Havasu Foundation for Higher Education, Inc.

Lake Havasu Higher Education Foundation, Inc.  By-Laws

By-Laws revised and adopted by Board of Directors (addition of an Audit Committee, Article 14),  February 20, 2008

 

Hereafter to be known as: Havasu Foundation for Higher Education (or HFHE) or “The Foundation.”      HFHE is a non-profit 501(c)(3), Public Service Corporation.

 1.  Mission:   Our mission is to develop a comprehensive residential university in Lake Havasu City.

 2.  Character of Affairs: The character of Affairs of the Foundation will be to work to acquire land, raise funds, develop and provide information to the public, all in order to facilitate the promotion of higher education in Lake Havasu City.

 3.  Membership: Initial membership in the Foundation is open to any person, partnership, corporation, associates, or non-governmental entity willing to join and support the purposes of the Foundation. However, the Board of Directors, at its discretion, may at any time, change membership requirements to suit changing conditions.

 4.  Dues: Initial membership is free.  However, the Board of Directors may, at any time, impose a membership fee, and determine the amount to be charged for said membership.

 5.  Board of Directors: From among the organizational membership, once such a group is established, a 17 member board of directors is to be elected.  This board shall meet regularly in order to properly address the business affairs of the Foundation.  The Board of Directors shall, at the earliest opportunity elect the officers of the Foundation.  This shall consist of the office of President, Vice President, President Elect, Secretary, and Treasurer.

  (a)       Removal for Absence.  Three consecutive unexcused absences from meetings, or failure to attend one half of the meetings held during a fiscal year, may be cause for a member’s removal from the Board of Directors.

 6. Executive Committee: The Executive Committee shall consist of the President, Vice President, President Elect, Secretary, Treasurer, the Immediate Past President, and one Member-at-large elected from the body of the Board of Directors.  The Executive Committee shall answer directly to the Board of Directors.

 7.  Duties of the Board of Directors: The Board of Directors shall be responsible for all business affairs of the Foundation.  The Board may delegate certain tasks and duties to

a. the Executive Committee

b. the President or other officers

c. other board members

d. an Executive Director

e. other, as specifically mandated by an affirmative vote of the Board.

 8.  Periodic Reviews:  To ensure the Foundation operates in a manner consistent with charitable Purposes and does not engage in activities that might jeopardize its tax-exempt status, periodic reviews shall be conducted.  (a)  When conducting the periodic reviews as provided for in this Article, the Foundation may use outside advisors.  If outside advisors are used, this shall not relieve the board of its responsibility for ensuring the periodic reviews are properly conducted.

 9.  Executive Director: An Executive Director may be employed by the Board whose duties, job description and compensation are fully known to and approved by the Board of Directors.  The Executive Director shall answer directly to the Board of Directors.

 10a.  Terms of Board Members: The initial Board of Directors shall act as one class until the first Annual General Membership meeting to be held in December of the first year of operation, 2004. At that meeting all members of the Board, who were elected at the organizational meeting, will stand for re-election, with nominations from the floor for any vacancy or contested position on the Board.

 10b.  Length of Board Member Terms: Board members are to be elected for 3 year terms.  At the first annual general membership meeting in December, 2004, those elected to the board will draw straws for length of their individual term.  Four will draw for a one year term, four more will draw for a two year term, and five will draw for a three year term.  Each member, so chosen, must stand for re-election at the end of his or her term, at the next annual meeting at which his or term ends. Each person re-elected, or elected, will serve a three year term.  The board will then be a “classified” board.

 11.  Term Limits of Officers: All officers, and any member of the Executive Committee, serve at the will of the Board.  However, all officers and any member of the Executive Committee must be elected or re-elected at the first Board of Directors meeting following the annual membership meeting.

