Fullerton College Foundation

Fullerton College Foundation PO Box 431 Fullerton, CA 92836 (714) 992-7790 Fullerton College Foundation, Inc. Adopted March 3, 2015 By-Laws Article I: General Mission The mission of the Fullerton College Foundation is to promote Fullerton College and enhance the education of our students by raising and accepting resources for scholarships, grants, programmatic and institutional support. The Foundation and the College support each other and coordinate their activities through the use of a Master Agreement dated September 11, 2009 that is updated bi-annually. Section 2. Statement of Purpose The Fullerton College Foundation, Inc. is a 501(c) 3 non-profit public charity. It was founded in 1959 by Dr. H. Lynn Sheller, then President of Fullerton College for the purpose of providing support to Fullerton College and its students. The foundation solicits, receives and distributes gifts, grants and contributions from individuals, businesses, corporations, and private foundations in order to financially support programs and projects that benefit the college. Today the foundation has more than 200 scholarships available to help students achieve their educational goals and continues to provide institutional support. Section 3. Corporate Seal The corporate seal shall consist of a circle, in which appears a historical campus building, the words Fullerton College at the top, the words Fullerton, California and the year of incorporation of the college at the bottom. 1

Article II: Directors Duties and Selection The corporate powers, business, and affairs of this Corporation shall be exercised, conducted, and controlled by board of directors consisting of no more than fifteen (15) elected members by 7/1/2017. In addition to the elected members are: the President of the College, as an ex-officio voting member; the Executive Director of the Foundation as an ex-officio, voting member, the President of the Associated Students, as an ex-officio voting member, the President of the Faculty Senate as ex-officio voting member, the President of the Classified Senate as an exofficio, voting member and a member of the North Orange County Board of Trustees as an exofficio voting member. Each elected director shall hold office for a term of three (3) years or until his successor is elected and qualified, and shall be divided by lot into three (3) groups of reasonably equal numbers whose terms shall begin on the date of such meeting and who shall serve until their successors are elected and qualified. Successors to the elective members shall be elected by majority vote of the total membership of the Board of Directors. Selection of successors for Board members whose term of office is to expire shall be at a meeting preceding the close of their terms. Section 2. Section 3. Section 4. Section 5. Vacancies Vacancies in the elective membership of the Board of Directors occurring other than by expiration of term shall be filled in the same manner as set forth in Section 1 of this Article with names submitted by the Nominating Committee (Article V, Section III) except that the election by the Board of Directors shall be made as soon as reasonably possible after knowledge of the vacancies comes to the Board in special or regular session. A director so elected shall hold office for the unexpired term of the director whom he/she succeeds. Removal An elected director may be removed, for due cause, at any time by an affirmative vote of the majority of the Board. No Compensation The directors and officers, with the exception of the Executive Director, shall serve without compensation. Regular Meetings Regular meetings of the Board of Directors shall be held five times each year. Notice of the time and place of meeting shall be mailed to each member at least ten (10) days before the date of such meeting at his last known place of business or residence as filed with the Foundation office. Such notice may be waived by any director before or after any meeting. 2

Section 6. Section 7. Section 8. Special Meetings Special meetings may be called at any time by the President of the Foundation, or by any three (3) voting members of the Board of Directors. Notice of the time and place of a special meeting shall be mailed to each member not less than forty-eight (48) hours before the date of such meeting at his/her last known place of business or residence as filed with the Foundation office. Such notice may be waived by any director before or after any meeting. Attendance In the event that a Director is unable to attend three (3) consecutive meetings, a vacancy shall be declared as set forth in Article II, Section 2. A member of the Board who anticipates being absent for three (3) consecutive meetings, may request in writing, a leave of absence. The maximum amount of time granted for a leave of absence will be one (1) year total. The President will notify the Secretary that the individual will not count in determining a quorum for the approved period. Filing Address Each director shall file with Foundation office an address to which all notices shall be directed until notice of change of address has been given by him/her in writing. 3

Article III: Quorum Quorum At all meetings of the Board of Directors a majority of the members shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or these By Laws. Ex Officio members vote as regular members and are counted in determing a quorum. 4

