NAWIC EDUCATION FOUNDATION BYLAWS

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1 NAWIC EDUCATION FOUNDATION BYLAWS ARTICLE I NAME AND SEAL The name of the corporation is NAWIC EDUCATION FOUNDATION (hereinafter referred to as the Foundation ). The Foundation shall have a corporate seal. ARTICLE II BOARD OF TRUSTEES Section 1: GENERAL POWERS. Final authority for the conduct of all the Foundation s affairs will be vested in its Board of Trustees. Section 2: NUMBER AND COMPOSITION. There shall be a maximum of twenty-five (25) members of the Board of Trustees. The Board shall be comprised of one (1) member of the NAWIC Board to be appointed by the NAWIC President Elect; one (1) member of NCCER to be appointed by NCCER; fifteen (15) other members of NAWIC and a maximum of eight (8) public members, all of whom will best serve the interests of the Foundation. Election of Officers and Trustees for the following fiscal year shall be conducted during the Mid-Year Meeting of the Trustees. (to be phased in over next 2 years beginning October 1, 2015 fiscal year) Section 3: QUALIFICATIONS. The Trustees shall be persons expressing a strong desire to further the goals of the Foundation and willing to commit the necessary resources to the accomplishment of those goals. The Trustees shall establish criteria for selection of future Trustees. Section 4: TERM OF OFFICE. Appointed: The appointed Trustee, who is a member of the NAWIC Board, shall serve a one year term. The appointed Trustee, who is a member of NCCER, will continue until such time that they request removal, become incapacitated or are no longer active or continuing to contribute to the success of the Foundation and its goals. Continuation of their term will be confirmed annually by a majority vote of the Executive Committee at its official Mid-Year Meeting. Public: Public Trustees shall be individuals who are not members of NAWIC. Their term will continue until such time that they request removal, become incapacitated or are no longer active or continuing to contribute to the success of the Foundation and its goals. Initially, they will submit an application and commitment form and be elected as any other Trustee. Continuation of their term will be confirmed annually by a majority vote of the Executive Committee at its official Mid-Year meeting. All Other Trustees: All other Trustees shall serve for a term of two (2) years and may be elected for no more than three (3) consecutive terms unless elected as an Officer. 1

2 Terms shall commence at the conclusion of the Annual Convention of NAWIC, and Trustees shall continue to serve until their successors are appointed unless their terms are otherwise terminated in accordance with these Bylaws. (This article effective with terms beginning October 1, 2007) Section 5: ATTENDANCE. Trustees are expected to attend all meetings. If a Trustee misses two (2) consecutive meetings, he/she may be removed as a Trustee at the second consecutive meeting missed at the discretion of the Executive Committee. Section 6: VACANCIES. Vacancies occurring due to resignation, removal, death or incapacity among Trustees, who are not appointed members of the NAWIC Board or NCCER, may be filled by the majority vote of the remaining Trustees. The elected Trustee(s) shall serve out the remainder of the term. Section 7: REMOVAL. Any member of the Board of Trustees can be removed from office upon a three-fourth (3/4) vote of the remaining Trustees. ARTICLE III - MEETINGS OF THE BOARD OF TRUSTEES Section 1: ANNUAL MEETING. The Annual Meeting of the Board of Trustees may be held in conjunction with the Annual Meeting of the National Association of Women in Construction. Written notice stating the place, date and hour of the Annual Meeting shall be given to each Trustee not less than thirty (30) days in advance thereof. Section 2: MID-YEAR MEETING. Written notice stating the place, day and hour of the Mid-Year Meeting shall be given to each Trustee not less than thirty (30) days in advance thereof. Mid-Year Meetings may be held by telephone conference call. Section 3: SPECIAL MEETINGS. Special Meetings of the Board of Trustees may be called by the President of the Foundation, or by one-fourth (1/4) of the Trustees. Special Meetings may be held in person or by conference telephone call. The time and place of any Special Meeting shall be given by written notice signed by those calling the meeting and transmitted not less than ten (10) days in advance thereof. All motions taken at conference call meetings shall be ratified at the next regular meeting of the Board of Trustees. Section 4: VOTING BETWEEN MEETINGS. The Trustees may transact business in writing by mail, facsimile or . In such cases, a memorandum of the business to be considered shall be sent to each Trustee. Only such replies as are received by the Secretary within fifteen (15) days of transmitting the memorandum shall be considered. A two-third (2/3) vote of the entire Board shall decide the issue. Section 5: QUORUM. A majority of Trustees shall constitute a quorum, and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the Foundation. 2

