Bylaws of the Lambertville Area Education Foundation

ARTICLE I: NAME

The name by which the Corporation shall be known is “The Lambertville Area Education Foundation, Inc.,” also known as the “LEF” and the “LAEF.”

ARTICLE II: PURPOSES

The purpose of the Foundation shall be:

to encourage, solicit, seek and accept contributions of money and property, real and personal, tangible and intangible, restricted, designated or unrestricted, and to maintain, use and apply the whole or any part thereof (income and principal) to or for the benefit of the Lambertville, West Amwell Township, Stockton and South Hunterdon Regional School Districts in ways accepted by the Boards of Education of the several school districts.

to seek, and assist personnel of the districts to seek grants, endowments and other contributions from individuals, corporations, foundations and local, state and federal governments, their agencies or commissions.

to use appropriate means consistent with the policies of the several districts to achieve the purposes of the foundation.

to enter into contracts with other persons and corporations under which the Foundation would carry out any and all of the above activities for the Foundation.

to carry on any activity and to deal with and expend any such property or income therefrom for any of the foregoing purposes, without limitation, except such limitations, if any, imposed upon the use of such property, or any portions thereof, by the donor, the Certificate of Incorporation, or any other limitation prescribed by law, provided (a) that no activity shall be such as is not permitted by a corporation exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code of 1954 or any corresponding provision of the Internal Revenue Code, or as deductible under Section 170 (c)(2) of such code; (b) that the Foundation shall not attempt to influence legislation by propaganda or otherwise, nor shall it intervene in, or participate in, any political office; and (c) that no part of the net earnings of the Foundation shall go or inure to the benefit of any member, Director or private individual.

ARTICLE III: MEMBERS

Section 1. Designation of Members. Membership in the Foundation shall be limited to those persons constituting the Board of Directors of the Foundation at any given time.

Section 2. Other Classes of Members. The Directors may establish, change or abolish one or more other classes of members who shall have no voting power in the Corporation, but who may have other privileges of membership on such terms and conditions as the Directors may determine.

ARTICLE IV: BOARD OF DIRECTORS

Section 1. Authority. All corporate powers of the Foundation shall be exercised by or under the authority of the Board of Directors, who shall be the “Trustees” described in N.J.S.A. 15:1-7. The Board of Directors shall have the authority:

to elect new members of the Board;

to elect a President, one or more Vice-Presidents, a Secretary and a Treasurer, all of whom will be elected at the Annual Meeting to serve a term of one year or until a successor is selected.

to contract and pay for services of consultants, lawyers, auditors, appraisers and other such experts as may be required at any time.

to rent space when needed and as may be appropriate for Foundation use.

to decide on appropriate methods to be used to achieve the purposes of the Foundation.

to decide whether or not to accept restricted or designated gifts and to decide under what conditions such gifts shall be accepted, while maintaining consistency with Foundation purposes, objectives and intentions.

to pay all reasonable expenses in connection with securing contributions, grants, endowments, etc.

to maintain a checking account to pay Foundation expenses, the size of which shall be determined by the Board.

when necessary, to set up special checking accounts for fund raising events that require large expense payments and to turn over to the approved depository the net profits of the events.

Section 2. Number, Term of Office, Election and Qualifications. The number of Directors shall be not less than seven (7) members and not more than twenty-one (21) members. Each Director shall serve for a term of three (3) years unless he or she is elected to a partial term to fill a vacancy. At the end of the first year, and thereafter, one-third of the Directors shall be elected each year at the Annual Meeting by a majority vote of the Directors then in office. Nominations for Director may be submitted by the Nominating Committee or by individual Directors.

Elected Directors shall not include members or employees of the Boards of Education of the school districts served by the Foundation. In addition to the elected Directors, the Superintendent and one member of the Board of Education of each school district served by the Foundation, to be chosen by the several Boards of Education, shall be non-voting Directors of the Foundation by virtue of their office.

Any vacancy on the Board of Directors shall be filled at the discretion of the Directors by a majority vote of the Directors then in office. A Director elected to fill a vacancy shall be elected for the unexpired term associated with the seat being filled.

Section 3. Resignation, Leaves of Absence and Removal. Any Foundation Director may resign at any time by written resignation filed with the President of the Foundation. Any Foundation Director may take a leave of absence for up to one year by written notification filed with the President of the Foundation. Directors on leaves of absence may not debate or vote on any question before the board and shall not be counted for purposes of determining a quorum. Any Foundation Director may be removed from office with or without cause by the affirmative vote of two-thirds (2/3) of the Foundation Directors.

Section 4. Compensation. No Director shall receive, directly or indirectly, any compensation for his or her services as Director. The Board may authorize reimbursement of reasonable expenses incurred by Board members in connection with attendance at Board meetings and other duties.