Section 2. Section 3. Section 4. Section 5 Article IV: Officers Officers The officers of this Corporation shall be a President, the Immediate Past Board President, a Vice-President, a Treasurer, and a Secretary. The President, Vice-President, Secretary and Treasurer shall be chosen by the Board of Directors. The Immediate Past President is an ex officio position providing that he/she remains a member of the Board of Directors. The elected officers shall serve for a term of two (2) years, from July 1 to June 30, or until their successors are appointed and qualified. Vacancies shall be filled by the Board of Directors for the unexpired term of the office vacated. Elected officers shall be limited to two consecutive terms in the same position and can stand for re-election to that position after a one-term break. However, an officer may be elected to a different position after serving one or two terms in their current position. Removal of Officers An officer may be removed from office by a majority vote of the Board. No Compensation The Officers of this Corporation, like the Directors, shall serve without compensation. Authority The Foundation Officers shall have the authority to and shall discharge the duties ordinarily conferred upon and discharged by the President, Immediate Past President, Secretary and Treasurer of a Foundation until such time as the Board of Directors shall limit, enlarge, or otherwise prescribe the authority and duties of the officers. A): President The Foundation President is the chief executive officer of the Foundation and has, subject to the control of the Board, general supervision of the business and officers of the Foundation. The President shall preside over all meetings of the Board of Directors and Executive Committee. The President has the general powers and duties usually vested in the office of president of a foundation and such other powers and duties as may be prescribed by the Board. The President is not the General Manager of the Foundation. The Executive Director is employed to handle the functions of General Manager. The Foundation President is the chair of the Scholarship Committee. B): Vice President The Foundation Vice President, in the absence of the Foundation President, shall perform all the duties of the President and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President. The duties of the Vice President include being the chair of the 5

Personnel Committee and the Fundraising, Marketing and Public Relations Committee. The Vice President shall have such other powers and perform such other duties as from time to time may be prescribed for them specifically by the Board. C): Secretary It shall be the duty of the Secretary to maintain a current list of all members of the Board, give notice of meetings, take the minutes of all Board and Executive Committee meetings, and maintain the official Minute Book of the Foundation. The Secretary may fulfill his or her duties hereunder by delegating the same to subordinate officers or staff to the Foundation, but shall take appropriate steps to ascertain the performance of such delegated duties. D): Treasurer The Treasurer shall provide oversight of the Foundation s financial functions and chair the Audit, Budget and Finance Committee. The Treasurer will work with the Executive Director and Foundation staff to ensure that the Board is receiving appropriate budget and financial reports. E): Immediate Past President of the Foundation The Immediate Past President of the Foundation will serve as Committee Chair for the Nominating Committee. Section 6 Election of Officers Thirty days prior to scheduled officer elections the Immediate Past President will request, by mail, nominations from all Board Members for all open officer positions. Ten days prior to the scheduled officer elections the Immediate Past President will mail ballots to all board members. Board Members will have seven days to return the ballots to the Immediate Past President. Results of the balloting will be announced at the scheduled board meeting. 6

Article V: Committees The Foundation shall have the committees listed below and other such committees as may from time to time be designated by resolution of the Board of Directors. Board committees may ask persons other than Directors to attend their meetings, advise the committee, or assist in any manner. Minutes or a report of each Committee s meetings or actions shall be presented at each regular meeting of the Board and shall be maintained in a permanent record at the offices of the corporation. Committee membership can include current Board Members, Advisory Board Members as well as Fullerton College students, Faculty, Staff and Community members. Executive Committee The Executive Committee shall consist of the President of the Foundation, who shall preside at all meetings thereof, the Vice President, the Secretary, the Treasurer, the Immediate Past President of the Foundation, the President of the College and the Executive Director of the Fullerton College Foundation. The Executive Committee shall perform all duties assigned by the Board of Directors and permitted by the Foundation Code which include: Actions agreed upon by the Board of Directors and carried out between regular and quarterly meetings of the Directors. Actions that result in a Foundation commitment or expense that exceeds $20,000.00 will require Board approval. Representation of the Board of Directors in all dealings with Fullerton College Foundation operations. Generation of the agenda for regular meetings of the Board of Directors. Other duties as assigned by the Board of Directors of the Foundation. Section 2. Audit, Budget and Finance Committee The Audit, Budget and Finance Committee shall consist of no more than three (3) members and the Treasurer will chair the committee. The committee will have responsibility for coordinating the activities of the outside audit firm and oversight and review of the accounting activities of the Foundation. Additionally, the committee shall be assisted by a professional investment advisor who shall have the primary responsibility of investing the Foundation s funds, subject to such restrictions as the Investment Policy shall impose. The selection of the Investment Advisor shall be made by the Board, taking into account the recommendation of the Audit and Finance Committee. 7

