Foundation for Women’s Education in the Rural World- Utah

Bylaws

TABLE OF CONTENTS

ARTICLE I
Offices

Section 1.1
Business Offices
Section 1.2
Registered Offices

ARTICLE II
Purposes

Section 2.1
Purposes
Section 2.2
Specific Objectives and Purposes

ARTICLE III
Board of Directors

Section 3.1
General Powers
Section 3.2
Number, Election and Qualification
Section 3.3
Tenure
Section 3.4
Duties
Section 3.5
Vacancies
Section 3.6
Annual and Regular Meetings
Section 3.7
Special Meetings
Section 3.8
Notice
Section 3.9
Quorum and Voting
Section 3.10
Meetings by Telephone
Section 3.11
Action Without a Meeting
Section 3.12
Presumption of Assent
Section 3.13
Compensation
Section 3.14
Executive and Other Committees

ARTICLE IV
Officers and Agents

Section 4.1
Executive Committee Defined
Section 4.2
Election and Term of Office
Section 4.3
Removal
Section 4.4
Vacancies
Section 4.5
Authority and Duties of Officers

ARTICLE V
Members

Section 5.1
Members

ARTICLE VI
Indemnification

Section 6.1
Indemnification of Directors, Officers, Etc.
Section 6.2
Insurance
Section 6.3
Limitation on Indemnification

ARTICLE VII
Miscellaneous

Section 7.1
Account Books, Minutes, Etc.
Section 7.2
Fiscal Year
Section 7.3
Conveyances and Encumbrances
Section 7.4
Designated Contributions
Section 7.5
Conflicts of Interest
Section 7.6
Loans to Directors and Officers Prohibited
Section 7.7
Amendments
Section 7.9
Severability

ARTICLE I

OFFICES

Section 1.1 Business Offices. The principal office of the Foundation shall be located in the city of Salt Lake and the county of Salt Lake. The Foundation may have other offices either within or outside Utah, as designated by the Board of Directors or as the affairs of the Foundation may require from time to time.

Section 1.2 Registered Office. If a registered office of the Foundation is required to be maintained in Utah, it may be, but need not be, the same as the principal office, if in Utah, and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II

PURPOSES

Section 2.1 Purposes. This Foundation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.

Section 2.2 Mission. The mission of the Foundation for Women’s Education in the Rural World is to assist in providing a first-class education for girls in rural India.
Section 2.3 Values. The values of the Foundation shall be:
Receive contributions and gifts and disburse funds for the education of women in the rural world.
Honor the confidence of donors by careful management of funds, including but not limited to:

• Investing in instruments that will allow careful protection from diminution as well as growth.
• Keeping records of all donations and providing documentation of the gifts to donors.
• Providing annually a record to interested parties of the donations received, the type and amount of disbursements made, and the balance of funds in the endowment and general accounts. Provide support, guidance, and counsel to maintain and improve the provision of education for women in the rural world. Assist in establishing sustainability in programs that provide quality education for women in the rural world. Assist in keeping a focus on the challenges of engaging girls in rural villages in education. Assist in educational efforts that reduce the influence of rural poverty on young women.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1 General Powers. The Board is responsible for overall policy and direction of the Foundation and delegates responsibility for day-to-day operations to the Foundation for Women’s Education in the Rural World’s executive director, staff and board committees as assigned. All corporate powers shall be exercised by or under the direction of the Board of Directors.

Section 3.2 Number, Election, and Qualifications. The number of Directors (Board members) of the Foundation shall be fixed by the Board of Directors, but in no event shall be less than five and no more than fifteen. Any action of the Board of Directors to increase or decrease the number of Directors, whether expressly by resolution or by implication through the election of additional Directors, shall constitute an amendment of these bylaws effecting such increase or decrease. Directors shall be elected or re-elected by the existing Board of Directors at each annual meeting of the board, and each Director shall hold office until the next annual meeting.

Section 3.3 Tenure. Directors are elected for four-year staggered terms. Typically, board members will serve one or two terms. Election to any additional terms must be accomplished by a majority vote of the board. Former Directors may be nominated and re-elected after one year’s absence.

Section 3.4 Duties. Board Members should attend the annual meeting and at least six board meetings per year, and may serve on and attend meetings of one or more standing committees.

