PREAMBLE -- The purpose of Northampton County Area Community College Foundation, Inc., is to be the fund-raising organization of Northampton County Area Community College for the receipt and management of all private gifts.
ARTICLE I. -- OFFICE
The principal office of the NCACC Foundation, shall be located in Northampton County, Pennsylvania.
ARTICLE II. -- SEAL
The seal of the Foundation shall be a circle with the words "Northampton County Area Community College Foundation, Inc."
ARTICLE III. -- BOARD OF DIRECTORS
Section 1. GENERAL POWER
The administration, management and supervision of all activities, funds, and properties of the Foundation is vested in its Board of Directors. The Board of Directors of the Foundation shall have full power, except as prohibited by the terms of any instrument of gift, devise, bequest, or other transfer, at its sole discretion, to change the form of any investment and for that or other purposes of the corporation to dispose of any securities or other property held by said Corporation.
Section 2. CLASSIFICATION
The Board of Directors of the Corporation shall consist of individuals who are ex-officio directors and elected directors, as hereinafter provided.
Section 3. QUORUM
The members of the Board present and voting shall constitute a quorum for the transaction of business, providing that at least 50 percent of the members of the sitting Board who are eligible to vote are present.
Section 4. EX OFFICIO DIRECTORS
There shall be three (3) Ex Officio Directors. The following persons shall be members of the Board during their respective terms of office and shall serve ex officio with full voting rights: (1) President of Northampton County Area Community College, (2) Vice-President of Finance and Operations, and (3) A member of the Board of Trustees of NCACC, as designated by the Foundation Board nominating committee.
Section 5. ELECTED DIRECTORS
There shall be not less than 18, and not more than 50, Elected Directors at least one of whom shall be an alumnus of the College. Members of the Board that are not "Ex Officio" Directors shall be known as "Elected" Directors. New Directors shall be elected by the Board for an initial term of three years. All other Elected Directors may be elected for a term of three years upon the expiration of the previous term. A director shall be able to succeed himself.
Section 6. EMERITUS DIRECTOR
Upon special action of, and unanimous vote by the entire Board, a member of the Board may be honored by being named an Emeritus Director.
Section 7. REGULAR MEETINGS
Regular meetings of the Board shall be held quarterly unless other times shall be fixed by resolution of the Board.
Section 8. SPECIAL MEETINGS
Special meetings of the Board may be called by the Chairman of the Board upon 48 hours notice. Special meetings may also be called at any time by petition of a majority of the directors.
Section 9. MANNER OF ACTING
The act of a majority of the Board present at a meeting at which a quorum is present shall be an act of the Board unless a greater number is required by these Bylaws. Emergency matters requiring votes by the Board or its committees may be conducted by email, facsimile transmission or mail. This method of voting may also be employed in the rare circumstances in which a quorum is not present at a Board or committee meeting. The results of any voting conducted in this matter must be certified by the President and Executive Director and promptly reported to the Board or committee. Such votes duly certified shall have the same effect as if said action occurred during the course of a regular meeting.
Section 10. POWERS AND DUTIES OF THE BOARD
The members of the Board shall have the general management and control of the business and activities of the Foundation and shall exercise all powers that may be exercised or performed by the Foundation under the Articles of Incorporation and the Bylaws. Without prejudice to the general powers conferred by the preceding sentence and any other powers conferred by or duties imposed by these Bylaws, the Board shall have the following powers and duties, namely: (A) Appointments of Agents -- To appoint and in its discretion remove such officers or agents as it shall deem proper and to prescribe their duties. (B) Execution of Instruments -- To determine by resolution, except as otherwise provided by statute or these Bylaws, who shall be authorized on behalf of the Foundation to sign bills, notes, receipts, acceptances, endorsements, checks, releases, contracts, and other documents. (C) Delegation of Powers -- To delegate any of the ministerial powers of the Board in the current business of the Foundation to any officer or agent or to appoint any person or persons to be the agent or agents of the Foundation, with such powers (including the power to sub-delegate) and upon such terms as the Board shall see fit. (D) Committees -- To delegate from time to time to suitable committees any duties that are required to be executed during the intervals between the meetings of the Board, and such committees shall report to the Board when and as required. (E) Election of Officers -- To elect a Chairman and a Vice-Chairman and Executive Committee. (F) Designation of Depositories -- The Board may and shall designate the trust company or trust companies, bank or banks in which shall be deposited the monies or securities of the Foundation. (G) Financial -- To oversee the financial management of the Foundation, with special emphasis on monitoring the collection and distribution of funds. (H) Reports -- The Board shall annually cause to be prepared in writing a report of the business and activities of the Foundation for the calendar year and shall submit copies of such report to the Board of Trustees.
