HCSF Board Bylaws
Name, Location, Purpose
Section I: Name
The name of the Foundation shall be The Harand Camp Scholarship Fun (HCSF)
Section II: Location
The location of the Foundation, its records, shall be located at:
708 Church St.
Evanston, IL 60201
Section III: Purpose
The purpose of the Foundation is to provide camp scholarships to young people age 8 to 18, from diverse backgrounds, who have an interest in music, dance, drama, or technical aspects of theater, who have financial need.
Board of Directors
The Board of Directors will assume the fiduciary, fundraising, policy making and leadership responsibilities of the Foundation.
The Board of Directors will consist of no less than four (4) and no more than thirty-five (35) individuals. The Foundation's Chief Operating Officer (COO) will sit on the Board of Directors as an ex-officio (non-voting) member. Throughout this document, the term "Director" shall refer to any one of the currently sitting, voting persons on the Board of Directors.
New Directors shall be elected to three (3) year terms by the existing Board of Directors. Each Director may be elected to consecutive three (3) year terms. In the event any Director is elected President of the Foundation in the last year of a three (3) year term, this person will continue as a Director for one (1) year immediately following the expiration of the term as Board Chair.
In the event of the death, incapacity, resignation, refusal to act or removal of one or more of the Directors, the vacancy thereby created shall be filled by appointment by the President, and approval of the Board majority.
Directors are required to give or get or contribute in some other meaningful way in an amount determined by the Board. Current agreed amount is a give or get of $250.00 annually. (Revised 2009)
Directors shall receive no compensation for their service on the Board, or make a profit.
At any meeting of the Board of Directors the presence, in person or via phone, of fifty percent (50%) of the total number of Directors shall be required and thus shall constitute a quorum for the transaction of any business of the Foundation.
An annual meeting of the Board of Directors for the purpose of electing directors, officers, and transacting other business shall be held.
- The Board will meet as necessary, but no less than twice a year.
- At least one (1) Camp Owner will attend each Board meeting.
- The Chief Operating Officer or Secretary will record minutes of all meetings of the Board and insure that a copy is distributed to members of the Board.
The Chief Operating Officer (COO) of the Foundation shall be appointed by the Board of Directors.
The Chief Operating Officer:
- is responsible for the administration and implementation of Foundation programs and finances within the general policies formulated by the Board of Directors.
- is accountable to the Board of Directors.
- provides information and leadership to the Board in modifying Foundation policies and programs.
- attends all Board meetings.
- is responsible for and has authority to perform all administrative duties and delegate assignments, within the limits of the Foundation's programs, policies, and budget.
The Board of Directors will review and evaluate the COO after the first six months of term, and annually thereafter.
If, at any time, there is a vacancy in the COO position, the Board will establish the criteria and methodology for the search to fill the vacancy. The final decision on the selection of a COO will be made by a simple majority vote of the full Board.
the COO may be removed should the Board determine the she/he is not performing the duties as described above, or if the COO commits any offense which the Board deems inappropriate. A two-thirds (2/3) majority of the Board of Directors shall be required to remove the Chief Operating Officer (COO).
Indemnification of Employees and Agents
Section I: Claim Brought by Third Party
The Foundation may indemnify any person who was or is a party, party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than action by or in the right of the Foundation) by reason of the fact that he or she is or was a Director, Officer, employee, or agent of the foundation, or who is or was serving at the request of the Foundation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgements, fines and amount paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonable believed to be in, or not opposed to, the best interest of the Foundation, and with respect to any criminal action or proceeding, and no reasonable cause to believe his or her conduct was unlawful. The termination of any action suit or proceeding by judgement, order, settlement, conviction, or upon a plea of solo contendere or its equivalent, shall not of itself create a presumption that the person did not act in good faith and in a manner in which he or she reasonably believe to be in or not opposed to the best interest of the Foundation, or with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his or her conduct was unlawful.