Section 3.5 Vacancies. Any Director may resign at any time by giving written notice to the chair of the Foundation for Women’s Education in the Rural World. Such resignation shall take effect at the time specified therein, and unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

Section 3.6 Annual and Regular Meetings. The time and place of all meetings shall be set by the Board of Directors (or its executive committee) and noted in the meeting minutes. Except where noted in this document (i.e., the acceptance of electronic meetings or electronic communication, or a successful motion to “suspend the rules”) the proceeding of the meetings of this Foundation will follow those noted in Roberts’ Rules of Order. Unless otherwise noted, the first meeting of the year will be considered the “annual meeting,” at which time voting for officers, board members, and committee chairs and members will be accomplished.

Section 3.7 Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chair or any two Directors. The person or persons authorized to call special meetings of the Board of Directors will provide proper notice and may fix any place, date and time for holding any special meeting of the Board called by them.

Section 3.8 Notice. When possible, the Board of Directors shall at each regular meeting set the place, day, and hour of the next meeting. Otherwise, notice of meetings of the Board of Directors shall be given to each Director by mail, email, or telephone at least five days prior to the meeting. Notices of meetings need not specify the purpose of the meeting or the business to be considered, unless otherwise required by statute.

Section 3.9 Quorum and Voting. A majority of the number of Directors shall constitute a quorum; if less than such majority is present at a meeting, a majority of the Directors present may adjourn the meeting.
Directors may vote by proxy with a written notice (email, regular mail, or other method) to the chair of the meeting in advance of the call for an official vote at the meeting.
Votes on disbursements of funds from the Foundation shall be based:

• On the recommendations of the finance committee, providing there is a functioning finance committee, or if that committee is not able to come to a recommendation, based on a majority vote of the committee.
• On the majority vote in an appropriately convened board meeting,
• Providing that the disbursements are consistent with the policy and mission of the board; and
• Providing the disbursements follow the pattern of the IRS guidelines, which direct that the Foundation will keep a written record of disbursements and purpose thereof, and after a reasonable time the recipient will make a written report to the board on the use of the money; and that the board will review the report and notes the receipt of the report, and includes the report, in the regular minutes of the board meeting.

Section 3.10 Meetings by Telephone. Members of the Board of Directors or any other committee thereof may participate in a meeting of the board or committee by means of conference telephone or similar communications equipment. Such participation shall constitute presence in person at the meeting.

Section 3.11 Action Without a Meeting. Any action that may be taken by the Board of Directors at a meeting may take place without a meeting if consent in writing, setting forth the action to be taken, shall be signed before such action by a two-thirds majority of the board. Such consent (which may be signed in counterparts) shall have the same force and effect as a unanimous vote of the Directors or committee members. Consent may be by email.

Section 3.12 Presumption of Assent. A trustee of the Foundation for Women’s Education in the Rural World who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent is entered in the minutes of the meeting, or unless he files his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the Foundation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a trustee who voted in favor of such action.

Section 3.13 Compensation. Directors shall not receive compensation for their services as such, although the reasonable expenses of attendance at board meetings may be paid or reimbursed by the Foundation. Directors shall not be disqualified to receive reasonable compensation for services rendered to or for the benefit of the Foundation for Women’s Education in the Rural World in any other capacity. Any agreement for work and compensation between a board member or company of a board member and the Foundation for Women’s Education in the Rural World shall be determined by the remaining board members, through a motion and vote at the regularly scheduled meeting. Any such agreement shall specify the work and amount of funds allocated to the work.

Section 3.14 Executive and Other Committees. By one or more resolutions, the Board of Directors may designate from among its members an executive committee and one or more other committees, each of which, to the extent provided in the resolution establishing such committee, may have and exercise authority granted by the Board of Directors, except as prohibited by statute. The delegation of authority to any committee shall not operate to relieve the Board of Directors or any member of the board from any responsibility imposed by law. Rules governing procedures for meetings of any committee of the board shall be as established by the Board of Directors, or in the absence thereof, by the committee itself.
Committee members, other than the executive committee, shall be appointed by the Board upon the advice of committee chairs. The terms for committee membership shall be two years, and may be renewed by the Board.

ARTICLE IV

OFFICERS AND AGENTS

Section 4.1 Executive Committee Defined. The officers of the Foundation for Women’s Education in the Rural World shall include Chair, Vice-Chair, Secretary and Treasurer. These officers shall constitute the Executive Committee. The Board of Directors may also elect or appoint such other officers, assistant officers and agents, including an Executive Director, one or more vice-chairs, a controller, assistant secretaries and assistant treasurers, as it may consider necessary. One person may hold more than one office at a time, except that no person may simultaneously hold the offices of Chair and Secretary. Officers need not be Directors of the Foundation. All officers must be at least eighteen years old.

