BY-LAWSThe Mission of the Donegal Foundation is “To promote and enrich the educational, cultural, athletic, health and wellness opportunities of the students and residents of the Donegal community ”.
“Enriching Education through Community Partnerships”
ARTICLE I - MISSION /PURPOSE
Subject to the provisions of its Articles of Incorporation, the purposes for which the Donegal Foundation (the "Foundation") is formed are
(1) to encourage the educational achievements of high school students by providing scholarships and financial assistance for the higher education of deserving graduates of the Donegal School District ("School District"),
(2) to promote, enhance and encourage scholastic achievement by students in the School District from grade school through high school and beyond by recognizing and rewarding outstanding performance in various academic subjects and disciplines,
(3) to aid outstanding graduates of the School District to realize their full scholastic and professional potential by, but not limited to, establishment of scholarship funds for college and graduate level studies (including, without limitation, medical and legal studies) at recognized colleges and universities,
(4) to promote the health of students and community within the School District by establishing and funding health programs for students within the School District,
(5) to promote and enrich the educational, cultural, athletic, health and wellness opportunities of the students and residents of the Donegal Community
ARTICLE II - DIRECTORS
Section 1. Management. The business and affairs of the Foundation shall be managed by its Board of Directors (sometimes referred to in these By-Laws as the "Board") and in connection therewith the Board may exercise all of the powers granted the Foundation under the Articles of Incorporation or these By-Laws.
Section 2. Number. The number of Directors of the Foundation shall be thirteen (13), which number may be increased or decreased, from time to time, by resolution of the Board of Directors in accordance with Section 3 of this Article II.
Section 3. Composition. One member of the Board of Directors shall be appointed by the Donegal School Board. The balance of the Board shall be appointed and shall be selected from the Donegal Community at large and may include residents, Donegal High School Alumni and employees of the District. Fulltime School District employees and the member appointed by the School Board shall always be less than 49% of total Board membership. It is desirable but not required that each of the communities served by the Donegal School District be represented on the Board.
Section 4. Term. The term of each Director shall be for four years. A Director may be elected for successive terms. Board membership shall be staggered such that each year approximately ¼ of the Board is either reappointed and/or replaced.
Section 5. Vacancies. Vacancies shall be filled by a majority vote of the Directors present at any meeting at which a quorum is present and for which written notice was given describing the vacancy to be filled. Section 6. Regular Meetings. Regular meetings of the Board of Directors shall be held at least semi-annually at dates and time to be determined by the Board.
Section 7. Special Meetings. Special meetings may be called for any purpose by the President or by any three members of the Board of Directors.
Section 8. Notice. Written notice via e-mail or regular US mail of the time and place of all Board meetings shall be given to each Board Member at least 5 days prior to the day of the meeting.
Section 9. Compensation. Directors, as such, shall not receive any stated salary for their services as Directors. This provision shall not be construed to preclude any Director from serving the Foundation in any other capacity and receiving compensation for such service.
Section 10. Conference Calls. One or more persons may participate in a meeting of the Board of Directors by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting.
Section 11. Quorum, Action by the Board of Directors. A majority of the Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board and, except as otherwise required by law, the articles of Incorporation or these By-Laws, the act of a majority of the Directors present at a meeting at which a quorum is present shall constitute the act of the Board.
Section 12. Committees. The Board may appoint as it deems necessary committee(s) to have such powers and duties as the Board shall deem appropriate to carry out the Mission of the Foundation. Members of any Committee established by the Board are to be appointed by the Board and may include members of the Board, Committee members may be removed at the sole Discretion of the Board and a committee may be dissolved by the Board at anytime at the Boards sole discretion.
ARTICLE III - OFFICERS
Section 1. Enumeration. The officers of the Foundation shall consist of a President, a Vice-President, a Secretary and a Treasurer. The Board of Directors may appoint such other additional or assistant officers as it may, from time to time, determine and may define their powers and duties.
Section 2. Election. The officers of the Foundation shall be elected at a regular meeting of the Board of Directors in September of each year and each shall hold office for a period of two years and shall not be permitted to serve more than two consecutive terms in the same position.