Section 3. Section 4. Section 5. Section 6. Personnel Committee The Personnel Committee shall consist of three (3) members and is responsible for Foundation salary and benefits administration, review and approval of position descriptions, employee working, vacation and sick-leave policies and annual employee reviews. The Foundation Vice President is Chair of the Personnel Committee. Scholarship Committee The Scholarship Committee oversees all of the activities of of the Foundation s scholarship application, review, scoring and awarding processes. The chair of the Committee will recommend the annual volunteer staffing level needed to complete the award cycle. The chair of the Committee will be the Foundation President. Nominating Committee The Nominating Committee shall consist of three (3) members including the Immediate Past President of the Foundation who will serve as the Committee Chair. The Nominating Committee shall present a report nominating new Board Members as well as present Board Members who are candidates for reelection. Fundraising, Marketing and Public Relations Committee The Fundraising, Marketing and Public Relations Committee shall consist of three (3) members including the Vice President who will serve as chair of the Committee. The Committee will meet on a regular schedule and give overall direction on all aspects of the Foundation s fundraising and marketing efforts. At the discretion of the Committee the membership can be expanded to include volunteer non-board members. 8

Article VI: Other Foundation Activities Section 1 Section 2 Advisory Committee The Board of Directors of the Foundation shall have the option to recruit a group of Advisory Committee members who bring unique knowledge and skills that complement our current board and staff members. The Board and staff will meet with our Advisory Committee members on a quarterly basis and discuss our progress and challenges particularly in our operational and fund raising areas. The Chair of the Advisory Committee will be the Foundation President. President s Circle The Board of Directors of the Foundation shall have the option to establish a President s Circle that provides the capability for Foundation Donors of specified amounts to receive additional and specialized access to the College Faculty and Staff and, at the College s option, discounts to College events. The President s Circle shall be an annual fund based upon a calendar year. The annualized amount available for distribution will be the net of total yearly donations less the costs incurred by the Foundation in promoting and administering the program. All funds collected for the President s Circle go to the College except as noted. The Chair of the President s Circle will be the President of the College. 9

Article VII Fiscal Year Fiscal Year The fiscal year of the Corporation and the year for all terms of office shall be July 1 to June 30. 10

Article VIII: Amendments Amendments These Bylaws may be amended or repealed and new Bylaws may be adopted by a majority vote of a quorum of the Directors present at any regular meeting of the Board of Directors, if at least ten (10) day written notice is given of intention to amend, repeal, or adopt new Bylaws at such meeting, which notice shall include: Identification of the Articles affected The proposed revisions, replacements, or deletions to the affected articles KNOW ALL PEOPLE BY THESE PRESENTS: That we, the undersigned, being all of the members and directors of the Fullerton College Foundation, Inc., hereby assent to the foregoing By Laws and adopt the same as the By Laws of said Corporation. IN WITNESS WHEREOF, we hereunto subscribe our names this 14 th day of December, 1959, at Fullerton, California. W.T. Boyce /s Walter B. Chaffee/s Ester Hatch /s Joe W. Johnson/s Wanda McGraw/s Gordan R. Melgren/s Arval Morris/s Wallace J. Tirtcel/s H. Lynn Sheller Bylaws adopted: December 14th, 1959 Bylaws last amended: May 15, 1967 Bylaws last amended: May 5, 1969 Bylaws last amended: May 4, 1973 Bylaws last amended: November 21, 1977 Bylaws last amended: October 26, 1976 Bylaws last amended: April 12, 1985 Bylaws last amended: November 30, 1989 Bylaws last amended: October 25, 1991 Bylaws last amended: March 19, 1996 Bylaws last amended: September 7, 2010 Bylaws last amended: March 7, 2011 Bylaws last amended: March 5, 2013 Bylaws last amended: March 3, 2015 Last revision March 3, 2015 11