P a g e 1 MiraCosta College Foundation Bylaws ARTICLE I: Name The name of this organization is the MIRACOSTA COLLEGE FOUNDATION (hereinafter, the Foundation ). It was established in 1967 as an independent organization under the auspices of the MiraCosta Community College District. ARTICLE II: Purpose Section 1: Charitable and Educational Purposes The Foundation is organized exclusively for charitable and educational purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code. Section 2: Mission and Vision The mission of the Foundation is to promote the interests and the welfare of the college and secure resources that will transform student lives. The vision of the Foundation is to ensure that no one is denied access to education because of financial need and that resources are available to enrich the college experience for all students.
P a g e 2 ARTICLE III: Foundation Office The Office of the Foundation, at which its general business shall be transacted and where its records shall be kept, shall be the offices of MiraCosta Community College District, One Barnard Drive, Oceanside, California 92056. ARTICLE IV: Organizational Structure Section 1: Board Members The Foundation Board shall be composed of at least eighteen but no more than thirty-two members. There are voting and non-voting board members. The voting board members are elected. Community board members, selected from the community based on their demonstrated support for and interest in the programs, services and activities of the college, are elected by the Board for a two-year term. A majority vote is required. A board member can be reelected for multiple terms. A community board member may be removed for cause by the recommendation of the Executive Committee and the affirmative vote of twothirds of the voting board members present at a board meeting. Three non-voting members, one from the Associated Student Government, one from the Academic Senate and one from the Classified Senate serve one-year terms after being elected by their peers as the presidents of their respective organizations.
P a g e 3 The Board of Trustees is invited to appoint one of its members to serve as a nonvoting member of the Foundation Board. There are three non-voting ex-officio board members: the Superintendent/President, the Vice President of Business and Administrative Services and the Executive Director of Development and College Foundation. The roles of these ex-officio members are as follows: The Superintendent/President ensures that the objectives of the Foundation align with the current objectives, strategies and priorities of the college. He/she shall have the right to cause the Foundation to cease any activity deemed in his or her judgment to be contrary to policies or interests of the college. The Vice President of Business and Administrative Services shall provide overall fiscal oversight. The Executive Director of Development and College Foundation shall serve as the Foundation s chief executive officer and serve as a non-voting member on all committees. The Vice President of Business Services and the Executive Director of Development and College Foundation report to the College President. The Foundation Board shall have the power to establish and regulate foundation support groups deemed necessary to carry out the mission of the Foundation. These groups may operate in an advisory capacity but are not vested with
P a g e 4 approval authority. Section 2: Non-Voting Honorary Board Members of the Foundation Board The Foundation Board may designate persons to serve as honorary non-voting board members. Honorary membership recognizes position, prestige, and/or service to the College or Foundation. Honorary board members are elected by a majority vote of the Board based on the recommendation of the Executive Committee. The terms of board members coincide with the start and end of the Foundation s fiscal year. At least 90 days prior to the expiration of the term of a director, he or she shall be notified whether they have or have not been nominated for reelection. When a new member is elected during the fiscal year, the end date of his/her term will be specified at time of election. Section 3: Taking Action A quorum of fifty percent plus one of the voting Board members is required to conduct business at regular meetings or by special means. Special means includes but is not limited to correspondence, electronic mail, and conference calls. Actions taken outside of regular meetings will be reported at the next regular meeting of the Board.
P a g e 5 Section 4: No Compensation Community board members shall not receive compensation from the Foundation for their service. Section 5: Meetings Regular meetings of the Foundation Board shall be held at least quarterly at a time and place to be designated by the Foundation President and/or Foundation Executive Director. Special meetings may be called at any time by the Foundation President, Foundation Executive Director or by five voting board members. Notice of the time, place and agenda of any meeting shall be given to each board member no less than five business days before the date of such meeting at their designated contact location. Section 6: Filing Address Each Board Member shall provide the Secretary mailing and/or e-mail addresses to which all notices will be directed until notice of change of address has been given by him/her in writing. Section 7: Quorum At all meetings of the Foundation Board fifty percent plus one of the voting board
P a g e 6 members is necessary to constitute a quorum for the transaction of business. If a meeting is cancelled for lack of a proper quorum and a proper notice is given for a subsequent meeting with an agenda containing the same action items then any number of voting board members present shall constitute a quorum provided that such number will be 20% of serving members for that meeting. At any meeting where a quorum is present the act of a majority of the voting Board members present shall be the act of the Foundation Board, with the exception of a vote to expel a member. ARTICLE V: Officers Section 1: Officers The elected officers of this corporation shall be a President, a Vice-President, and a Treasurer. They shall serve without compensation. The Executive Director of the Foundation shall serve as Secretary to the Foundation Board as indicated in Section 4 (below), and shall serve with compensation as part of his/her duties to the College. The Foundation President, Vice-President, and Treasurer shall be elected from the Foundation Board and installed at the board meeting of the annual year. The elected officers shall serve for a period of one year and until their successors are elected and qualified. Vacancies shall be filled by the Board for the unexpired term of the office vacated.
