WASHINGTON COUNTY COMMUNITY FOUNDATION, INC.
Last Amended June 27, 2019
Section 1.01. Name. The name of the corporation is Washington County Community Foundation, Inc. (hereinafter sometimes referred to as "Foundation").
Section 1.02. Mission. The Washington County Community Foundation’s mission is to improve the quality of life in Washington County by promoting and facilitating philanthropy.
Section 1.03. Purposes. The purposes of the Foundation are as follows:
Section 1.04. Area. The Foundation shall conduct its activities principally in the geographic area of Washington County, but is not limited to such area.
Section 2.01. Membership. The membership shall consist of a single class of members who shall be the members of the Board of Trustees of the Foundation.
Section 3.01. Annual Meeting. There shall be an Annual Meeting of the Foundation and such special meetings as may be called. The Annual Meeting of the Foundation shall be held in June of each year on a date and at a time and place determined by the Board of Trustees. Five days written or electronic notice of this meeting must be provided to each member of the Foundation by the Secretary.
Section 3.02. Special Meetings. Special Meetings of the Foundation may be called at any time by the Chairman or by the Secretary on written or electronic request of at least five members of the Foundation. The object of such special meeting must be stated in the call and at least ten days written or electronic notice must be provided to each member of the Foundation by the Secretary.
Section 3.03. Quorum. Six members of the Foundation present in person shall constitute a quorum for the conduct of business. Members present at a duly organized meeting shall continue to conduct the business of the Foundation, despite withdrawal of members leaving less than a quorum.
Section 3.04. Voting. A proposal may be presented and voting may be in person, by proxy, or by electronic means. Cumulative voting shall not be practiced.
Section 3.05. Meeting Agenda. The agenda for the meeting of the Foundation shall be as follows:
Section 4.01. Management. The management of this Foundation shall be vested in a Board of Directors which shall be known as the Board of Trustees, as provided by law. The Board of Trustees shall have charge, control and management of the property, affairs and funds of the Foundation, and also shall have the power and authority to do and perform all acts and functions not inconsistent with these Bylaws, and the laws of the Commonwealth of Pennsylvania, the Articles of Incorporation, or with any action taken by the Foundation. This power and authority shall include the power and authority to affiliate with another Foundation or Foundations.
Section 4.02. Board of Trustees. The Board of Trustees shall consist of not more than twenty-five members. Each year, the Board of Trustees shall fix the size of the class to be elected. The Trustees shall be divided into three classes as nearly equal as possible. Each Trustee shall serve, upon election, for a term of three years.
Section 4.03. Election Criteria. The Board of Trustees members shall be selected initially by the incorporators and thereafter shall be elected at the annual meeting according to the following criteria:
Section 4.04. Vacancies. The Board may declare a vacancy to exist when it has determined that a member thereof has been absent for three consecutive meetings without valid excuse.
Section 4.05. Filling Vacancies. A vacancy on the Board due to death, resignation or other cause will be filled for the unexpired term.
Section 4.06. Action by Two-Thirds Written or Electronic Consent. If and when at least two-thirds of the Trustees shall severally or collectively consent in writing or electronically to any action to be taken by the Foundation, such action shall be a valid corporate action as though it had been authorized at a meeting of the Board of Trustees.
Section 4.07. Voting. A simple majority of the votes cast by the Trustees shall decide every question or matter submitted to the Trustees, except amendment of the Bylaws. Any act of the majority of the Trustees present and voting at a meeting shall constitute the action of the Board. Proxies shall be permitted.
Section 4.08. Participation in Meeting by Telephone. One or more Trustees may participate in a meeting of the Board or of a committee of the Board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and all Trustees so participating shall be deemed present at the meeting.
Section 5.01. Receipts and Disbursements. The fiscal year for the Foundation shall commence January 1 and end December 31 of each year.
Section 5.02. Independent Audit. All the accounts and books, together with all supporting data, shall be audited at the end of each fiscal year by an independent entity designated by the Board of Trustees.
BOARD OF TRUSTEES
Section 6.01. Meetings. The Board of Trustees shall meet not less frequently than four times during the fiscal year at a time and place fixed by the Board. Special meetings of the Board of Trustees may be called by the Chairman and shall be called by the Secretary on the written request of three or more members of the Board. Notice of any special meetings shall state the business to be transacted and no other business shall be considered.
Section 6.02. Notice. Notice of regular and special meetings of the Board shall be given by written or electronic notice provided at least five days prior to the meeting date.
Section 6.03. Quorum. Six Trustees shall constitute a quorum for the conduct of business, but a lesser number may meet and adjourn from time to time until a quorum is present. Members present at a duly organized meeting shall continue to conduct the business of the Foundation, despite withdrawal of members leaving less than a quorum.
