CONSTITUTION & BYLAWS
Central of Lunenburg Alumni Scholarship Foundation
ARTICLE I: CREATION AND JURISDICTION
The official name of this organization shall be known as the “Central of Lunenburg Alumni Scholarship Foundation” hereinafter referred to as the Foundation.
area of operation of the Foundation shall be
The Foundation is organized by the Class of 1967 Alumni, the first graduating class of the Central of Lunenburg High School, Victoria, Virginia.
The Foundation was initiated in August of 2002 when the alumni of the Central of Lunenburg High School Class of 1967 gathered for their 35th Class Reunion.
members of the Central of Lunenburg Alumin Scholarship Foundation are the
Central of Lunenburg High School Graduating Class of 1967 alumni who choose to
support the Foundation. Additionally, other alumni, faculty and friends of
Central of Lunenburg, or any future public high school serving
ARTICLE II: PURPOSE AND POLICIES
purpose of this organization shall be charitable within the meaning of Section
501 (c) (3) of the Internal Revenue Code of 1954, and shall be chartered by the
Secretary of The Commonwealth for
The policies of the Foundation shall be to:
1. Encourage and assist in actions which will create opportunities for graduating seniors of Central of Lunenburg to participate in post secondary education.
2. Initiate and support actions to establish scholarship funds.
3. Provide scholarship monies to qualified and deserving graduates.
4. Establish and maintain communications that will bring a sense of participation to the alumni of Central of Lunenburg.
The Foundation, its members, officers, and employees shall be subject to all applicable state and federal laws.
ARTICLE III: BOARD OF DIRECTORS
The actions of the Central of Lunenburg Alumni Scholarship Foundation will be guided by the Central of Lunenburg Alumni Scholarship Foundation Board of Directors, hereinafter called the "Foundation Directors."
Foundation Board will consist of 5 Foundation Directors who are alumni of
Central of Lunenburg or any future public high school serving
Terms of Foundation Directors will be for five years except for the initial period. Members may succeed themselves if so recommended by the Foundation Directors. All members shall serve until their successors are appointed and qualify. The initial appointments shall be staggered terms as follows: One (1) Foundation Director for each of following term lengths: One (1) year, Two (2) years, Three (3) years, Four (4) years, and Five (5) years. After initial terms, membership will be for five years for all appointees unless they are filling unexpired terms.
As vacancies occur, the remaining Foundation Directors will appoint replacements. On a planned vacancy such as a completed term of office, the replacement director will be elected such that the individual will begin to serve on the day of the scheduled vacancy. On an unscheduled vacancy such as an unplanned resignation or notification of a death, the remaining directors have 60 days to elect a replacement Director.
An Executive Committee of the Foundation, will conduct the general business, and make non-policy decisions for the Foundation. The Executive Committee will consist of the officers of the Foundation. The Chairperson of the Foundation will serve as the Chairperson of the Executive Committee. This Executive Committee shall act within the authority given them by the Foundation Directors and the Constitution and Bylaws of the Foundation. The Executive Committee will give an annual report of all its activities to the Foundation Directors.
The Executive Committee will estimate the amount of funds needed to operate each year and recommend a budget to the Foundation Directors.
ARTICLE IV: OFFICERS
The officers of the Foundation shall consist of a Chairperson, Vice-Chairperson, Secretary, and Treasurer. Officers will be elected from the Foundation Directors every two years. Elections will be held in August with new officers being installed upon election. A nominating committee appointed by the Executive Committee, shall one month prior to the Foundation Directors meeting, select nominees for office. Additional nominees for office may be added at the Foundation Directors meeting. A majority vote is required for the election of any one officer. The term of office will be two years. In the event an officer is unable to fulfill his or her term, the Foundation Directors will elect a replacement to fulfill the unexpired term. Appointment and re-election procedures will be in accordance with Article III and the remainder of Article IV of this Constitution.
Chairperson - The Chairperson shall be the principle executive officer of the Foundation and shall, in general, supervise and control all the business of the Foundation. He or she shall preside at all meetings of the Foundation, appoint committees, and conduct all business permitted by the Foundation and that which is necessary for its operation. If the Chairperson permanently vacates the office for any reason, the Vice- Chairperson will assume the duties/ title for the remainder of the term. A new Vice-Chairperson will be elected to fill the unexpired term of office.