Section 11. RESIGNATION OF BOARD MEMBERS
Any member of the Board may resign at any time. Such resignation shall be made in writing to the Secretary and shall take effect at the time specified therein. The Secretary shall notify other members of the Board of the resignation of any member of the Board.
Section 12. VACANCIES
Any vacancy occurring among the Board of Directors or any directorship to be filled by reason of an increase in the number of directors may be filled by the affirmative vote of a majority of the remaining directors, even though less than a quorum of the Board.
Section 13. INFORMAL ACTION
Any action required by law to be taken at a meeting of the Board, or any action that may be taken at a meeting of the Board, or of any committee of the Board may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors or committee members entitled to vote on the subject thereof. Such consent shall have the same force and effect as a unanimous vote of the Board and shall be recorded with the minutes of the Foundation.
Section 14. REMOVAL OF DIRECTORS
Any Director may be removed from the Board for any cause whatsoever by a vote of two-thirds of the entire Board.
ARTICLE IV. -- OFFICERS
Section 1. OFFICERS
The officers of the Foundation shall be a Chairman, a Vice-Chairman, a Secretary and a Treasurer. Pursuant to Article III, Section 10 paragraph E, the Chairman and Vice-Chairman shall be elected at a meeting of the Board to be held prior to January 1 of even numbered years and shall hold office for two years from the first day of January next succeeding, and until their respective successors shall have been duly elected and qualified, provided, however, that all officers, agents and employees of the Foundation shall be subject to removal at any time by the affirmative vote of two-thirds of the entire Board. The Treasurer of the Foundation shall be the Vice-President of Finance and Operations of Northampton County Area Community College. The Executive Director of the Foundation shall serve as Secretary. Additional officers of the Foundation may be appointed, as necessary and appropriate, at any time by the affirmative vote of two-thirds of the entire Board.
Section 2. POWERS AND DUTIES OF THE CHAIRMAN
The Chairman shall preside at all meetings of the Board. The Chairman shall sign all documents involving the disbursement of assets of the Foundation. The Chairman shall, from time to time, make such reports concerning the affairs of the Foundation as the Board may require and shall do and perform such other duties as may from time to time be assigned to the Chairman by the Board.
Section 3. POWERS AND DUTIES OF THE VICE-CHAIRMAN
The Vice-Chairman shall possess the power and may perform the duties of the Chairman in the Chairman's absence or disability. The Vice-Chairman shall do and perform such other duties as may be from time to time assigned to him by the Board.
Section 4. POWERS AND DUTIES OF THE SECRETARY
The Secretary shall keep or cause to be kept the minutes of all meetings of the Board. The Secretary shall perform such services as may be required by the Board.
Section 5. POWERS AND DUTIES OF THE TREASURER
The Treasurer shall have the responsibility of supervising the receipt and disbursement of all assets belonging to the Foundation except as otherwise directed by the Board.
Section 6. SOLICITOR
The Solicitor shall be the chief advisory officer of the Foundation in all legal matters and, subject to the control of the Board, shall have general control of the matters of legal import concerning the Foundation.
