BYLAWS

OF

SE-MA-NO FOUNDATION, INC.

  

ARTICLE I

 

NAME OF ORGANIZATION

 

The name of the corporation shall be the SE-MA-NO Foundation, Inc. herein below referred to as “FOUNDATION“

 

ARTICLE II

 

PURPOSE OF ORGANIZATION

 

The purpose of the FOUNDATION shall be the accumulation and disbursement of funds for charitable purposes in the service area of SE-MA-NO Electric Cooperative. Upon dissolution of the FOUNDATION, any remaining funds shall be distributed only for charitable purposes. 

  

ARTICLE III

 

FUNDING

 

The FOUNDATION shall be funded by such rules and regulations as may be promulgated by the Board of Directors of SE-MA-NO Electric Cooperative.

  

ARTICLE IV

 

BOARD OF DIRECTORS

 

  1. The FOUNDATION shall be administered by a nine (9) person Board of Directors, residing in and representing each of SE-MA-NO Electric Cooperative’s service areas.  The initial Board shall be appointed to one (1), two (2) or three (3) year terms.  Thereafter the terms of office for each Board member shall be for a period of three (3) years.  For geographic representation, the Board, to the extent that it is reasonable and that qualified candidates may be found, shall be composed of three (3) members from the Eastern District, three (3) from the Central District, and three (3) from the Western District service areas.

 

  1. A designee of SE-MA-NO Electric cooperative shall be an ex-officio member of the Board of Directors of the FOUNDATION.  The ex-officio member shall be entitled to notice of all meetings and shall be allowed to participate in discussions but shall not vote in matters decided by the Board.  The presence of the ex-officio member shall not count toward the quorum requirement and shall not be counted to affect the outcome of any voting threshold established in these BYLAWS.       

 

  1. The Board of directors of the FOUNDATION may designate the ex-officio-member to serve as an assistant secretary/treasurer to assist with or carry out those duties.

  

ARTICLE V

 

QUALIFICATIONS OF BOARD MEMBERSHIP

 

The Board shall be nominated and elected by the Board of Directors of SE-MA-NO Electric Cooperative from the membership of the Cooperative.  No person seeking or holding a seat on the Board of Directors of SE-MA-NO Electric Cooperative, Inc. shall be eligible to become or remain a member of the FOUNDATION board.

  

ARTICLE VI

 

COMPENSATION FOR DIRECTORS

 

No Director shall receive compensation for serving on the Board of Directors of the FOUNDATION.  Such Board members may, however, be reimbursed for mileage and out of pocket expenses incurred while on the business of the FOUNDATION when such business is sanctioned by the Board of Directors of said FOUNDATION.

 

All compensation shall be paid from general funds of the Cooperative.

  

ARTICLE VII

 

MEETING OF THE BOARD OF DIRECTORS OF THE FOUNDATION

 

  1. REGULAR MEETING:        The Board of Directors of the FOUNDATION shall meet not less than annually at SE-MA-NO Electric Cooperative in Mansfield, Missouri.  The Board of Directors of the FOUNDATION may meet at such other times and places in the SE-MA-NO Electric Cooperative service area as they may deem at their discretion to be necessary.

 

  1. SPECIAL MEETINGS:        Special meetings of the Board of Directors of the FOUNDATION may be called by the President or by any three (3) Directors and it shall thereupon be the duty of the Secretary of the FOUNDATION to cause a notice of such meeting to be given as hereafter provided.  The President or Boar of Directors calling such meeting shall fix the date and time but such meeting shall be at the headquarters of SE-MA-NO Electric Cooperative in Mansfield, Missouri.

 

  1. NOTICE OF DIRECTORS MEETING:      Written notice of the date, time and place of regular and special meetings of the Board of Directors of the FOUNDATION shall be delivered to members of the Board not less than five (5) days prior thereto, either personally, by mail, e-mail, fax, or at the direction of the Secretary, and upon default in that duty by the Secretary, then by the President or the Directors calling for such meeting.

  

ARTICLE VIII

 

QUORUM

 

A majority of the Board of Directors of the FOUNDATION shall, unless otherwise designated in these Articles, constitute a quorum.  In the event that less than a majority of the Board of Directors of the FOUNDATION is present at any meeting, a majority of those Directors present may adjourn the meeting and shall designate a place and time for the next meeting. The Secretary shall duly notify the absent members of the time and place of the next meeting.  An act of the majority of the Board of Directors present at any meeting at which a quorum is present, and unless otherwise provided in theses BYLAWS, shall be the act of the Board of Directors of the FOUNDATION.

  

ARTICLE IX

 

OFFICERS OF THE COPORATION

 

The Officers of the Foundation shall be a President, a Vice President, a Secretary, a Treasurer, and such other offices as may be determined by the FOUNDATION Board from time to time.  For the purposes of these BYLAWS, the above four (4) officers shall constitute the Executive committee of the FOUNDATION.