Section 7.01. Designation. The officers of the Foundation shall be a Chairman, Vice-Chairman, Immediate Past Chairman, Secretary and Treasurer. The officers shall be elected by ballot from among the membership of the Board at the first meeting subsequent to the Annual Meeting of the Foundation, which shall be the organizational meeting. Officers shall serve for one (1) year, or until their successors have been duly elected, except for the Immediate Past Chairman who shall serve a two-year term following the immediate completion of his/her term as Chairman. In the case of any vacancy occurring in an office, a successor may be elected at any regular meeting of the Board to complete the unexpired term of the vacant office. The Board may also choose an Assistant Secretary and such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall have such authority and shall perform such duties as from time to time the Board shall prescribe.
Section 7.02. Chairman. The Chairman shall preside at all meetings of the Foundation and the Board of Trustees and shall be an ex-officio member of all committees of the Board, except the Executive Committee, on which the Chairman shall act as Chairman. The Chairman shall serve a term of one (1) year and shall be eligible for re-election for one additional year as Chairman.
Section 7.03. Vice-Chairman. The Vice-Chairman shall assume the authority and duties of the Chairman in the absence of the Chairman. The Vice-Chairman shall also be known as the Chairman-Elect, shall serve a term of one year and also shall be eligible for re-election for one additional year as Vice-Chairman.
Section 7.04 Immediate Past Chairman. The Immediate Past Chairman shall serve in an advisory capacity to the Chairman and other officers and shall also be a voting member of the Executive Committee. The Immediate Past Chairman shall serve a term of two years which shall commence immediately upon completion of his/her term as Chairman. In the event that the Immediate Past Chairman has completed his/her third and final term as Trustee, the third term shall be extended up to an additional two years to permit the Immediate Past Chairman to serve the full two years of the position. The Immediate Past Chairman shall not be eligible for re-election as Immediate Past Chairman.
Section 7.05. Secretary. The Secretary shall keep a record of all the proceedings of the Board of Trustees and of the Foundation. In addition, the Secretary shall have custody of the records and seal of the Foundation. In addition, the Secretary shall conduct the correspondence of the Foundation and of the Board of Trustees and shall give notice, as provided in these Bylaws, of all meetings of the Foundation and of the Board of Trustees. The Secretary shall notify persons of their election to office as a member of the Board of Trustees or as an officer of the Foundation.
Section 7.06. Treasurer. The Treasurer shall supervise the fiscal and monetary affairs of the Foundation. Acting with the Finance & Audit Committee and the Investment Committee, the Treasurer shall formulate and recommend to the Board of Trustees sound financial policies to guide the Foundation.
COMMITTEES OF THE BOARD OF TRUSTEES
Section 8.01. Designation. The committees of the Board of Trustees shall be Standing and Special. The Chairman shall appoint the members of all committees, as well as the Chairman thereof.
Section 8.02. Standing Committees. The Standing Committees shall be:
and such other committees as the Board of Trustees may from time to time authorize. All committees are responsible to the Board of Trustees.
Section 8.03. Executive Committee. The Executive Committee shall consist of the officers of the Foundation and shall meet at the call of the Chairman. The Executive Committee shall have the power to transact all regular business of the Foundation during the interim between the meetings of the Board of Trustees, provided any action so taken shall not conflict with the policies of the Board nor reverse a previous action taken by the Board. Three members of the Executive Committee shall constitute a quorum of the Executive Committee and all votes shall require a minimum of three votes in the affirmative to be approved.
Section 8.04. Allocations and Program Committee. The Allocations and Program Committee shall consist of at least three Trustees and shall be responsible to the Board for identifying programs, projects and recipients and for recommending allocations to them based on available, unrestricted resources. This committee shall establish a comprehensive procedure for receiving and evaluating grant applications and for evaluating performance under grants that have been made. This committee shall also recommend to the Board allocation of available restricted resources in accordance with a donor's directions.
Section 8.05. Finance & Audit Committee. The Finance & Audit Committee shall consist of at least three Trustees, including the Treasurer, who shall act as Chairman. The committee shall be responsible to the Board for the oversight and reporting of all financial assets of the Foundation.
Section 8.06. Investment Committee. The Investment Committee shall consist of at least three Trustees, including the Treasurer. The committee shall be responsible to the Board for the investment of all restricted and unrestricted financial assets of the Foundation.
Section 8.07. Governance Committee. The Committee shall consist of the current Chairman of the Board, the Chairperson of the Legal Committee, and at least three other Trustees. It shall have the duty of regularly assessing board performance and shall consider the board’s structure, composition, operations and integrity to ensure the highest quality of governance. The specific duties of the Governance Committee shall be as follows:
Section 8.08. Legal Committee. The Legal Committee shall consist of at least three Trustees and shall from time to time offer advice and guidance to the Board of Trustees regarding legal issues relevant to community foundations.