3 ARTICLE IV - OFFICERS OFFICERS. The Offices of the Foundation shall be those of President, President-Elect, Vice President, Secretary and Treasurer. The President shall be authorized to appoint persons to serve as assistant to the officers. Their duties shall be such as are implied by their respective titles and as specified by the Bylaws. Section 1: PRESIDENT. The President shall call and preside at all meetings. The President shall execute all contracts on behalf of the Foundation with the approval of the Trustees, and employ such professional services, as he/she deems necessary to the proper achievement of the Foundation s goals, within budget limitations. The President shall be one (1) of the persons authorized to countersign all Foundation checks. The President shall appoint persons to committee vacancies. The NEF President or his/her designee may serve in an audit capacity at the NAWIC Mid- Year and/or Annual Board Meetings, at the invitation of the NAWIC President. Section 2: PRESIDENT-ELECT. The President-Elect shall perform such duties as may be requested by the President or the NEF Board of Trustees and shall serve as a member of the Budget and Finance Committee. In the event of a vacancy in the Office of President-Elect, the Vice President shall complete the unexpired term and shall become President at the end of that time. Section 3: VICE PRESIDENT. The Vice President shall assume the duties of the President in his/her absence and shall be one (1) of the persons authorized to countersign all Foundation checks. In the event of a vacancy in the office of President or President-Elect, the Vice President shall complete the unexpired term. Section 4: SECRETARY. The Secretary shall maintain accurate records of all Foundation affairs, including minutes of meetings of the Board of Trustees, and send all notices required. Section 5: TREASURER. The Treasurer shall supervise all accounting and financial reports of the Foundation, present all financial statements required, in accordance with generally accepted accounting principles, and be one (1) of the persons authorized to countersign all Foundation checks. ARTICLE V - EXECUTIVE COMMITTEE Section 1: COMPOSITION. The Executive Committee shall be composed of the President, President-Elect, Vice President, Secretary, Treasurer, Immediate Past President and one (1) Trustee to be elected by majority vote of the NEF Board of Trustees prior to its Annual Meeting. Section 2: DUTIES. The Executive Committee is authorized to discuss, review, study and make recommendations to the Trustees on any matter referred by the President of the Board of Trustees. The Executive Committee shall perform any task assigned by the President. The Executive Committee is further authorized to write, review and approve policies, procedures and guidelines. The Executive Committee shall report to the next regularly scheduled meeting of the NAWIC Education Foundation Board of Trustees unless otherwise instructed. Its actions will be considered ratified unless an objection is raised by a majority of the Trustees present. 3

4 Section 3: MEETINGS. A. Regular meetings of the Executive Committee shall be at the call of the President with the call stating date, time and place of the meeting. B. In the event of a compelling emergency, special meetings of the Executive Committee may be called by the President or three (3) members of the committee. A minimum of five (5) days notice shall be given members of the committee. The call for a special meeting shall state date, time, place and reason of meeting. C. Meetings may be considered by telephone conference with a minimum of twenty-four (24) hours notice. Action taken by telephone conference is to be ratified and made a part of the minutes of the next meeting of the Executive Committee. Section 4: QUORUM. A majority of the Executive Committee shall constitute a quorum. ARTICLE VI - COMMITTEES Section 1: APPOINTMENTS. The President shall authorize the creation of such committees, as he/she may deem necessary. The President shall serve in an ex-officio capacity on all committees. Section 2: STANDING COMMITTEES. The President may appoint the following committees from the Trustees of the Foundation: (A) (B) (C) (D) (E) (F) (G) Governance (Bylaws, Guidelines) Education and Program Development K-12 Programs Capital Fundraising Marketing Finance Strategic Plan The President shall appoint additional Trustees of the Foundation and/or non Trustees to serve on the committees as he/she may deem necessary. Section 3: NOMINATING COMMITTEE. A. The Nominating Committee shall be composed of one (1) member of the current, seated Executive Committee and two (2) members of the current, seated Board at large to be elected at the Mid-Year Board Meeting of the Foundation. Neither the President, President-Elect nor the Vice President shall be eligible to serve on the Nominating Committee. B. The Nominating Committee shall prepare a slate of Officers and Trustees to be presented at the next Mid-Year Meeting of the Foundation. 4

5 ARTICLE VII - FISCAL YEAR The fiscal year of the Foundation shall begin on the first day of October each year and shall end on the thirtieth (30 th ) day of September next succeeding. ARTICLE VIII - DUES No dues shall be required or be paid by the Trustees of the foundation nor shall any levies or assessments be imposed upon such Trustees. ARTICLE IX - INDEMNITY The Board of Trustees shall have the authority to indemnify any Trustee of the Foundation for expenses and costs (including attorney s fees) actually and necessarily incurred in connection with any claim asserted against the Trustee by action in court or otherwise, by reason of being or having been such a Trustee or Officer, except in relation to matters as to which they have been guilty of negligence or misconduct in respect to the matter in which indemnity is sought. ARTICLE X - NAWIC EDUCATION FOUNDATION OFFICE The daily administration of the NAWIC Education Foundation shall be under the direction of the NAWIC Education Foundation Executive Committee. The Executive Committee shall be responsible for the determination of the NAWIC Education Foundation place of business location and may elect to employ an Executive Director, to be employed by the President with ratification by the Board of Trustees. The Executive Director shall perform duties as outlined in the job description approved by the Executive Committee and as assigned by the President and may be authorized to countersign all Foundation checks along with one (1) of the Officers. ARTICLE XI - DISSOLUTION Upon the dissolution of the NAWIC Education Foundation all assets shall be transferred to the NAWIC Founders Scholarship Foundation. ARTICLE XII - AMENDMENTS TO BYLAWS These Bylaws may be altered, amended or repealed and new Bylaws adopted by the majority of the whole Board of Trustees at any meeting of the Board of Trustees, provided they have been circulated to the entire board at least 30 days prior to the meeting at which the change is to be considered. ARTICLE XIII - PARLIAMENTARY AUTHORITY The rules of parliamentary practice comprised in Robert s Rules of Order Newly Revised, latest edition, shall govern all proceedings of the NAWIC Education Foundation except where inconsistent with these Bylaws, and shall be subject to any Standing Rules which have been or may be adopted. 5

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