Vice-Chairperson - In the absence of the Chairperson or in the event of his or her inability or refusal to act, the Vice-Chairperson shall assume all the powers and duties and be subject to the restrictions upon the Chairperson. The Vice-Chairperson shall perform such duties as may be assigned to him or her by the Chairperson or by the Foundation. Incapacity, inability or refusal of the Chairperson to act and assumption of the Chairperson's responsibilities by the Vice-Chairperson shall be within the determinative powers of the Foundation by a two-thirds vote of the members present at a Foundation meeting.
Secretary - The duties of the Secretary are to record all proceedings of the Foundation, its Directors, and its Executive Committee (or assure that those proceedings are recorded) and to communicate these proceedings to the Foundation Directors. The Secretary shall file all reports and documents necessary for the Foundation to maintain its status as a non-profit corporation in the Commonwealth of Virginia, exempt from Federal income tax under section 501 (c) (3) of the IRS Code of 1954 (or the corresponding provision of any future U. S. Internal Revenue Law).
Treasurer - The Treasurer shall be responsible for all funds and securities of the Foundation, receive and give receipts for monies due and payable to the Foundation from any source, and deposit all monies in depositories as selected by the Foundation. The Treasurer will also be required to present any financial reports as required by the law or as deemed necessary by the Foundation Directors.
The office of the Secretary and Treasurer may be combined at the discretion of the Foundation Directors.
All voting will be by a simple majority of the Foundation Directors present. All official voting will require a minimum of 51 percent of the Foundation Directors be present.
The Board of Directors will meet at least annually, or more often if necessary. The Chairman will select meeting times and locations in consultation with Foundation Directors. Meetings may be conducted by remote/electronic means of communication.
The Executive committee will meet as needed at a time set by the Chairman. Meetings can be changed or suspended by a majority vote of the Executive Committee. Meetings may be conducted by remote/electronic means of communication.
ARTICLE V: FINANCES AND STAFF
Foundation Directors will make arrangements for operating funds consistent with
the Bylaws adopted by the Foundation.
The Treasurer will collect and disburse funds in the name of the
Foundation. The Foundation's fiscal year
will be July 1st to June 30th. The Foundation will request a minimum of $25
each from its members in August of each year. Funds in excess of those needed
for normal operating cost will be invested by the Foundation Directors.
Earnings from these investments will be used to make scholarship awards to
qualified and deserving graduates of Central of Lunenburg High School or any
future public high school serving
of 1967 fund will be established and maintained for making scholarship
awards in the name of the Central of Lunenburg Class of 1967. All donations
designated to this Class of 1967 fund in excess of those needed for normal
operating cost will be invested by the Foundation Directors. Earnings from
these investments will be used to make scholarship awards to qualified and deserving
graduates of Central of Lunenburg High School or any future public high school
The Foundation Directors may at their discretion hire staff as needs arise and funds become available.
ARTICLE VI: AUTHORITIES AND RESPONSIBILITIES
Foundation will award a minimum of one scholarship per year to a qualified and
deserving graduate of Central of Lunenburg High School or any future public
high school serving
graduating classes or class members who establish Special Funds may petition the Foundation Directors to offer
scholarships in their name to qualified and deserving graduates of Central of
Lunenburg High School or any future public high school serving
The Foundation Chairman will appoint a committee to recommend the scholarship criteria for the award of the Class of 1967 Scholarship. Upon approval by the Foundation Board, scholarship award criteria will be provided to the Guidance Counsel at Central of Lunenburg High School for their selection of the graduating senior that best exemplifies the selection criteria.
When other graduating classes or class members establish a special fund to offer scholarships, an appropriate committee will be appointed by the Foundation Chairman to provide specific details of how that scholarship shall be awarded.
ARTICLE VII: RULES AND PROCEDURES
Non-Discrimination: The Foundation will operate and implement all programs without discrimination for reasons such as race, color, religion, sex, national origin, age, marital status, and physical or mental handicap.
No part of the donations to or earnings of the Foundation will go to the benefit of, or be distributed to, its Foundation Directors, members, or other private persons, except that the Foundation Directors will be authorized to pay reasonable compensation for services rendered. No substantial part of the activities of the Foundation will be carrying on of propaganda, or otherwise attempting to influence legislation. And, the Foundation will not participate in or intervene in any political campaign on behalf of any candidate for public office. Not-withstanding any other provision of these articles, the Foundation shall not carry on any other activities not permitted by a corporation exempt from Federal income tax under section 501 (c) (3) of the IRS Code of 1954 (or the corresponding provision of any future U. S. Internal Revenue Law). The Foundation also shall not carry on any activities which are prohibited by a corporation in which contributions are deductible under section 170 (c) (2) of the IRS Code of 1954 (or corresponding provision of any future U. S. Internal Revenue Law).