Section II: Claim by or in the Right of the Foundation
The Foundation may indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the right of the Foundation to procure a judgement in its favor by reason of the fact that such person is or was an employee of agent of the Foundation, or is or was serving at the request of the Foundation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonable incurred by such person in connection with the defense or settlement of such action or suit, if such person acted in good faith and in a manner he or she reasonable believe to be in, or not opposed to, the best interests of the Foundation, provided that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall be adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Foundation, unless, and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication or liability, but in view of all the circumstances of the case, such person is fairly and reasonable entitled to indemnify for such expenses as the court shall deem proper.
Section III: Successful Defense
To the extent that a persent or former Director, Officer, Employee, or Agent of the Foundation has been successful, on the merits or otherwise, in the defense of any action suit or proceeding referred to in Sections 1 and 2 of Article V, of these Bylaws, or in the defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith; if that person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interest of the Foundation.
Section IV: Determination of Conduct
Any indemnification under Section 1 or 2 of Article V of these Bylaws (unless ordered by a court) shall be made by the Foundation only as authorized in the specific case, upon a determination that indemnification of the direct, officer, employee, or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in said Section 1 or 2. Such determination shall be made by a majority vote of the Board of Directors who were not parties to such action suit or proceeding even through less than a quorum, and if there is no such directors, by independent legal counsel.
Section V: Insurance
The Foundation will purchase and maintain D & O Insurance on behalf of any person who is or was a Director,Officer, Employee, or Agent of the Foundation or who is or was serving at the request of the Foundation as a Director, Officer, Employee, or Agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incorrect by such person in any such capacity, or arising out of his or her status as such, whether or not the Foundation would have the power to indemnify such person against liability under the provisions of this Article V.
The Foundation has no standing or ad hoc committees at this time. The Board will forma a Fundraising, Finance, Marketing, and Executive Committee. Other committees will be formed if and as needed.
The fiscal year of the Foundation shall be the calendar year.
Amendements or Revisions; Proxy
The Board shall have power, at any meeting, to revise these bylaws, provided that a notice of the time, place, and purpose of the meeting shall be given by written notification no fewer than fifteen (15) days prior to the date thereof.
In the event of the necessity to remove, said removal of a Director(s), officer(s), staff, or personnel may be implemented-only with due cause, and after written notification-by the affirmative vote of a simple majority at a meeting of the Board of Directors called expressly for that purpose with a quorum of 2/3 elected Directors, in person or via telephone conferencing.
Directors will be allowed to vote by proxy in the election of or removal of Directors, Officers, or the Chief Operating Officer.
- Written notice of a meeting at which proxies will be allowed should be receive 10 days prior to said meeting.
- A proxy ballot does not count toward the quorum needed.
Officers; Terms; Duties
The Officers shall consist of President, Vice President, Treasurer and Secretary.
Terms of office for the President, Vice President, Treasurer and Secretary shall be two (2) years, to be elected from the membership of the Board of Directors. An officer may be elected to serve for the same office no more than three (3) consecutive two (2) year terms. No person may hold more than one (1) office at the same time. All officers will be elected from among the board.
At the annual meeting of the Board, the Directors shall elect officers for open positions. Each officer shall hold office for 2 years or until a successor has been duly elected. Each officer will be subject to removal by the Board at any time, with or without cause, by two-thirds (2/3) majority of the full Board. If the election of Officers is not held at the annual meeting, such elections shall be held as soon thereafter as practical.
The Officers shall server alternating two (2) year terms. The President and Secretary will serve the same two (2) year terms, and alternate with the Vice President and Treasurer, who will serve the same two (2) year term.
Section IV: The Duties of the Officers of the Foundation
- President: The President shall be the principal executive officer of the Foundation, and shall oversee all business and affairs of the Foundation. The President shall preside at all meetings of the Board and oversee all committees.
- Vice President: The Vice President, in the absence of the President or in the event of his/her inability or refusal to act, shall perform the duties of the President. The Vice President shall serve as the Chair of the Fundraising Committee, and oversee all events and activities.
- Treasurer: The Treasurer's primary responsibility is to insure that generally accepted accounting principals are utilized. In doing this, the Treasurer shall oversee the work of employed accountants and financial advisors. The Treasurer will also oversee the Investment Committee and select its Chairperson.
- Secretary: Will also take notes at the Board meetings.