Section 5. Meetings. The Annual Meeting of the Board of Directors shall be held in the month of April at such date, time and place as the Board of Directors shall determine. In addition to the Annual Meeting, regular meetings shall be held at least quarterly and shall be called by the President or any two Directors.

Section 6. Notice of Meetings. Notice of the Annual Meeting shall be given to the Directors not more than thirty (30) days nor less than ten (10) days before the meeting. Notice of regular meetings shall be given to all the Directors a minimum of four (4) days prior to the meeting.

The notice requirements contained in these By-Laws may be waived in writing by an Director. All waivers shall be made part of the minutes of the meeting.

Section 7. Quorum. The presence of one-half (1/2) of the entire Board shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of the Board. The act of a majority of those present at any meeting, at which there is a quorum, shall be the act of the Foundation, except as may be otherwise specifically provided by statute.

Section 8. Voting. At every meeting, each elected Foundation Director shall be entitled to one vote in person. Any board action required or permitted to be taken by the Board may be conducted by e-mail, if two-thirds (2/3) of all members of the Board shall consent in advance to such action at a meeting of the Board.

Section 9. Action in Lieu of a Meeting. Any Board action required or permitted to be taken by the Board may be taken without a meeting, if two-thirds (2/3) of all members of the Board shall consent in advance to such action in writing. Such written consent shall be made a part of the minutes of the proceedings. Such action by written consent shall have the same force and effect as the same vote of the Directors at a duly convened meeting.

ARTICLE V: OFFICERS

Section 1. Election, term of Office, Resignation and Removal. The Officers of the Foundation shall be a President, one or more Vice Presidents, a Secretary and a Treasurer, and such other Officers as the Board may from time to time determine.

The Officers shall be elected at the Annual Meeting of the Foundation Board of Directors from among the elected members of the Board of Directors and shall hold office for a one (1) year term or until their successors are elected. All Officers of the Foundation shall hold their respective positions at the pleasure of the Board and may be removed by the Board of Directors with or without cause. Any Officer of the Foundation may resign at any time by written resignation filed with the President of the Foundation. In the event of death, disability, removal or resignation of any Officer of the Foundation, the Board or Directors shall elect a successor to serve out his or her unexpired term.

Section 2. President: Powers and Duties. Subject to the control of the Board of Directors, the President shall have general supervision of the affairs of the Foundation. The President shall preside at all meetings of the Board of Directors and shall have such other duties as may be prescribed by the Board of Directors. The President shall serve as an ex-officio member of all committees, with the exception of the Nominating Committee.

Section 3. Vice-President(s): Powers and Duties. At the request of the President, or in the event of his or her absence or disability, the Vice President (or Vice Presidents in the order of designated seniority) shall perform the duties, and possess and exercise the powers of the President; and to the extent authorized by law, any such Vice President shall have such other powers as the Board of Directors may determine and shall perform such other duties as may be assigned by the Board of Directors.

Section 4. Secretary: Powers and Duties. The Secretary shall have charge of such books, documents and papers as the Board of Directors may determine and shall have custody of the corporate seal. The Secretary shall attend and keep the minutes of all meetings. He or she may, together with the President or any Vice President, sign in the name of or on behalf of the Foundation , any contracts or agreements authorized by the Board of Directors, and when so authorized or ordered by the Board of Directors, may affix the seal of the Foundation. The Secretary shall, in general, perform all the duties incident to the office of Secretary subject to the control of the Board of Directors and shall do and perform such other duties as may be assigned by the Board of Directors.

Section 5. Treasurer: Powers and Duties. The Treasurer shall have the custody of all funds, property and securities of the Foundation, subject to such regulations as may be imposed by the Board of Directors. When necessary or proper, the Treasurer may endorse on behalf of the Foundation for collection checks, notes and other obligations and shall deposit the same to the credit of the Foundation at such bank or banks or depository as the Board of Directors may designate. The Treasurer shall sign all receipts and vouchers, and together with such other Officer or Officers, if any, as shall be designated by the Board of Directors, shall sign all checks of the Foundation except in cases where the signing and execution thereof shall be expressly designated by the Board of Directors or by these By-Laws to some other Officer or agent of the Foundation. The Treasurer shall make such payments as may be necessary or proper to be made on behalf of the Foundation and shall enter regularly on the books of the Foundation, to be kept by him or her for that purpose, full and accurate account of all moneys and obligations received and paid or incurred by him or her for or on account of the Foundation, and shall exhibit such books at all reasonable times to any Foundation Director on application of the Officers of the Foundation. The Treasurer shall submit an annual report at the Annual Meeting, as well as such other reports as may be required by the Board of Directors from time to time. He or she shall, in general, perform all the duties incident to the office of Treasurer, subject to the control of the Board of Directors.