Section 7. EXECUTIVE DIRECTOR
The Executive Director shall carry out policies decided on by the majority action of the Foundation Board at regularly called meetings. The Executive Director shall be empowered to represent the Foundation in accordance with its approved policies. The Executive Director shall from time to time make such reports including the reports under Section 5.G. of Article I concerning the affairs of the Foundation as the Board may require and shall do and perform such other duties as may from time to time be assigned to the Executive Director by the Board. The Executive Director shall also serve as Secretary to the Board.
ARTICLE V. -- COMMITTEES
Section 1. EXECUTIVE COMMITTEE
The Executive Committee shall be the administrative body of the Foundation. The Board of Directors shall elect bi-annually, in even-numbered years, an Executive Committee to be composed of ten (10) Directors, including the President of the College, Chairman, and Vice-Chairman of the Foundation and Elected directors. The Executive Committee shall be empowered to act on behalf of the entire Board between the regularly scheduled quarterly meetings of the Board.
Section 2. ADMINISTRATIVE COMMITTEES
As the need may arise, the Chairman of the Board may appoint the following Administrative Committees and their respective chairmen: (1) Special Projects Committee, (2) Gift Acceptance Committee, and (3) Restricted Fund Policy Committee. Other Administrative Committees not having and exercising the authority of the Board in the management of the Foundation may be designated from time to time by the Board of Directors. The committees should be appointed on an annual basis. The duties and functions of such committees shall be determined by delegation of authority from the Board.
Section 3. FINANCE COMMITTEE
The Chairman shall appoint a Finance Committee which shall review, consider and make appropriate recommendations to the Board with respect to (a) activities and recommendations of other committees which affect the finances of the Foundation, (b) the annual budget and disbursements made by the Foundation, (c) all proposed capital expenditures, (d) the acceptance of in-kind gifts, (e) all other projects, acts or undertakings involving major expenditures as defined, from time to time, by the Board. The Finance Committee shall be empowered to act on behalf of the entire Board as the investment committee for the endowment and any other capital funds. The Finance Committee will be composed of not less than eight and no more than twelve members of the Board and will meet on a quarterly basis. An executive committee of the Finance Committee will be appointed on an annual basis by the Foundation Chairman and be empowered to act on behalf of the Finance Committee on matters solely concerning the investment of the endowment in-between the quarterly meetings of the Finance Committee. The executive committee of the Finance Committee will be comprised of the Chairman of the Foundation Board, Chairman of the Finance Committee, President of the College, Vice President of Finance and Operations of the College and one at-large member of the Finance Committee. Any action taken by the Executive Committee of the Finance Committee must be approved by five votes.
Section 4. AUDIT COMMITTEE
The Chairman shall appoint an audit committee of no more than three to five members of the Foundation Board who shall meet with outside auditors on an annual basis to receive the audit and review the financial health of the Foundation. Such review shall result in a recommendation to the Foundation Board.
Section 5. ACTIVE FUND-RAISING COMMITTEES
Active Fund-Raising Committees shall be chaired by a member of the Board and shall include a development officer. Persons-at-large who are not members of the Board of Directors may serve as members of active Fund-Raising Committees. As the need arises, the Chairman of the Board may appoint these committees and their chairmen: (1) Major Donor Committee, (2) Capital Campaign Committee, (3) Annual Fund Committee, (4) Corporate Giving Committee, and (5) Special Events Committee, (6) Planned Giving Committee and (7) Prospect Development Committee(s). Other active fund-raising committees may be designated from time to time by the Board of Directors.
Section 6. BOARD RECRUITMENT & DEVELOPMENT
The Chairman shall appoint a Board Recruitment & Development Committee, and its Chairman, to 1) cultivate prospective Board members, 2) recommend to the entire Board candidates for Board seats and further recommend a slate of officers, to be elected at the final regularly scheduled meeting of the year in odd numbered years, 3) evaluate the performance of sitting members, and 4) bring forth policies governing the overall functioning of the Foundation Board. Additional committees of the Foundation Board may be appointed, as necessary and appropriate, at any time by the affirmative vote of two-thirds of the entire Board. Each committee shall have a charter reviewed and approved by the Board.
