Bylaws

Mission Statement

The Foundation is organized exclusively for charitable, educational, scientific and literary purpose for the benefit and to enhance the excellence of the education of students of the Olean City School District (Olean Schools) by (a) encouraging greater involvement in and support for the Olean Schools by the community, parents, alumni, the private sector and other, (b) facilitating financial support for worthy project, programs, and other special needs of the Olean Schools; the foregoing purposes of the Foundation and which are lawful for Not-For-Profit Groups.

The Foundation may take any and all actions which are incidental to and not inconsistent with the foregoing purposes of the Foundation and which are lawful for Not-For-Profit Groups.

ARTICLE I

 Members of the Foundation

The Foundation shall have no members.

 ARTICLE II

 Board of Directors

Section 1: Powers

a)    The Board shall have control and supervision of all the affairs and property of the Foundation, including but not limited to final jurisdiction over finances, investments, projects, programs, fundraising activities and grants; shall exercise such control and supervision consistent with the Mission of the Foundation; shall make grants for the benefit of the students of the Olean Schools; shall authorize all contracts of the Foundation and supervise the allocation of all its funds and property; shall fill all vacancies among the officers of the Foundation; and may remove from office, with or without cause, any officer or director.

b)   The Board shall specify the terms and conditions upon which the principal funds, income and other property of the Foundation shall be invested or used, subject to and in accordance with the Bylaws and the provisions of the Certificate of Incorporation of the Cattaraugus Region Community Foundation.

c)    The Board may solicit funds, and shall have the authority to make available to all contributors, the Certificate of Incorporation and these Bylaws showing the rights and powers of the Board.

d)   The Foundation shall not compensate the Directors.

Section 2: Quorum and Manner of Acting

a)    A majority of all Directors shall constitute a quorum for the transaction of business, and a vote of a majority of Directors present at a meeting at which a quorum is present shall be an act of the Foundation, except as otherwise required by law.

b)   If there is not a quorum present, the Members who are present will make an effort to contact all missing Members via telephone to conference in to the meeting. The Members who connect via phone will be considered present at the meeting with full voting rights.

c)    In time-sensitive situations, the Chair, with approval of a majority of the Executive Committee, can make a motion via email to conduct business and call for a vote on a particular issue. Any vote or comment made by a Board Member shall be copied to all on the distribution list. The Executive Committee will alert Board Members to check email. The content of such emails shall become official minutes and public record.

Section 3: Number and Term of Office 

The Board shall consist of not fewer than ten (10) nor more than fifteen (15) individuals. The number of Directors shall be established by a resolution approved by a majority of all Directors then in office. After the initial three (3) years of operation, terms shall be staggered so that approximately one-third is elected each year. At the conclusion of a Director’s second three-year term, a sitting Board member may be reappointed for a three-year term by a majority vote of all Directors then in office ad infinitum. The Superintendent of the Olean City School District, or his or her designee, shall be an ex-officio voting member of the Board and all Committees. The Board may appoint up to two (2) Members on the Student Activities Council (SAC) at Olean High School as representatives to the Board. If one (1) or both are eighteen (18) years of age or more, the SAC representatives receive one (1) vote.

Section 4: Vacancy

The Board may fill any vacancy, whether due to an increase in the number of Directors, the resignation of disability or death of any Director or otherwise. A Director elected to fill a vacancy shall serve for the unexpired term of office for such Director and until the election of the successor of such Director. The Board may adjust the length of the term being filled to achieve full staggering of elections of Directors.

Section 5: Meetings

The Annual Meeting of the Board shall be held in May or at such other time as may be fixed by the Board, at which time the Board shall elect Officers and Directors, appoint committees and transact other business. Regular meeting will be held at least quarterly at such time and place as may be fixed by the Board. Notice of meeting shall be given at least seven (7) days before the date of the meeting.

Section 6: Removal

The Board may, by majority vote of the entire Board, remove from office any Director because of neglect of official duties, or for other conduct deemed by such a majority to be inconsistent with the holding of office in the Foundation. Any Director may resign at any time by written notice to the Secretary.

ARTICLE III

Committees

Section 1: Executive Committee

The Board shall have the power to appoint by resolution an Executive Committee composed of four (4) or more Officers of the Foundation, who shall have an exercise the authority of the Board in the management of the business of the Foundation between the meetings of the Board. A majority of members of the Executive Committee shall constitute a quorum for the transaction of business by the Executive Committee, and a vote of a majority of Executive Committee members at which a quorum is present shall be an act of the Executive Committee.

Section 2: Committees

The Board may create Committees as it may deem desirable, and the Board shall select members of such Committees. Members of such Committees need not be Directors of the Foundation. The Board shall give each Committee a charge and term in which to complete its mission.

Section 3: Committee Chairperson

The President shall be chairperson of the Executive Committee. The Board shall select the chairperson of each other committee.

Section 4: Minutes

Each Committee Chair shall be responsible for the keeping of minutes of its proceedings, and shall make copies of the minutes available to the Board Members.

Section 5: Term

All Standing Committees shall serve during the fiscal year in which appointed and at the pleasure of the Board.

ARTICLE IV

Officers

Section 1: Election of Officers

The Officers of the Foundation shall be a President, one or more Vice Presidents, a Secretary, a Treasurer, and the Board may design such other officers as. All officers must be Directors. The Officers shall be elected at the Annual Meeting of the Board and shall hold office until the next Annual Meeting of the Board or until their successors shall have been chosen and shall have qualified. The Board may fill a vacancy in any office at any time.

Section 2: President

The President shall have general supervision over carrying on the activities of the Board of Directors; shall preside over all meetings of the Board; and shall ex-officio be a member of all Committees.

Section 3: Vice President(s)

In the absence of the President, a Vice President designated by the President, shall preside over the meetings of the Board at which he or she is present. Each Vice President shall, in addition, perform such duties as the Board may prescribe.

Section 4: Secretary

The Secretary shall attend and keep minutes of the Board. The Secretary shall attend to the giving of notice of all meetings of the Board.

Section 5: Treasurer

a)    The Treasurer shall have charge of the funds of the Foundation and oversee the keeping of full and accurate accounts of receipts and disbursements in the books by the Cattaraugus Region Community Foundation.

b)   The Treasurer shall present, at the Annual Meeting of the Board, a report in accordance with Section 519 of the Not-For-Profit Foundation Law of the State of New York as such Section may from time-to-time be amended.

c)    The Treasurer shall also make interim reports to the Board, upon request, on the financial transactions and condition of the Foundation and shall perform such other duties as the Board may prescribe.

Section 6: Removal

The Board by majority vote, with or without cause, may remove any Officer, at any time. Any Officer may resign at any time, by written notice to the Secretary.

ARTICLE V

Fiscal Year

The Fiscal year of the Foundation shall commence on the 1st day of July and end on the 30th day of June of each year.

ARTICLE VI

Amendments to the Bylaws

These Bylaws may be amended by a resolution approved by a majority of all Directors then in office.

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