Bylaws for the Zonta Madison Foundation, Inc.

Transcription

1 Zonta Madison Foundation, Inc. charitable foundation of Bylaws for the Zonta Madison Foundation, Inc. Article I Purpose The purpose of the Zonta Madison Foundation Inc. is to carry out the charitable service purposes of Zonta Club of Madison, Wisconsin (the Club). The Foundation is organized exclusively for charitable or educational purposes (not including the operation of a full secondary educational institutional or vocational school), including for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)3 of the Internal Revenue Code of 1954, as amended (or the corresponding provisions of any future United States Internal Revenue Law). No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its directors, officers or other private persons. Article II Offices Zonta Madison Foundation Inc., a Wisconsin not-for-profit corporation, sometimes referred to in these Bylaws as the Foundation, shall maintain in the State of Wisconsin a principal Office and a registered Agent. The mailing address of the principal office will be the address of the current President of the Zonta Madison Foundation Board and will be changed immediately following the election of a new president. Zonta Madison Foundation Inc. The mailing address of Foundation will be the address of the current President of the Zonta Madison Foundation Board, and will be changed immediately following the election of a new president. The name and address of the current registered Agent of the Foundation is: JoAnn Gruber-Hagen 7210 Timberwood Drive Madison, Wi Article III

2 Members The Foundation shall not have members. Article IV Meetings and Elections Section 1. Regular Meetings. Regular meetings of the Foundation Board of Directors shall be held at least once in the fall (September through November) and once in the spring, following the election of Foundation Board members by Zonta Club of Madison. Additional meetings may be held as needed to conduct the business of the Foundation. These meetings shall be called by the President. Any Foundation Board member may request that a meeting be called, and the President will honor reasonable requests. Notice of the meetings shall be sent to the Board members at least seven (7) calendar days in advance, and sent electronically, by telephone or by mail. Section 2. Annual Meeting. The Foundation's Annual Meeting shall be concurrent with the Club's Annual meeting and shall be for the purpose of providing a full and complete report on the affairs and accounting of the funds of this Foundation covering the preceding year and for any other business that may arise. Section 3. Special Meetings. Special meetings may be called by the President. The meeting notice may be electronic, telephonic or by mail, at least two (2) days in advance. The business to be transacted at a special meeting shall be limited to that mentioned in the meeting notice. Section 4. Quorum. A majority of the Board shall constitute a quorum at any regular or special meeting of the Foundation. Section 5. Elections. The Club Nominating Committee shall prepare a slate of directors candidates for each available director position. The election shall be held in accordance with Club bylaws at the Annual Club Business Meeting. Article V Board of Directors and Officers Section 1. General Powers. The Foundation Board shall have responsibility for managing the assets of the Foundation and shall make recommendations to the Club Board, for presentation to the Club for approval of policies for collection, investment and disbursement of Foundation funds and for projects or donations using Foundation funds. The Foundation Board shall exercise general supervision of the affairs of the Foundation, provided that none of its acts shall conflict with the action taken by the Club. It may act upon routine questions in carrying out established policies but shall not determine policy nor authorize projects or donations. It shall provide for a review of its books annually. The Foundation Board shall prepare an annual Foundation Budget for presentation to the Club for adoption. Section 2. Number of Directors. The affairs of the Foundation shall be managed by a Board of Directors. The number of Foundation Board directors shall be five (5) except that by resolution of the Foundation Board of Directors. The directors may set the number of directors at not less than five (5) nor more than ten (10). This change shall remain in effect until altered by another resolution of the Foundation Board. All the directors of this Foundation shall be members of the Club.

3 Section 3. Officers. The directors of the Foundation shall be elected annually by the members of the Club as stipulated in Article IV, Section 5. Following the annual election of new Foundation Board members, the Foundation Board shall elect from among its Directors a President, Vice President, Secretary and Treasurer. The President of the Club shall serve as an ex-officio member of the Foundation Board of Directors. The officers retain their identity as a Foundation Director while also serving as an officer of the Foundation Board. Section 4. Qualifications. To be eligible for a Director position or an officer position other than President, the member shall be actively involved in the Club. To be eligible for the office of President, a member must have been a member in good standing of the Club for at least two years. Section 5. Term of Office. A director of the Foundation may be elected for a maximum of two consecutive two-year terms. The term of office for all Foundation officers shall be 2 years. The persons elected to the offices of President, Vice President and Secretary may not serve consecutive terms in the same office. The Treasurer may serve a maximum of two consecutive terms as Treasurer. Section 6. Duties of Officers. The officers of the Foundation shall perform the duties prescribed by the Foundation, by these Bylaws and by the Bylaws of Zonta International. (c) (d) President. The President shall preside at all meetings of the Foundation and of the Board and shall sign all payment orders and checks drawn by the Treasurer at or above an amount set annually by a resolution of the Foundation Board. Vice President. The Vice President shall assist the President in the discharge of duties as the president may direct and shall perform such other duties as may be assigned by the President of the Foundation Board of Directors. In the temporary absence of the President, the Vice President shall perform the duties of the President. Secretary. The Secretary shall keep a record of the proceedings of the Foundation and of the Board and conduct correspondence not specifically assigned to others. Treasurer. The Treasurer shall (i) have charge of and be responsible for the maintenance of adequate books of account for the Foundation; (ii) have charge and custody of and be responsible for all funds and securities of the Foundation and for receipt thereof; (iii) arrange for an annual review of the financial status of the foundation; and (iv) perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Board of Directors. No later than forty-five (45) days after the term of office ends, the Treasurer shall turn all records over to the successor. Section 7. Duties of Director. All Directors are responsible for representing members of the Zonta Club of Madison in Foundation decision-making, to support programs that present the Zonta Club of Madison in a positive manner and to fulfill their fiduciary responsibility to be good stewards of the Zonta Madison Foundation financial assets. Section 8. Attendance. Each member of the Board is expected to be present at all meetings of the Board, unless excused with prior notice by the President.