Section 7. PROSPECT DEVELOPMENT
The Chairman shall appoint a Prospect Development Committee to increase the level of annual and major gifts revenue by expanding the base of donors acquainted with the College and by participating in an on-going program of donor relations.
Section 8. VACANCIES
Vacancies in the membership of any committee may be filled by appointment made in the same manner as provided for original appointments.
Section 9. QUORUM
Unless otherwise provided in the resolution of the Board designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Section 10. RULES
Each committee may adopt rules for its own management not inconsistent with these Bylaws or with the rules adopted by the Board.
ARTICLE VI. -- FINANCES
Section 1. USE OF INCOME
All gifts to the Foundation or other income not otherwise designated by the donor shall be used exclusively for the use and benefit of NCACC in accordance with the general purposes of the Foundation. The Foundation may receive, manage, invest, and disburse conditional gifts only if such gifts are for the exclusive use and benefit of NCACC. The phrase "exclusive use and benefit of NCACC" shall include gifts for the benefit of any separate or independent organization which is supportive of or affiliated with NCACC or its programs and functions, provided that such organization is (a) organized exclusively for charitable, scientific, or educational purposes and for the exclusive use and benefit of NCACC, and (b) qualified as an organization exempt from income tax under Section 501 (c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue law). The Board may from time to time provide procedures for the establishment of special or designated funds to be administered by the Board under the conditions of their creation in accordance with the Articles of Incorporation.
Section 2. CONTRIBUTIONS AND DISBURSEMENTS
All contributions received by the Foundation shall be deposited by the Treasurer in a special account or accounts in such banks, trust companies, or other depositories as the Board may select. All disbursements shall be made under a proper authority of the Board. All contributions to and disbursements from the Foundation shall be subject to examination at any reasonable time, upon request, by any director.
Section 3. BUDGET
A statement of proposed operating income and expenditures for the following year shall be prepared by the Executive Director of the Foundation and submitted to the Board annually.
Section 4. ADMINISTRATION OF THE BUDGET
The Treasurer is authorized to make commitments for budgeted operating expenses. Checks or vouchers in payment of approved expenditures shall be signed by the Treasurer.
Section 5. CHECKS, DRAFTS, ETC.
All checks, drafts, or order for the payment of money, notes, or other evidences of indebtedness issued in the name of the Foundation shall be signed by such officer or officers or agent or agents of the Foundation and in such manner as shall from time to time be provided by resolution of the Board. In absence of such provision by the Board such instrument shall be signed by the Treasurer or an Assistant Treasurer.
Section 6. THE FISCAL YEAR
The fiscal year of the Foundation shall be July 1 to June 30 of each calendar year, but may be altered by resolution of the Board.
ARTICLE VII. - EXECUTION OF CONTRACTS, DEEDS, AND TRANSFERS AND REPRESENTATION WITH REFERENCE TO SECURITIES
Section 1. EXECUTION OF CONTRACTS AND DEEDS
Except as otherwise provided by resolution of the Board authorizing the execution thereof, all contracts, deeds, mortgages, pledges, transfers and other written instruments binding upon the Foundation shall be executed on behalf of the Foundation by the Chairman of the Board, and the corporate seal shall be affixed and attested by the Executive Director.
Section 2. VOTING SECURITIES OWNED BY THE FOUNDATION
Unless otherwise ordered by resolution of the Board, the Chairman of the Board, Executive Director, or Treasurer shall have full authority on behalf of the Foundation to attend, to act, and to vote at any meetings of the stockholders, bondholders, or other security holders of any corporation, trust, or association in which the Foundation may hold securities. At any such meeting the Chairman of the Board or Treasurer shall possess all of the rights and powers incident to the ownership of such securities, which as the owner thereof the Foundation might have possessed if present, including the authority to delegate such authority to a proxy. The Board may, by resolution, confer like authority upon any other person or persons.