Section 4.2 Election and Term of Office. The Executive Committee or officers of the Foundation for Women’s Education in the Rural World shall be elected by the Board of Directors at a regular annual meeting of the Board of Directors. If the election of officers shall not be held at such meeting, such election shall be held as soon as convenient thereafter. The term of office for officers shall be four years.

Section 4.3 Removal. Any officer or agent may be removed by a majority vote of the Board of Directors whenever in its judgment the best interests of the Foundation will be served thereby.

Section 4.4 Vacancies. Any officer may resign at any time, subject to any rights or obligations under any existing contracts between the officer and the Foundation, by giving written notice to the chair or the Board of Directors. An officer’s resignation shall take effect at the time specified in such notice, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. A vacancy in any office, however occurring, may be filled by the Board of Directors for the unexpired portion of the term.

Section 4.5 Authority and Duties of Officers. The officers of the Foundation shall have the authority and shall exercise the powers and perform the duties specified below and as may be additionally specified by the chair, the Board of Directors or these bylaws, except that in any event each officer shall exercise such powers and perform such duties as may be required by law.

(a) Chair. The chair shall, subject to the direction and supervision of the Board of Directors: (i) be the chief executive officer of the Foundation for Women’s Education in the Rural World and have general and active control of its affairs and business and general supervision of its officers, agents and employees; (ii) preside at all meetings of the Board of Directors; (iii) see that all orders and resolutions of the Board of Directors are carried into effect; and (iv) perform all other duties incident to the office of chair and as from time to time may be assigned to her/him by the Board of Directors.

(b) Vice-Chairs. The vice-chair or vice-chairs shall assist the chair and shall perform such duties as may be assigned to them by the chair or by the Board of Directors. The vice-chair (or if there is more than one, then the vice chair designated by the Board of Directors, or if there be no such designation, then the vice-chairs in order of their election) shall, at the request of the chair, or in his absence or inability or refusal to act, perform the duties of the chair and when so acting shall have all the powers of and be subject to all the restrictions upon the chair. Term is limited to four years.

(c) Secretary. The secretary shall: (i) keep the minutes of the proceedings of the Board of Directors and any committees of the board; (ii) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (iii) be custodian of the corporate records and of the seal of the Foundation; and (iv) in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him/her by the chair or by the Board of Directors. Assistant secretaries, if any, shall have the same duties and powers, subject to supervision by the secretary. Term is limited to four years.

(d) Treasurer. The treasurer shall: (i) be the principal financial officer of the Foundation and have the care and custody of all its funds, securities, evidences of indebtedness and other personal property and deposit the same in accordance with the instructions of the Board of Directors; (ii) receive and give receipts and a quittance for moneys paid on account of the Foundation, and pay out of the funds on hand all bills, payrolls and other just debts of the Foundation for Women’s Education in the Rural World of whatever nature upon maturity; (iii) unless there is a controller, be the principal accounting officer of the Foundation and as such prescribe and maintain the methods and systems of accounting to be followed, keep complete books and records of account, prepare and file all local, state and federal tax returns and related documents, prescribe and maintain an adequate system of internal audit, and prepare and furnish to the chair and the Board of Directors statements of account showing the financial position of the Foundation for Women’s Education in the Rural World and the results of its operations; (iv) upon request of the board, make such reports to it as may be required at any time; and (v) perform all other duties incident to the office of treasurer and other such duties as from time to time may be assigned to him/her by the chair or the Board of Directors. Assistant treasurers, if any, shall have the same powers and duties, subject to supervision by the treasurer. Term is limited to four years.

ARTICLE V

MEMBERSHIP

Section 5.1 Members. The Foundation shall have no members.

ARTICLE VI

INDEMNIFICATION

Section 6.1 Indemnification of Directors, Officers, etc. To the full extent permitted by law, the Association shall indemnify any trustee or officer, including the executive director (if applicable) for purposes of this Section 6.1, or former trustee or officer of the Foundation, or any person who may have served at its request as a trustee or officer of another corporation against expenses actually and reasonably incurred by them, in connection with the defense of any action, suit or proceeding, civil or criminal, in which they are made a party by reason of being or having been such trustee or officer, except in relation to matters as to which they shall be adjudged in such action, suit or proceeding to be liable for criminal action or gross negligence in the performance of duty; and to make such other indemnification (including advanced payment of indemnification) as shall be authorized by the Board.