  

ARTICLE X

 

ELECTION OF OFFICERS AND TERMS OF OFFICE

 

The officers shall be elected annually by secret ballot by the Board of Directors of the FOUNDATION at a meeting of the Board of Directors of the FOUNDATION held on an annual basis in JUNE of each year after the initial organizational meeting. 

 

The terms of office shall be for one (1) year; however, nothing shall disqualify an officer from being re-elected to consecutive terms of office.

  

ARTICLE XI

 

POLICIES, RULES AND REGULATIONS

 

The Board of Directors of the FOUNDATION shall have the power to make and adopt such rules and regulations, not inconsistent with law, the Articles of Incorporation, these BYLAWS, or policies put in place by the Board of Directors of SE-MA-NO Electric Cooperative, as it may deem advisable for the management, administration and regulation of the business and affairs of the FOUNDATION.

 

 

ARTICLE XIII

 

DUTIES OF OFFICERS

 

  1. PRESIDENT:            The President shall be the principal executive officer of the FOUNDATION and, unless otherwise determined by the Board of Directors of the FOUNDATION, shall preside at all meetings of the Board of Directors of the FOUNDATION and in general perform all duties incidental to the office of President and such other duties as may be prescribed by the Board of Directors of the FOUNDATION from time to time.

 

  1. VICE PRESIDENT:             In the absence of the President, or in the event of his inability or refusal to act, the Vice President shall perform 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 Vice President shall also perform such other duties as from time to time may be assigned by the Board of Directors of the FOUNDATION.

 

  1. SECRETARY:          The Secretary shall be responsible for the keeping of the minutes of the meetings of the Board of Directors of the FOUNDATION in one or more books provided for that purpose;  be responsible for seeing that all notices are duly given in accordance with these BYLAWS or as required by law; be custodian of the corporate records and of the seal of the FOUNDATION and affix the seal of the FOUNDATION to all necessary documents, the execution  of which on behalf of the FOUNDATION under its seal is duly authorized in accordance with the provisions of these BYLAWS;  have general charge of the books of the FOUNDATION;  be responsible for the keeping on file at all times a complete copy of the Articles of Incorporation, policies, and BYLAWS of the FOUNDATION containing all amendments thereto;  and, in general, perform all duties incidental to the office of the Secretary and such other duties as from time to time may be assigned by the Board of Directors of the FOUNDATION.

 

  1. TREASURER:          The Treasurer shall have charge and custody of and be responsible for all funds and securities of the FOUNDATION;  be responsible for the receipt of and the issuance of receipts for monies due and payable to the FOUNDATION from any source whatsoever;  and for the deposit of all such monies in the name of the FOUNDATION in such bank or banks as shall be selected in accordance with the provision of these BYLAWS;  and in general perform all the duties incidental to the office of Treasurer and such other duties as from time to time may be assigned by the Board of Directors of the FOUNDATION.

  

ARTICLE XIII

 

CHECK SIGNING

 

Any and all checks issued by the FOUNDATION, for any purpose, shall be signed by two (2) officers of the FOUNDATION, or by one (1) officer of the FOUNDATION and one (1) such other person as may be designated by the Board of Directors of the FOUNDATION as having check signing authority.

  

ARTICLE XIV

 

DISBURSEMENT OF FUNDS

 

Except as otherwise provided by these BYLAWS, the Board of Directors of the FOUNDATION shall have the full and sole responsibility for the disbursement of all monies of the FOUNDATION in accordance with these BYLAWS and the policies as adopted by the Board of Directors of the FOUNDATION.

 

Prior to the consideration, by the Board of Directors of the FOUNDATION, of any disbursement, member(s) of the Board of Directors of the FOUNDATION shall disclose and explain any personal and/or business interest, connection, kinship, or other association he or she has with the person, family, group, corporation, or other entity under consideration for funding by the FOUNDATION.

 

Such member shall, if requested by the President or any three (3) members of the Board of Directors of the FOUNDATION, excuse himself/herself from the meeting and not participate in the discussion of or voting on the disbursement.

 

If no request is made that the interested Director be excused from the meeting, then and in that event, said Director may participate in the discussion of the disbursement but shall not vote on the disbursement.  The presence of the interested Director shall not be counted toward the majority vote requirement for disbursement.

  

ARTICLE XV

 

ACCUMULATION OF FUNDS

 

SE-MA-NO Electric Cooperative shall transfer funds collected by it for the benefit of the FOUNDATION on a regular basis, but not less than quarterly.

  

ARTICLE XVI

 

INVESTMENT OF FUNDS

 

The Board of Directors of the FOUNDATION shall be responsible for the funds entrusted to it and shall make such investment of said funds in a manner which is reasonable and prudent and in keeping with these BYLAWS and the policies of the FOUNDATION.