Section 8.09. Marketing Committee. The Marketing Committee shall consist of at least three Trustees and shall be responsible for matters related to marketing, including written and electronic publications and marketing tools, developing suitable recognition of donors, and outreach efforts to defined constituencies as well as the general public.
Section 8.10. Personnel Committee. The Personnel Committee shall consist of at least three Trustees and shall be responsible for matters related to Personnel, including revisions to the Personnel Policies, reviewing job descriptions, reviewing the annual evaluation process, reviewing the benefits package, and establishing a salary structure.
Section 8.11. Special Committees. Special Committees (including Ad Hoc Committees) may be appointed by the Chairman for such special tasks as circumstances warrant. Special Committees shall limit their activities to the accomplishment of assigned tasks and shall have no power to act except as is specifically conferred by action of the Board of Trustees. On completion of the task for which appointed, such Special Committees shall stand discharged.
CONFLICTS OF INTEREST
Section 9.01. Designation. A conflict of interest exists with respect to a given matter if a member of the Board of Trustees, any committee of the Board, or staff member has a financial or fiduciary interest in another organization, business or individual that would be affected by any action of the Board, committee or staff person. A member shall be construed to have a financial interest in an organization, business or individual from which he or she derives an income, and to have a fiduciary interest in an organization, business or individual for which he or she performs in the capacity of a Trustee or Director. The following are examples of financial and fiduciary interest, but are not intended to be all inclusive.
|Financial Interest||Fiduciary Interest|
|Professional Staff Affiliate|
|Professional Advisor (e.g., lawyer, accountant,|
architect, underwriter or other consultant)
Section 9.02 Limitation on Action. No member of the Board of Trustees, any of its committees, or staff members shall act upon or decide any matter with respect to which he or she has a conflict of interest.
Section 9.03. Resolving Conflicts of Interest. A member of the Board of Trustees or any of its committees who believes that he or she has a conflict of interest with respect to any matter shall announce to the body the existence of the conflict of interest prior to the beginning of any discussion on the matter and shall abstain from such discussion and from voting on the matter.
A member of the Board of Trustees or of any of its committees who believes that another member of the body has a conflict of interest may so advise the chair, who shall decide whether a conflict of interest exists, subject to an appeal, which shall be decided by a vote of a majority of the members of that body present and entitled to vote, excluding the member whose interest is in question and any other members who have already been disqualified by reason of a conflict of interest.
In the event a conflict of interest is later determined to have existed at the time of a final vote and the body has authorized action on any given transaction or matter which is still pending and uncompleted, a challenge to the validity of that transaction may be made in the forum in which the conflict of interest first rose by a board member or a member of any committee or any staff member and the challenge shall be resolved in the following manner:
FIDELITY BONDS INSURANCE INDEMNIFICATION OF
TRUSTEES, OFFICERS, AND OTHER PERSONS
Section 10.1. Fidelity Bonds. Such officers, trustees and employees of the Foundation, as the Board of Trustees shall designate, may be covered by bonds of fidelity, secured from a guaranty company, in amounts determined and approved by the Board of Trustees. The Foundation shall defray the cost of any fidelity bond so required.
Section 10.2. Liability Insurance. Liability insurance shall be secured covering the trustees, officers, employees and agents as the Board of Trustees shall designate in amounts determined and approved by the Board of Trustees.
Section 10.3. Indemnification.
WAIVER OF NOTICE
Section 11.1. General. Whenever any notice is required to be given under the provisions of the Pennsylvania Non Profit Corporation Law, or under the provisions of the Articles of Incorporation or by the Bylaws of the corporation, a Waiver thereof, in writing, signed by the persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
DISSOLUTION OF THE FOUNDATION
Section 12.1. Dissolution. The Foundation may dissolve by resolution of the Board of Trustees by a vote of not less than a majority of the members of the Board. The manner of dissolution shall be as required by the law of the Commonwealth of Pennsylvania, the law of the United States and the official acts of the Board of Trustees. Upon dissolution, the assets of the Foundation shall be distributed as hereinbefore provided in the Purpose of the Foundation.
Section 13.1. Offices. The address of the registered office of the Foundation shall be at such location as designated by the Board. The Foundation may have such other offices at such places as the Board may designate.
Section 13.2. Corporate Seal. The Board shall prescribe the form of a corporate seal.
AMENDMENT OF BYLAWS
Section 14.1. Amendment. These Bylaws may be amended or repealed and new Bylaws may be adopted at any regular or special meeting of the Board of Trustees, provided the vote in the affirmative is at least a majority of the full Board and provided, further, that the Trustees have been given twenty days written or electronic notice of the proposed action and the form or substance of the amendment.