Section 3. President. The President shall be the chief executive officer of the Foundation. The President may sign, in the name of the Foundation, contracts or other instruments authorized either generally or specifically by the Board of Directors and shall have general supervision of the affairs of the Foundation. The President shall perform all duties incident to such office and such other duties as may be provided by these By-Laws or as may be prescribed from time to time by the Board of Directors.
Section 4. Vice-President. The Vice-President shall perform all duties and exercise all powers of the President when the President is absent or is otherwise unable to act. The Vice-President shall perform such other duties as may be prescribed from time to time by the Board of Directors.
Section 5. Secretary. The Secretary shall be given or cause to be given notices of all meetings as prescribed in these By-Laws, shall keep the minutes of all meetings of the Board and shall have charge of the Foundation records. The Secretary may attest the execution of contracts and other instruments signed in the name of the Foundation. The Secretary shall perform such other duties and possess such other powers as are incident to the office or as are assigned by the President or the Board of Directors.
Section 6. Treasurer. The Treasurer shall have custody of the funds and securities of the Foundation and shall keep or cause to be kept regular books of account for the Foundation. The Treasurer shall annually prepare and present to the Board a proposed budget for the ensuing fiscal year at such times and in such form as the Board shall determine. The Treasurer shall account to the President or the Board of Directors and present financial statements to the Board at regular Foundation Meetings and/or whenever they may require, concerning all transactions as Treasurer and concerning the financial condition of the Foundation. The Treasurer shall perform such other duties and possess such other powers as are incident to the office or as shall be assigned by the President or the Board of Directors.
Section 7. Removal. Any officer elected or appointed to office may be removed at any time, with or without cause, by a two-thirds vote of those attending a meeting of the Board, which two-thirds vote constitutes at least a majority of all members of the Board.
ARTICLE IV - ANNUAL STATEMENT
The President shall, with the aid of the Treasurer, prepare and present at each annual meeting of the Board a full and complete statement of the business and affairs of the Foundation for the preceding year. Unless otherwise required by law, such statement shall be prepared and presented at the first regular Foundation Meeting following the start of the Foundation Fiscal Year in whatever manner the Board of Directors shall deem advisable and need not be verified by a certified public accountant. The Fiscal Year of the Foundation shall match the Fiscal Year established by The Donegal School District.
ARTICLE V - DIRECTOR LIABILITY
Section 1. Director's Personal Liability. A director of the Foundation shall not be personally liable for monetary damaged for any action taken, or any failure to take any action, provided however, that this provision shall not eliminate or limit the liability of a director to the extent that such elimination or limitation of liability is expressly prohibited by the Pennsylvania Director's Liability Act as in effect at the time of the alleged action or failure to take action by such director.
Section 2. Preservation of Rights. Any repeal or modification of this Article by the Directors of the Foundation shall not adversely affect any right or protection existing at the times of such repeal or modification to which any Director or former Director may be entitled under this Article. The rights conferred by this Article shall continue as to any person who has ceased to be a Director of the Foundation and shall inure to the benefit of the heirs, executors and administrators of such person.
ARTICLE VI -
Section 1. Indemnification. The Foundation shall, as determined by the Board of Directors from time to time, indemnify to the fullest extent now or hereafter permitted by law, any person who was or is made a party to or a witness in or is threatened to be made a party to or a witness in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was an authorized representative of the Foundation, against all expenses (including attorney's fees and disbursements), judgments, fines (including excise taxes and penalties) and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action , suit or proceeding provided the person seeking indemnification acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Foundation.
Section 2. Advancement of Expenses. The Foundation shall, as determined by the Board of Directors from time to time, pay expenses (including attorney's fees and disbursements) incurred in connection with the defense of or other response to any civil or criminal action, suit or proceeding described in Section 1 of this Article in advance of the final disposition of such action, suit or proceeding. The expenses incurred by such person shall be paid by the Foundation in advance of the final disposition of such action, suit or proceeding only upon receipt of an undertaking by or on behalf of such person to repay all amounts advanced if it shall ultimately be determined that such person is not entitled to be indemnified by the Foundation.
