Havasu Foundation for Higher Education, Inc.

Lake Havasu Higher Education Foundation, Inc.  By-Laws

 

By-Laws revised and adopted by Board of Directors December 16, 2009

 

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 facilitate the promotion of higher education and to work for the development of a four-year residential university in the Lake Havasu area.

 

3.  Membership: An annual meeting shall be held no later than February 28^th which is to be held to elect a Board of Directors and to conduct any business that may be brought before it.

     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.

     The foundation will maintain two classes of membership: voting and non-voting.  For the “non-voting” classification, no fees or dues shall be required.  Voting privileges will be restricted to those members who are current with any current dues or fee requirements set out by the Board of Directors.

     The Board of Directors, at its discretion, may at any time change membership requirements to suit changing conditions. 

 

4.  Dues: The Board of Directors may at its discretion impose or change, membership dues or fees.

 

5.  Board of Directors: From among the foundation membership, a board of directors shall be elected with no fewer than 13 members and no more than 18 members.  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 following the annual meeting, elect the officers of the foundation.  These offices shall consist of President, Vice President, President Elect, Secretary and Treasurer.  Past presidents, having served the offices of President and past-President, shall automatically assume the status of Past President Ex-officio, a non-voting category,  retaining membership on the Board of Directors.  Other non-voting ex-officio members may be appointed as deemed appropriate by the Board of Directors.  Attendance requirement for ex-officio members to be entirely optional.

 

(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.  Past Presidents, having served the offices of president and past presiding, shall automatically assume the status of past president ex-officio, a non-voting category, of the executive committee.  Attendance requirements for ex-officio members to be entirely optional.

 

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.

 

10.  Length of Board Member Terms: Board members are to elected for 3 (three) year terms, with a limit of 2 (two) consecutive 3 (three) year terms.  Those appointed to fulfill the remainder of a vacated board seat are restricted to the balance of the term of said seat, but may be eligible for election to a “dedicated seat” upon the end of the “appointed seat” term.   That member may be eligible for a second “dedicated” term by action of the Board of Directors.  Elections will be held at the Annual Meeting of the foundation.

 

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, e-mail, or other appropriate means.  By consent of the board, board business may be conducted by teleconferencing, regular meetings, or by other appropriate and legal means.

 

13.  Nominating Committee: The President, the President-elect, (who shall chair), and two other members of the Board of Directors, shall constitute the nominating committee for purposes of selecting a slate of officers and directors for the coming year.  Only board members may be nominated for a position of officer of the foundation.  Only board members may vote for officers of the board.  Nominations for board members may also be accepted from the floor at the annual meeting.

 

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 effective communication concerning the foundation either by facilitating use of the foundation web site or by any other appropriate means.  Other duties may be assigned by the Board of Directors, as the need arises.
• 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, or 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.  The By-Laws are subject to formal review by a duly constituted committee, every three (3) years, or as the need arises.

 

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 December 16, 2009.

 

Jo Navaretta

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 March 18, 2009.

 

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

 

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:

 

            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

 

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.