Upon the dissolution of the Foundation, the Foundation Directors will, after paying or making provisions for payment of all liabilities of the Foundation, dispose of all the assets of the Foundation exclusively for the purposes of the Foundation in such a manner, or to such organizations set up and operated exclusively for charitable, educational, religious, or scientific purposes. These organizations will qualify for the exempt status under section 501 (c)(3) of the IRS Code of 1954. Any such assets not so disposed of will be disposed of by the Court of Common Pleas of the County in which the principal office of the Foundation is then located. This will be exclusively for such purposes or to such organizations as said Court shall determine.
ARTICLE VIII: BYLAWS AND AMENDMENTS
The Bylaws of the Foundation shall be considered the specific operating rules of the organization. Bylaws may be adopted, deleted, or changed at any regular or special meeting of the Foundation Directors, provided that the proposed change was sent to the Directors in writing along with the meeting notice for any meeting at which an amendment is to be considered. A simple majority of the Foundation Directors present will be required for such action, provided that the number present constitutes a quorum. Specific Bylaws will be attached to this Constitution as an Appendix.
Amendments to the Constitution may be proposed by Directors of the Foundation in a regular or Executive Committee session. Action on the proposed amendments will require two readings, written notification to each Foundation Director and a vote in an open meeting of the Foundation Directors. The meeting at which the amendment proposal is first considered will be deemed the first reading. Favorable action on the proposed amendment will require a two-thirds majority of the Directors of the Foundation present, if the number present at the voting meeting is a quorum. The text of all amendments shall be attached to this Article and Section of the Constitution and Bylaws.
ARTICLE IX: INTERNAL REVENUE COMPLIANCE
The Foundation shall not engage in any act prohibited to a corporation exempt from tax under Section 501 (c) (3) of the Internal Revenue Code of 1954, and if at any time this Trust is a private organization within the meaning of Section 509 (a) of the Internal Revenue Code of 1954, it shall distribute its income each taxable year in such time and manner as not to be subject to tax under Section 4942 of the Internal Revenue Code of 1954, and shall be prohibited from engaging in any act of self-dealing (as defined in Section 4941 (d) of the Internal Revenue Code of 1954), from retaining any excess business holdings (as defined in Section 4943 (c) of the Internal Revenue Code of 1954), from making any investments in such manner as to subject the Trust to tax under Section 4944 of the Internal Revenue 1954, and from making any taxable expenditures (as defined in Section 4945(d) of the Internal Revenue Code of 1954). Reference to sections of the Internal Revenue Code of 1954 shall refer to the comparable section of all subsequent Internal Revenue Laws.
A P P E N D I X
B Y L A W S
A. Selection of Directors:
graduates of Central of Lunenburg or any future public high school serving
B. Duties and Privileges:
Members selected to serve on the Foundation Board of Directors will be required to participate in at least two-thirds of all regular meetings during their term of office to be eligible for re-appointment. Foundation Directors have voting privileges at official meetings of the Foundation Directors. Executive Council members have voting privileges at Executive Council meetings when a majority of members are present. Technical advisors or guests do not vote.
Meetings of the Foundation Directors will be held at least once annually. Special meetings, as needed, will be called by the Chairperson. In the event that a conflict affecting the majority of the Directors is foreseen, the Chairperson may cancel or postpone a meeting. All Directors will be notified of changes in meeting times, etc.
Regular meeting dates for the Foundation Directors will be held in August. Meetings of the Executive Committee will be held as necessary.
A quorum will be necessary for the conduct of official business. A majority vote of those present is required for favorable action. The place of the meeting will be designated by the Chairperson.
Roberts' Rules of Order shall be the parliamentary authority for all matters of procedure not specifically covered by the Constitution, Bylaws, or special rules of procedure adopted by the Council.
A majority of the Foundation Directors, three persons present, constitutes a quorum. Unless otherwise stated in the Constitution for certain situations, a majority vote will be necessary for favorable action. Voting will be carried out by a show of hands unless otherwise specified by the Chairperson.
IV. Election of Officers:
Officers will be elected every two years during the August meeting. A nominating committee appointed by the Executive Committee shall at least one month prior to the Foundation Directors meeting select nominees for office. Additional nominees for office may be added at the Foundation Directors meeting. A majority vote is required for the election of any one officer.
foregoing Constitution and Bylaws were adopted at a special Foundation
Directors meeting of the Central of Lunenburg Alumni Scholarship Foundation on