Section 3. Successful Defense. Notwithstanding any other provision of this Article, to the extent that a person has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 above, or in defense of any claim, issue or matter therein, such person shall be indemnified by the Foundation against all expenses (including attorneys' fees, court costs, transcript costs, fees of experts and witnesses, travel expenses and all other similar expenses) actually and reasonably incurred by such person in connection therewith.
Section 4. Scope of Indemnification. Indemnification under this Article is provided pursuant to Section 8365 of the Pennsylvania Directors' Liability Act (or any successor provision or statute), and this Article is intended to provide indemnification in accordance with its terms whether the Foundation would have the power to so indemnify under any other provisions of law except such Act and whether or not the indemnified liability arises or arose from an threatened, pending or completed action by or in the right of the Foundation. Indemnification under this Article shall not be made by the Foundation in any case where the alleged act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct, recklessness or self-dealing.
Section 5. Insurance, Funding to Meet Indemnification Obligations. The Foundation shall have the power to purchase and maintain insurance on behalf of any authorized representative of the Foundation against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of such representative's status as such, whether or not the Foundation would have the power to indemnify him or her against such liability. The Board of Directors shall have the power to borrow money on behalf of the Foundation, including the power to pledge the assets of the Foundation, from time to time to discharge the corporation's obligations with respect to indemnification and the advancement and reimbursement of expenses, and the purchase and maintenance of insurance on behalf of each Director and officer against any liability asserted against or incurred by such Director or officer in any capacity.
Section 6. Miscellaneous. The rights of indemnification and advancement of expenses provided by this Article shall not be deemed exclusive on any other rights to which any person seeking indemnification or advancement of expenses may be entitled under any agreement, vote of disinterested directors, statute or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office or position, and shall continue as to a person who has ceased to be an authorized representative of the Foundation and shall inure to the benefit of the heirs, executors and administrators of such person. Any repeal or modification of this Article by the Board of Directors of the Foundation shall not adversely affect any right or protection existing at the time of such repeal or modification to which any person may be entitled under this Article.
ARTICLE VII - MISCELLANEOUS
These By-Laws may be amended or repealed by a two-thirds vote of those Directors attending a meeting of the Board at which a quorum is present and the notice of which included notice of the proposed action.
ARTICLE VIII - AMENDMENTS
Section 1. Fiscal Year. The fiscal year of the Foundation will begin on the first day of July and end on the last day of June of the following calendar year.
Section 2. Checks. Except as otherwise provided by resolution of the Board of Directors, checks, drafts, promissory notes, orders for the payment of money and other evidences of indebtedness of the Foundation shall be signed by the Treasurer and countersigned by the President or Vice-President. Except as otherwise provided by resolution of the Board, contracts, leases or other instruments executed in the name of and on behalf of the Foundation shall be signed by the President and attested by the Secretary.
Section 3. Corporate Records. The Foundation shall keep correct and complete books and records of account and minutes of the proceedings of the Board of Directors.
Section 4. No Members or Stock. The Foundation shall have no members and shall not have issue shares of stock. No dividend will be paid, and no part of the income will be distributed to its Directors or Officers provided, that the Foundation may pay compensation in reasonable amount to staff employed for services rendered.
Section 5. No Loans or Assistance to Directors. The Foundation shall not make any loan to, or award any scholarship to or make any similar payment to (a) any person who is then a Director or officer of the Foundation or to (b) any spouse, parent or grandparent of any person who is then a Director or officer of the Foundation.
Section 6. Awards to Directors Descendents - A Board Member or Committee Member is required to remove himself or herself from all discussion and shall abstain from the voting on any award if any lineal descendent or lineal descendent of Board Members spouse is being considered for an award.
Section 7. Solicitation. Any Director or personnel selected by the Board of Directors may solicit funds, equipment, or services of the Foundation.
Section 8. Use of Donated Funds. Unless otherwise provided by the donor, all contributions received by the Foundation shall be deposited and held by the Treasurer of the Foundation and may be used and disbursed with the discretion of the Board of Directors to promote, sponsor and carry out the educational, scientific, charitable and related activities and objectives of the Foundation.
Section 9. Standing Rules. The Board shall adopt and amend as it deems necessary standing rules for administration of any scholarship or other funds in accordance with the purposes and mission of the Foundation.