  

ARTICLE XVII

 

AMENDMENT OF BYLAWS

 

These BYLAWS may be altered, amended, or repealed by the Board of Directors of SE-MA-NO Electric Cooperative at any regular meeting of said Board after at least ten (10) days notice.  The Board of Directors of the FOUNDATION may make advisory recommendations to the Board of Directors of SE-MA-NO Electric Cooperative.

  

ARTICLE XVIII

 

ACCOUNTING SYSTEM & REPORTS

 

The Board of Directors of the FOUNDATION shall cause to be established and maintained a complete accounting system such that is in keeping with sound financial management and, furthermore, shall provide a report and record of the accounts to the Board of Directors of SE-MA-NO Electric Cooperative on the operation and expenditures of the FOUNDATION as often as may be necessary and prudent, but not less than annually.

  

ARTICLE XIX

 

POLITICAL CONTRIBUTIONS

 

No funds of the FOUNDATION shall in any way be used to support any candidate for political office, any political action fund, or for any political purpose.

  

ARTICLE XX

 

BORROWING FUNDS

 

The FOUNDATION shall NOT have the authority to borrow monies from any bank, savings and loan, or other institutions or persons for any purposes.

  

ARTICLE XXI

 

EMERGENCY EXPENDITURE

 

The Executive Committee of the FOUNDATION by a vote of at least three (3) of its members may from time to time make expenditures on an emergency basis, in accordance with these BYLAWS, polices adopted by the Board of Directors of the FOUNDATION, and the purposes of this FOUNDATION.  Such disbursements may not exceed the amount of ONE THOUSAND DOLLARS ($1,000), to any person, family, group or organization. 

 

Emergency expenditures shall be fully disclosed by the Executive Committee at the next regularly called meeting of the Board of Directors of the FOUNDATION.

  

ARTICLE XXII

 

AMOUNT OF EXPENDITURES

 

UNLESS otherwise provided by these BYLAWS and in keeping with the purpose of this FOUNDATION, the Board of Directors of the FOUNDATION may make ordinary expenditures of FOUNDATION funds by majority vote of the members present at a meeting and constituting a quorum according to the following rules:

 

a.            Not more than TWO THOUSAND FIVE HUNDRED DOLLARS ($2,500) annually to any individual; and

 

b.            Not more than TEN THOUSAND DOLLARS ($10,000) annually to any family unit, group, organization, charity or like organization.

 

ARTICLE XXIII

 

EXPENDITURES EXCEEDING TEN THOUSAND DOLLARS ($10,000)

 

Notwithstanding any other provision of these BYLAWS, the Board of Directors of the FOUNDATION may, by a vote of seven (7) members of the entire Board of Directors of the FOUNDATION, make expenditures in any amount to any person(s), family unit, group, organization, charity or like organization after affirmatively determining that such donation is consistent with the viability of the FOUNDATION AS an ongoing community resource and that the action is in keeping with the purposes and spirit of the FOUNDATION  and these BYLAWS.

 

ARTICLE XXIV

 

RETENTION OF FUNDS

 

Until such time as there exists a sum of money, including earned interest, in a amount of not less than TWENTY FIVE THOUSAND DOLLARS ($25,000) within the accounts of the FOUNDATION, no expenditures exceeding ninety-five (95%) percent of the cumulative contributions, may be disbursed or otherwise disposed of for any purpose.  The FOUNDATION, as a conduit for charitable donations, shall not purposefully seek to retain a reserve fund greater than this amount.

  

ARTICLE XXV

 

PROXY VOTING

 

There shall not exist proxy voting at any meeting of the Board of Directors of the FOUNDATION.

  

ARTICLE XXVI

 

AUDIT

 

The Board of Directors of the FOUNDATION shall on an annual basis cause the books and records of the FOUNDATION to be audited by a Certified Public Accountant and a report in keeping with sound accounting principles to be issued to the Board of Directors of the FOUNDATION and the Board of Directors of SE-MA-NO Electric Cooperative.  The cost of any audit shall be paid from of funds of the FOUNDATION, unless paid by SE-MA-NO Electric Cooperative.

  

ARTICLE XXVII

 

FISCAL YEAR

 

The Fiscal Year of the FOUNDATION shall commence on the 1st day of January of each calendar year and end on the 31st day of December of each calendar year.

  

ARTICLE XXIII

 

DISSOLUTION OR LIQUIDATION

 

The FOUNDATION may be dissolved or liquidated only upon a written resolution so recommending such action, approved by a two-thirds (2/3) vote of the entire ‘Board of Directors of the FOUNDATION, submitted to and accepted by the Board of Directors of SE-MA-NO Electric Cooperative.  The Cooperative, in its discretion, may receive such recommendation as a resignation of the current Directors of the FOUNDATION or it may adopt the recommendation and take steps to wind down the FOUNDATION.  In the event of dissolution the assets of the FOUNDATION shall be disposed of in accordance with the Articles of Incorporation and Chapter 355, Revised Statues of Missouri.