PINAL MOUNTAIN FOUNDATION FOR HIGHER EDUCATION
SERVING STUDENTS ATTENDING
GILA COMMUNITY COLLEGE
GILA PUEBLO CAMPUS - SAN CARLOS CAMPUS
April 6, 2009
1. Article I
The name of this organization is the Pinal Mountain Foundation for Higher Education and may be referred to in these bylaws as the Foundation or Corporation. The Foundation is recognized by the Internal Revenue Service as a 501 (c) 3 non-profit organization without capital stock and is organized under the laws of the State of Arizona.
2. Article II
Mission and Purpose
The mission of the Foundation is to assist students of Gila Community College by providing scholarships and other services as designated by the Foundation Board of Directors.
The Foundation is not one of pecuniary financial gain and no portion of the assets, income or profit of the Foundation is distributable to, or shall inure to the benefit of its directors or officers. No substantial portion of the activities of the Foundation shall be to influence legislation. The Foundation shall not contribute financially to, participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
3. Article III
The fiscal year of the foundation shall be August 1 to July 31. Federal laws prohibit discrimination and harassment based on race, color, national origin, sex, religion, age, disability, veteran status or other characteristics as prescribed by applicable state or local laws and ordinances. This organization will not tolerate words or actions that constitute unlawful discrimination or harassment of any kind. Those associated with this organization are expected to behave professionally and to exercise good judgment in any relationship, whether with fellow board members, business colleagues, or members of the public with whom they come into contact in the course of board duties.
4. Article IV
Directorship in the Corporation shall be governed by the Bylaws of the Corporation. The affairs of the Corporation shall be managed by the Board of Directors. Directors shall be of good standing in the community and morally, socially and financially responsible. Each Director of the Corporation shall be entitled to one vote upon each question to come before a meeting of the Directors. Except as otherwise provided herein or in the Articles of Incorporation, each question shall be determined by a majority vote of the Directors.
At all meetings of the Directors, those attending shall constitute a quorum. There shall be seven voting board members including four officers and three additional voting members. The Foundation also welcomes and maintains a Gold Ribbon roster of volunteers. The Foundation recognizes and highly values the special contribution of our Gold Ribbon members.
The officers of the Corporation shall be a President, Vice-President, Secretary, and Treasurer. Each officer shall be elected by the Board of Directors at its annual meeting and shall serve until the next annual meeting of the Board of Directors and until such officer’s successor is elected and qualified. Any two or more offices may be held by the same person, except the office of President and Secretary. All officers shall be members of the Board of Directors.
The President shall call the meeting of the Board of Directors to order and shall act as chairman of all meetings of the Board of Directors. In the President’s absence, the Vice-President may so act. In the Vice-President’s absence the Secretary of the Corporation may so act; in the absence of the Secretary, the President may appoint any Director to act as Secretary of the meeting.
The Secretary shall be responsible for the custody of the papers, books, and records of the Corporation; shall prepare and enter in the minute book the minutes of all meetings of the Board of Directors and shall perform such other duties as the Board of Directors or President may prescribe.
The Treasurer shall prepare and maintain correct and complete records of account showing accurately the financial condition of the Corporation. All notes, securities, and other assets coming into the possession of the Corporation shall be received, accounted for, and placed in safekeeping by the Treasurer.
The officers of the Foundation constitute the Executive Board. The Executive Board may, between regular meetings of the Board of Directors, take such actions as would normally be required to be taken by the Board of Directors.
5. Article V
Monthly board meetings shall be held on the first Thursday of each month. The meeting will be held at 10:00 a.m. in room 702 of Gila Community College. In the event the first Thursday falls on a holiday or the college is closed for any reason, the meeting will be held on the second Thursday.
A member of the Board of Directors may be removed by majority vote of the Board of Directors after failure to attend three (3) consecutive meetings.
The annual meeting of the Board of Directors shall be held in the second quarter of each calendar year commencing in 2007, on such day and at such place and time as the Board of Directors shall specify.
6. Article VI
The Corporation shall indemnify any person who in good faith incurs liability or expense by reason of such person being a Director or Officer of the Corporation. This indemnification shall be mandatory in all circumstances in which indemnification is permitted by law. The power of indemnification under the Arizona Revised Statutes shall not be denied or limited by the bylaws. Any persons made a party to any action, suit or proceeding by reason of the fact that that individual, testator or intestate, is or was a Director, officer or employee of this Corporation shall be indemnified by the Corporation against any and all liability and reasonable expenses, including attorney’s fees, actually and necessarily incurred by that individual in connection with the defense of any such action, suit or proceeding, civil or criminal, or in connection with appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such individual did not act in good faith in what that individual reasonably believed to be the best interest of the Corporation in performance of that individual’s duties; and, in addition, in criminal actions or proceedings had no reasonable cause to believe that that individual’s conduct was unlawful. Such right of indemnification shall not be deemed exclusive of any other right to which such Director, officer or employee may be entitled by law, and shall not be construed as any limitation on the authority of the Board of Directors to advance Corporation funds for such reasonable expenses, including attorney’s fees.
The Foundation will purchase and maintain Commercial General Liability, Special Events Liability and Directors' and Officers' Liability insurance(s).
7. Article VII
The Board of Directors may appoint “limited duration” task groups to accomplish tasks and projects of the Foundation.
8. Article VIII
Dissolution of Foundation
In the event of the dissolution of the Foundation, the assets shall be distributed to another 501 (c) 3 organization.
9. Article IX
Amendment of Bylaws
Except as to Article VIII, which cannot be amended, these Bylaws may be amended or altered by the Directors.