Section 6.2 Insurance. By action of the Board of Directors, notwithstanding any interest of the Directors in such action, the Foundation for Women’s Education in the Rural World may purchase and maintain insurance, in such amounts as the board may deem appropriate, on behalf of any person indemnified hereunder against any liability asserted against him/her and incurred by him/her in the capacity of or arising out of his/her status as an agent of the Foundation, whether or not the Foundation would have the power to indemnify him/her against such liability under applicable provisions of law. The Foundation may also purchase and maintain insurance, in such amounts as the board may deem appropriate, to insure the Foundation for Women’s Education in the Rural World against any liability, including without limitation, any liability for the indemnifications provided in this Article.

Section 6.3 Limitation on Indemnification. Notwithstanding any other provision of these bylaws, the Foundation for Women’s Education in the Rural World shall neither indemnify any person nor purchase any insurance in any manner or to any extent that would jeopardize or be inconsistent with qualification of the Foundation as an organization described in section 501(c)(3) of the Internal Revenue Code or would result in liability under section 4941 of the Internal Revenue Code.

ARTICLE VII

MISCELLANEOUS

Section 7.1 Account Books, Minutes, Etc. The Foundation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees and business meetings of officers. Any trustee or his accredited agent or attorney may inspect all books and records of the Foundation, for any proper purpose at any reasonable time.

Section 7.2 Fiscal Year. The fiscal year of the Foundation shall operate on the calendar year: TBD

Section 7.3 Conveyances and Encumbrances. Property of the Foundation may be assigned, conveyed or encumbered by such officers of the Foundation as may be authorized to do so by the Board of Directors, and such authorized persons shall have power to execute and deliver any and all instruments of assignment, conveyance and encumbrance; however, the sale, exchange, lease or other disposition of all or substantially all of the property and assets of the Foundation shall be authorized only in the manner prescribed by applicable statute.

Section 7.4 Designated Contributions. The Foundation may accept any designated contribution, grant, bequest or device consistent with its general tax-exempt purposes, as set forth in the articles of the Foundation. Contributions where the donor has specified a specific purpose or use will be noted in the minutes and in communication with the donor by a representative of the Foundation. If the gift is accepted, every effort will be made to follow that specific purpose or use. If, in the unlikely situation the specific purpose of the donation is not practical of accomplishment at GMV, the Foundation will openly communicate that to the donor and seek permission for a redirection of the gift. Should a redirection not be possible, the Board of the Foundation will be obliged to transfer the funds to another 501C(3) nonprofit entity that closely fits the purpose of the original donation.
For contributions that have not been made for a specific purpose or use, the Foundation shall reserve all right, title and interest in and to and control of such contributions, as well as full discretion as to the ultimate expenditure or distribution thereof in connection with any special fund, purpose or use. Further, the Foundation shall retain sufficient control over all donated funds (including designated contributions) to assure that such funds will be used to carry out the Foundation’s tax-exempt purposes.

Section 7.5 Conflicts of Interest. All Directors and officers of the foundation will file a conflict of interest report with the secretary before each annual meeting. Potential conflicts of interest identified in the reports shall be noted in the minutes of the meeting.
If any Director or officer of the Foundation becomes aware that the Foundation is about to enter into any business transaction directly or indirectly with himself, any member of his family, or any entity in which he has any legal, equitable, or fiduciary interest or position, including without limitation as a trustee, officer, shareholder, partner, beneficiary or trustee, such person shall (a) immediately inform those charged with approving the transaction on behalf of the Foundation of his or her interest or position, (b) aid the persons charged with making the decision by disclosing any material facts within his or her knowledge that bear on the advisability of such transaction from the standpoint of the Foundation, and (c) abstain from voting on the decision to enter into such transaction.

Section 7.6 Loans to Directors and Officers Prohibited. No loans shall be made by the Foundation to any of its Directors or officers. Any trustee or officer who assents to or participates in the making of such loan shall be liable to the Foundation for the amount of such loan until it is repaid.

Section 7.7 Amendments. The power to alter, amend or repeal these bylaws and adopt new bylaws shall be vested in the Board of Directors.

Section 7.8 Severability.

The invalidity of any provisions of these bylaws shall not affect the other provisions hereof, and in such event these bylaws shall be construed in all respects as if such invalid provision were omitted.