 12.  Board Meetings: Frequency and dates of board meetings are to be set by the Board of Directors.  However, special meetings can be called by the President or by a vote of the Executive Committee.  A quorum will consist of 50% plus one (1) of currently active Board members.  The Executive Committee may call board meetings on a 24-hour notice by phone, fax, and/or email. By consent of the Board, board business may be conducted by tele-conferencing, email, fax, mail, or in regular meetings.

 13.  Nominating Committee: The President and two other members of the Board of Directors shall constitute the nominating committee for purposes of selecting a slate of officers for the coming year.  Only board members may be nominated for a position of officers of the Foundation/ Corporation.  Only board members may vote for officers of the Board.

 14. Standing Committees: Standing Committee members and chairpersons must be members of the Foundation.  The Executive Committee may reconfigure the standing committees as needed.  The initial list of standing committees shall include

• The Executive Committee (see article 6)
• Finance Committee - This committee will be chaired by the Treasurer and will work to insure the financial integrity of the Foundation
• Membership Committee - This committee will work to secure a membership base that represents the broadest possible cross section of Lake Havasu City citizenry.
• Fund Raising Committee - This committee will be charged with researching and developing fund raising programs that will, in turn, financially sustain and meet the goals of the Foundation.
• Public Relations Committee - This committee will work to maintain and improve the Foundation’s website: www. havasufoundation.org. The intention is to create medium for maximum public communication.
• Audit Committee - This committee will provide audit services to the Board consistent with IRS guidelines for Tax Exempt Entities.

 15.  Other Committees: The Board of Directors or the Executive Committee may create other committees that may serve immediate or temporary needs.  Any such committee will be considered ad hoc and cease to exist when its purpose is no longer required.

 16.  Books and Records: The Foundation shall keep, at its principal office for business, complete books and records of account and minutes of the proceedings of the Board of Directors.  Such information may be made available to the public via the Foundation’s website at the discretion of the Executive Committee.

 17.  Amendment of By-Laws: The By-Laws may be amended, altered, repealed or new By Laws adopted by the affirmative vote of a majority of the will of the Board at any regular meeting of the Board, based on recommendations of the Executive Committee. (a)  The By-laws are subject to formal review every three years.

 18.  Contracts: The Foundation may enter into contracts and other transactions as deemed appropriate, and approved by the board based on recommendations of the Executive Committee.  The Foundation, as finances permit, will secure liability insurance for officers, board members, and general liability for the Foundation.

 19.  Notes and Obligations: No notes, obligations, or instruments of debt shall be entered into, made, or executed without the official approval of the Board of Directors, in a regular or special meeting, and based on a recommendation of the Executive Committee.

 20.  Execution of Documents: Unless otherwise authorized by the Executive Committee, all contracts, leases, deeds, deeds of trust, mortgages, powers of attorney, and all other documents, requiring the seal of the Corporation (Foundation) shall be executed for and on behalf of the Corporation by the President, or an officer specifically authorized by the President in a written directive, to perform such duties in the absence of the President.

 21.  Corporate Seal: The Corporate Seal for the Corporation (Foundation) shall be in the form of an Arizona Notary Public Seal, verifying the signature of the President.

 22.  Fiscal Year: The fiscal year for the Corporation (Foundation) shall be January 1 to December 31.

 23.  Certificate of Adoption: The undersigned, being the President of said Corporation Foundation), hereby certifies that the forgoing By-Laws, a revision of the By-Laws adopted on the 29^th day of March 2004, by the Executive Committee, chaired by Dr. William Ullery on that date, are approved as revised by the Board of Directors on this date July 11, 2007.

 

Ralph Tapscott

President, Board of Directors

Havasu Foundation for Higher Education

Lake Havasu City, County of Mohave, State of Arizona

By-Laws revised and adopted by Board of Directors (addition of an Audit Committee, Article 14),  February 20, 2008.

Addendum to By-Laws on January 19, 2005, hereby incorporated by reference:

Conflict of Interest Policy

Article 1: Purpose  The purpose of the conflict of interest policy is to protect this tax-exempt organization’s (Foundation) interest when it is contemplating entering into a transaction that might benefit the private interest of an officer or director of the Foundation or might result in a possible excess benefit transaction.  This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to non-profit and charitable organizations.