4 Section 9. Resignations. A resignation of a Director of the Foundation Board shall be sent in writing to the Foundation President. The resignation shall be effective immediately. The President will notify the Club President of the resignation so that an additional director can be appointed by the Club Board of Directors to serve until the next election in compliance with Section 1 of this Article. Section 10. Removal of a Foundation Director or Officer for Cause. Foundation officers and directors may be removed for cause. Cause shall include but not be limited to failure, without excuse, to attend meetings, failure to perform the duties of the position or acting in such a way as to injure the good name of Zonta or hamper its work. The grounds for removal for cause shall be put in the form of a written complaint. The written complaint will be referred to the Foundation Board which will notify in writing the officer or director in question of the complaint and that the Foundation Board will investigate and counsel with the officer or director for the purpose of rectifying the situation. (c) If the issue(s) raised in the written complaint are resolved by the Foundation Board, the director/officer and person making the complaint will be informed that the complaint has been satisfactorily resolved and the officer/director will continue serving. (d) If the issue(s) raised are not resolved by the Foundation Board, the Foundation Board shall recommend to the Club Board that the officer/director be removed for cause. The Club Board will follow club bylaws in addressing the recommendation for removal for cause. (e) If a complaint is received that an officer/director of the Zonta Madison Foundation Board, while acting in their role, has engaged in Foundation or Club related actions that are potentially unlawful, the following procedure will be followed: (1) The officer/director will be suspended immediately pending immediate Foundation Board investigation and determination of validity of the complaint. (2) The complaint will be immediately forwarded to the Zonta Club of Madison President. (3) Following the Foundation Board s investigation into the complaint, a recommendation for action with written justification for the recommendation will be forwarded to the Zonta Club of Madison President for action pursuant to Zonta Club of Madison Bylaws. Section 11. Vacancies. Vacancies in Foundation Board directors shall be filled through appointment by the Club Board. Vacancies in officers of the Foundation shall be filled by the Foundation Board of Directors. Article VI Fiscal Year The fiscal year of the Foundation is from June 1 through May 31. There is no corporate seal of the Foundation. Article VII Corporate Seal Article VIII Salaries No salaries are paid to the directors of the Foundation. Article IX

5 Parliamentary Authority The rules contained in Robert's Rules of Order, Newly Revised, current edition, shall govern the Foundation in all cases in which they are not inconsistent with these Bylaws or with the Bylaws of Zonta International. Article X Identification Section 1. Zonta International Identification Colors. The official colors of Zonta International shall be mahogany and gold. Emblem. The emblem of Zonta International shall be a square as shown. (c) Name and Marks. The name and symbol of Zonta may be used by any district, club or member of Zonta International only in accordance with regulations issued from time to time by the Zonta International Board. Use of the name and symbol of Zonta by nonmembers other than in news reporting or commentary is permitted only with prior approval of the Zonta International president. Section 2: Zonta Madison Foundation Emblem. The following Zonta International approved emblem shall be the official Zonta Madison Foundation, Inc emblem. Article XI Amendment to the Bylaws Section 1. Procedure. These Bylaws may be amended by affirmative vote of at least two-thirds majority of the Foundation Board directors then in office and approval by the Club's Board of Directors. Section 2. Conflict with Zonta International. If any amendment of these Bylaws is in conflict with the Bylaws of Zonta International, these Bylaws shall be considered to have been amended automatically to conform to the Bylaws of Zonta International. Adopted by Zonta Madison Foundation Board of Directors on March 26, Approved by the Zonta Club of Madison Board of Directors on April 25, Amended by the Madison Foundation Board on Aug. 22, 2018.