Section 3. SALES OF SECURITIES
Unless otherwise ordered by resolution of the Board, the Chairman of the Board and Executive Director or Treasurer are authorized and empowered jointly to buy and sell stock held or owned by the Foundation, for such consideration as should meet their approval, and to that end they are further authorized to execute all bills of sale, transfers, assignments, and other writings necessary or convenient for effectuating such purposes. The Chairman of the Board and Executive Director or Treasurer are further authorized to give or have given the proper notices of any such action; have all such disposition registered and noted on the books and records of this or any other corporation or partnership where required, and to do all other things necessary or convenient to accomplish such purchases or sale.
ARTICLE VIII. - LIMITATION OF PERSONAL LIABILITY OF DIRECTOR AND OFFICERS
To the fullest extent that the laws of the Commonwealth of Pennsylvania, as in effect on the date of the adoption of this Section or as such laws are thereafter amended, permit elimination or limitation of the liability of Directors, no Director of the Corporation shall be personally liable as such for monetary damages for any action taken, or any failure to take any action, as a Director. Specifically, a Director shall not be personally liable for monetary damages, unless (1) the Director has breached or failed to perform the duties of his office and (2) the breach or, failure to perform constitutes self-dealing, willful misconduct or recklessness. Any amendment or repeal of this Section or adoption of any other provision of these By-laws or the Corporation's Articles of Incorporation which has the effect of increasing Director liability shall operate prospectively only and shall not have any effect with respect to any action taken, or failure to act, prior, to the adoption of such amendment, repeal or other provision.
In performing his duties, a Director may rely in good faith upon information, opinions, reports or statements, including financial statements and other financial data, prepared or presented by (i) one or more officers or employees of the Corporation whom the Director reasonably believes to be reliable and competent in the matters presented, or (ii) counsel, public accountants or other persons as to matters which the Director reasonably believes to be within the professional or expert competence of such person, or (iii) a committee of the Board of Directors upon which the Director does not serve, duly designated in accordance with law, as to matters within its designated authority, which committee the Director reasonably believes to merit confidence. A Director shall not be considered to be acting in good faith, however, if such Director has knowledge concerning a matter which would cause his reliance on any of the foregoing to be unwarranted.
In discharging the duties of their respective positions, the Board of Directors, committees of the Board of Directors and individual Directors may, in considering the best interests of the Corporation, consider the effects of any action upon employees, upon suppliers of the Corporation and upon communities in which officers or other establishments of the Corporation are located, and all other pertinent factors. The consideration of those factors shall not constitute a violation of such person's fiduciary standard of care. In addition, absent breach of a fiduciary duty, lack of good faith or self-dealing, actions taken by a Director or any failure to take any action shall be presumed to be in the best interests of the Corporation.
This Section shall not apply to a Director's responsibility or liability under any criminal statute or a Director's liability for payment of taxes under any local, state or federal law.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1. Judgments, Fines, Settlements and Expenses.
The Corporation shall indemnify any person who was or is a 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 by reason of fact that such person is or was a Director or officer of the Corporation against expenses (including attorneys fees) judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if the act or failure to act giving rise to the claim for indemnification is not determined by a court to have constituted willful misconduct or recklessness.
Section 2. Expenses.
To the extent that a Director or officer of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 above or in the defense of any claim, issue or matter therein, such person shall also be indemnified against expenses, (including attorneys fees) actually and reasonably incurred such persons in connection therewith.
Section 3. Advancement of Expenses
Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation pursuant to this Article.
Section 4. Nonexclusivity of Article.
The indemnification provide by this article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled and shall continue as to a person who has ceased to be a Director or officer of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such a person.
ARTICLE IX. -- EFFECTIVE DATE
These Bylaws shall become effective upon their approval by the Board.
ARTICLE X. -- AMENDMENTS
These Bylaws may be amended or repealed and new Bylaws may be adopted by a majority of the directors present at any regular or special meeting if at least three days written notice is given of the intention to amend or repeal the Bylaws or to adopt new Bylaws at such meeting. No amendment may be made to avoid limitations imposed by the Articles of Incorporation.
Foundation Board Approved - 07/26/90