Article 2: Definitions

                2.1 Interested Person:  Any director, principal officer, or member of a committee with governing board designated powers, who as a direct or indirect financial interest, as defined below, is an interested person.

                2.2 Financial Interest:  A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

                a) An ownership or investment interest in any entity with which the Foundation has a transaction or arrangement,

                b) A compensation arrangement with the Foundation or with any entity or individual with which the Foundation has a transaction or arrangement, or

                c) A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Foundation is negotiating a transaction or arrangement.

                 Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

                 A financial interest is not necessarily a conflict of interest.  Under Article 3, Section 2, a person who has financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists

Article 3: Procedures

                3.1 Duty to Disclose: In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

                3.2 Determining Whether a Conflict of interest Exists:

                a) An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and vote on, the transaction or arrangement involving the possible conflict of interest.

                b) The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

                c) After exercising due diligence, the governing board or committee shall determine whether the Foundation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

                d) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by majority vote of the disinterested directors whether the transaction or arrangement is in the Foundation’s best interest, for its own benefit, and whether it is fair and reasonable .  In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

Article 4: Records of Proceedings The minutes of the governing board and all committees with board designated powers shall contain:

                a) The names of all persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.

                b) The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Article 5: Compensation

                a) A voting member of the governing board who receives compensation, directly or indirectly, from the Foundation for services is precluded from voting on matters pertaining to that member’s compensation.

                b) A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Foundation for services is precluded from voting on matters pertaining to that member’s compensation.

                c) No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Foundation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Article 6: Annual Statements:  Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:

                a) Has received a copy of the conflict of interest policy,

                b) Has read and understands the policy,

                c) Has agreed to comply with the policy, and

                d) Understands the Foundation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Ralph Tapscott
President, Board of Directors
Havasu Foundation for Higher Education
Lake Havasu City, County of Mohave, State of Arizona

By-Laws Revised and adopted by Board of Directors July 11, 2007

 

Addendum to By-Laws on January 19, 2005, hereby incorporated by reference:

Conflict of Interest Policy
Article 1: Purpose The purpose of the conflict of interest policy is to protect this tax-exempt organization’s (Foundation) interest when it is contemplating entering into a transaction that might benefit the private interest of an officer or director of the Foundation or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to non-profit and charitable organizations.

Article 2: Definitions

2.1 Interested Person: Any director, principal officer, or member of a committee with governing board designated powers, who as a direct or indirect financial interest, as defined below, is an interested person.
2.2 Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

1. An ownership or investment interest in any entity with which the Foundation has a transaction or arrangement,
2. A compensation arrangement with the Foundation or with any entity or individual with which the Foundation has a transaction or arrangement, or
3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Foundation is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest. Under Article 3, Section 2, a person who has financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists

Article 3: Procedures
3.1 Duty to Disclose: In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
3.2 Determining Whether a Conflict of interest Exists:

1. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and vote on, the transaction or arrangement involving the possible conflict of interest.
2. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
3. After exercising due diligence, the governing board or committee shall determine whether the Foundation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
4. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by majority vote of the disinterested directors whether the transaction or arrangement is in the Foundation’s best interest, for its own benefit, and whether it is fair and reasonable . In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

Article 4: Records of Proceedings The minutes of the governing board and all committees with board designated powers shall contain:

1. The names of all persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Article 5: Compensation

1. A voting member of the governing board who receives compensation, directly or indirectly, from the Foundation for services is precluded from voting on matters pertaining to that member’s compensation.
2. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Foundation for services is precluded from voting on matters pertaining to that member’s compensation.
3. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Foundation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Article 6: Annual Statements: Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:

1. Has received a copy of the conflict of interest policy,
2. Has read and understands the policy,
3. Has agreed to comply with the policy, and
4. Understands the Foundation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.