Section 6. President Emeritus. The immediate past president shall assume the position of President Emeritus until a later election results in a new immediate past president. This position has no specific powers and duties.

ARTICLE VI: COMMITTEES

Section 1. Appointment. Except as otherwise stated in these By-Laws, the President shall appoint the members and designate the chair of standing and other committees. Committees shall serve at the pleasure of the Board under such rules and regulations as the Board may approve.

Section 2. Standing Committees. There shall be a Finance Committee, the responsibilities of which shall include fact-finding for the Board on matters relating to the financial administration of the Foundation and preparation of the annual budget for presentation to the Board. The Treasurer shall serve on the committee ex-officio.

There shall be a Fundraising Committee, the responsibilities of which shall include planning for the solicitation of contributions in support of the Foundation’s purposes.

There shall be a Nominating Committee of not less than three (3) persons, which shall present nominations for Directors and Officers.

There shall be a Public Relations Committee, the responsibilities of which shall include planning a program to promote understanding and acceptance of the Foundation by the community.

Section 3. Other Committees. The Board of Directors may create additional board committees and citizen advisory committees, as needed.

ARTICLE VII: FINANCES

Funds of the Foundation shall be deposited in a bank under national or state supervision. The Board of Directors shall authorize an appropriate individual or individuals to sign negotiable instruments on behalf of the Foundation.

There shall be an annual financial review by an independent accounting firm within ninety (90) days of the close of the fiscal year.

ARTICLE VIII: INDEMNIFICATION

Each Foundation Director and Officer, whether or not then in office, and his or her heirs, executors, administrators and assigns, shall be indemnified by the Foundation against all costs and expenses reasonably incurred by or imposed upon him or her, or his or her estate, in connection with or resulting from any action, suit or proceedings, civil or criminal, to which he or she, or his or her estate, shall or may be a party, or with which he or she or it shall or may be threatened by reason, directly or indirectly, of his or her being or having been a Director or Officer of the Foundation, except in relation to matters as to which he or she shall be finally adjudged in such action, suit or proceeding to be liable for malfeasance or gross negligence in the performance of his or her duty as such Director or Officer. Each Foundation Director and Officer shall also be indemnified against any costs or expenses reasonably incurred by or imposed upon him or her, or his or her estate, in connection with or resulting form the settlement of any such action, suit or proceedings in which such Director or Officer was not liable for malfeasance or gross negligence in the performance of his or her duty as Director or Officer. The costs and expenses against which any such Director or Officer shall be indemnified shall be those actually paid or for which liability is actually incurred, irrespective of whether such costs or expenses are taxable costs as defined or allowed by statute or rule of court. A Director or Officer shall not be deemed to have been liable for malfeasance or gross negligence in the performance of his or her duty as a Director or Officer as to any matter wherein he or she relied upon the opinion or advice of legal counsel selected by the Board of Directors or acting in any such matter for the Foundation. Such rights of indemnification shall be in addition to any other right with respect to any such costs and expenses to which such Director or Officer may otherwise be entitled against the Foundation or any other persons.

ARTICLE IX: DISSOLUTION

Upon the dissolution or other termination of the Foundation, no part of the property of the Foundation or any of the proceeds shall be distributed to or inure to the benefit of any of the Directors or Officers of the Foundation, but all such property and proceeds, subject to the discharge of valid obligations of the Foundation, shall be distributed exclusively to Federal, State or Local government bodies or to other charitable or educational organizations which then qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code and the Regulations as they now exist or as they may hereafter be amended.

ARTICLE X: MISCELLANEOUS PROVISIONS

Section 1. Fiscal Year. The Fiscal Year of the Foundation shall begin on July 1 of each year.

Section 2. Rules of Parliamentary Procedure. Robert’s Rules of Order, in its most recent edition at the date of its use, shall be the parliamentary authority for all matters of procedure not specifically covered by these By-Laws or by other specific rules of procedure adopted by the Directors of the Foundation.

ARTICLE XI: AMENDMENT OF BY-LAWS

The By-Laws of the Foundation may be amended by two-thirds (2/3) vote of all the Foundation Directors at an annual or regular meeting of the Board, provided notice of the character of the proposed amendment shall have been given to the Directors at least twenty (20) days before such amendment is voted upon. Such amendments shall be consistent with the purpose, objectives and intentions of the Foundation. The Secretary of the Foundation shall at all times keep in the office of the Foundation a true and correct copy of the By-Laws.

Amended September 10, 2002
Amended January 14, 2003
Amended November 11, 2003
Amended October 14, 2003
Amended June 8, 2004
Amended January 10, 2006
Amended April 25, 2006