CONSTITUTION & BYLAWS
Central of Lunenburg Alumni Scholarship Foundation
CONSTITUTION
ARTICLE I: CREATION
AND JURISDICTION
Section 1:
The
official name of this organization shall be known as the “Central of Lunenburg Alumni
Scholarship Foundation” hereinafter referred to as the Foundation.
Section 2:
The
area of operation of the Foundation shall be
Section 3:
The
Foundation is organized by the Class of 1967 Alumni, the first graduating class
of the Central of Lunenburg High School, Victoria, Virginia.
Section 4:
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.
Section 5:
The
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
Section 1:
The
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
Section 2:
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.
Section 3:
The
Foundation, its members, officers, and employees shall be subject to all
applicable state and federal laws.
ARTICLE III: BOARD OF
DIRECTORS
Section 1:
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."
Section 2:
The
Foundation Board will consist of 5 Foundation Directors who are alumni of
Central of Lunenburg or any future public high school serving
Section 3:
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.
Section 4:
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.
Section 5:
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
Section 1:
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.
Section 2:
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.
Section 3:
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.
Section 4:
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).
Section 5:
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.
Section 6:
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
Section 1:
The
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
Section 2:
A
Class
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
serving
Section 3:
The
Foundation Directors may at their discretion hire staff as needs arise and
funds become available.
ARTICLE VI: AUTHORITIES AND RESPONSIBILITIES
Section 1:
The
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
Section 2:
Other
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
Section 3:
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.
Section 4:
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
Section 1:
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.
Section 2:
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).
Section 3:
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
Section 1:
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.
Section 2:
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.
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A P P E N D I X
B Y L A W S
I. Directors:
A. Selection of Directors:
All
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.
II. Meetings:
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.
III. Voting:
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.
_______________________________________________________________________________
The
foregoing Constitution and Bylaws were adopted at a special Foundation
Directors meeting of the Central of Lunenburg Alumni Scholarship Foundation on
____________________________________
, Chairperson
____________________________________
xxxxxxx, Vice-Chairperson
____________________________________
xxxxxxx,
Secretary
____________________________________
xxxxxxx, Treasurer