receipts and expenditures, shall review the authorizations issued by the Directors for expenditures of funds or other actions of the corporation, compliance with the non-discrimination policies of the corporation, the accounting for funds, and to insure the corporation is not engaged in prohibited activities or activities which may endanger its tax-exempt status. The Directors may, upon recommendation of the audit committee or on their own initiative, hire an independent accountant to assist in the annual audit. Any compensation paid to said accountant shall be paid from the Administrative Fund.
Bylaws adopted this 4th day of December, 1995