P a g e 7 Section 2: President The President shall preside at all meetings and shall perform other duties to fulfill the mission and vision of the Foundation. Prior to serving as President he/she shall serve at least one year on the Foundation Board. He/she shall appoint such Committees as he/she deems necessary from members of the Foundation Board and other interested community members. Section 3: Vice President The Vice President shall, in the absence or disability of the President, have all the power of, and act for, the President. Section 4: Secretary The Secretary shall keep a full and complete record of the proceedings of all board meetings of the Board of Directors and shall cause records to be kept of all committee meetings. The secretary shall sign such routine papers and instruments as may be required in the regular course of business, serve such notices as may be necessary or proper, supervise the keeping of the records of the corporation, and shall discharge such other duties as pertain to the office or as prescribed by the Foundation Board and with the approval of the College Superintendent/President.
P a g e 8 Section 5: Treasurer The Treasurer shall be the chairperson of the Finance Committee, which shall monitor the Executive Director s role to receive and safely keep all funds and securities of the corporation. The Treasurer shall provide oversight of the corporation s financial functions, shall work with the Executive Director to ensure that the Board is receiving appropriate financial reports, and shall be available to consult with the Executive Director regarding the corporation s finances. ARTICLE VI: Committees With the exception of the Executive Committee, all committees shall be appointed by the Board President and shall serve at his/her pleasure. The standing committees of the Board are Executive, Finance, Audit and Nominations/Governance. Section 1: Executive Committee 1. a. Membership The voting members of the Executive Committee shall consist of the President, Vice President, Treasurer, and up to four additional voting board members appointed by the President. The Superintendent/President, the Vice President of Business and Administrative Services, and the Executive Director of Development and College Foundation/Secretary to the Foundation serve as non-
P a g e 9 voting members. 1. b. Duties Subject to such limitations as may be imposed by the Board, the Executive Committee shall be possessed of all of the powers of the Board of Directors, except those which the California Nonprofit Public Benefit Corporation Law, Nonprofit Integrity Act, and all applicable laws, specifically reserved to the full Board. Section 2: Audit Committee 2. a. Membership The Audit Committee shall consist of a minimum of four voting board members. Members of the Finance Committee can also serve as members of the Audit Committee provided that they represent less than half of the committee s membership. The President and Treasurer may not serve on the Audit Committee. The Executive Director of Development and College Foundation and the College Vice President of Business and Administrative Services shall serve as ex-officio nonvoting members. 2. b. Duties Subject to supervision by the Board of Directors, the Audit Committee
P a g e 10 shall be responsible for recommending to the Board the retention or termination of the independent auditor and that firm s compensation. The Audit Committee shall confer with the auditor to review the annual audit. The committee acts to either accept the audit or recommend action based on the report. The Audit Committee shall conform to the Nonprofit Integrity Act and all applicable laws. Section 3: Finance Committee 3. a. Membership The Finance Committee shall consist of at least four voting members, one of whom shall be the Treasurer of the MiraCosta College Foundation. The Executive Director of Development and College Foundation and the College Vice President of Business and Administrative Services shall serve as ex-officio non-voting members. 3. b. Duties This committee shall oversee all financial, planned giving and investment activities of the Foundation. The Finance Committee shall develop fiscal policies and procedures for approval by the Board of Directors, including the official presentation of the Annual Budget. Section 4: Nominations/Governance Committee
P a g e 11 4. a. Membership: The membership of the Nomination/Governance Committee shall consist of at least four voting board members and the Executive Director of Development and College Foundation who serves a non-voting member. 4. b. Duties: The committee is responsible for identifying and evaluating prospective members of the Board. The committee recommends candidates to the Executive Committee. A majority vote of the Executive Committee is required to place a candidate s name on a ballot for consideration by the Board. The committee also evaluates board members with expiring terms and makes recommendations to the Executive Committee on which board members should or should not be asked to stand for reelection. Every two years the committee will review the Foundation s Bylaws and make recommendations to the Executive Committee. ARTICLE VII: Other Public Nonprofit Benefit Corporations The Foundation may control other public nonprofit benefit corporations as provided by the Corporations Code where those corporations have provided for such control in their
P a g e 12 Articles of Incorporation. As allowed by law, the Foundation shall provide joint financial statements and one audit for such controlled corporations, and the Finance Committee and Audit Committee shall serve as finance and audit committee for such controlled corporations. ARTICLE VIII: Liability No board member of this organization shall be personally liable for the debts, liabilities, or obligations of this organization, except as provided by Corporation Code section 5230 et seq. The Foundation will maintain Board Member and Officers Liability Insurance at all times. Article IX: Annual Reports to the Board of Trustees The Foundation shall make a report annually to the Board of Trustees of MiraCosta Community College District outlining the activities of the Foundation, the accomplishments, the challenges and the financial statements. Upon the acceptance vote by the Foundation Board of the annual audit, a report of the outcome of the audit shall be made to the Board of Trustees of the MiraCosta Community College District.
P a g e 13 Article X: Amendment of Bylaws These Bylaws may be amended or repealed and new Bylaws adopted by a vote of twothirds of the Board members present at any meeting at which a quorum is present provided notice of all proposed amendments or repeal shall have been given to each Board Member at least five business days prior to the date of the meeting. Approved by MCC Foundation Board: 9/10/97 Revised: 3/11/98 Revised: 1/18/05 Revised: 11/8/05 Approved by the MCC Foundation Board: 9/15/11