By-Laws of Assumption High School FoundationArticle 1NameThe name of this board shall be the Assumption Foundation, Inc. (hereinafter "The Foundation"), Board of Trustees, (hereinafter "Trustees"). Article IIPurposes of CorporationThe purpose of The Foundation as stated in its Articles of Incorporation is:
Article IIIOfficesThe Foundation shall have and continuously maintain in the City of Wisconsin Rapids, County of Wood, State of Wisconsin a registered office and a registered agent. The initial registered agent shall be WoodTrust Bank, N.A. with an address of 181 2nd Street South, P.O. Box 8000, Wisconsin Rapids, WI 54495-8000. Article IVObjectSection 1. The Trustees shall act as the policy making body of The Foundation. Section 2. The Trustees shall adopt policies governing fundraising activities, investment of The Foundation’s assets, and distribution to Assumption Catholic Schools and such other organizations that qualify as exempt organizations under the appropriate statutes of the Internal Revenue Code of 1954 or the corresponding provision of any future United States Internal Revenue Law, and the Foundation’s existence shall be perpetual. Section 3. The Trustees shall adopt annual budgets sufficient to carry on The Foundation’s activities. Article VTrusteesSection 1. Trustees. Trustees of the Board shall be a minimum of twelve (12) in number. Trustees of the Board shall consist of the President of Assumption Catholic Schools, Wisconsin Rapids, Wisconsin, and a clergy representative of the Diocese of La Crosse, with said clergy representative to be determined by majority vote of the Trustees, and a minimum of nine (9) public members. An initial slate of public member Trustees and clergy representative Trustee shall be appointed by Joseph E. Streb. Thereafter, each regular appointment must be by three-fourths (3/4) vote by The Foundation Board of Trustees and shall be for a term of three (3) years. Appointments to the Trustees, after the initial slate of appointments, shall be by a three-fourths (3/4) vote of the Trustees. Vacancies shall be filled for unexpired terms in the same manner as regular appointments are made. Section 2. Voting. Each Trustee shall be entitled to one vote on each matter submitted to a vote of the Trustees. Article VIMeetings of TrusteesSection 1. Annual Meeting. The annual meeting of the Trustees shall be held in the month of July and at such designated place as set forth in the written notice of the annual meeting, for the purpose of electing officers and for the transaction of such other business that may come before the meeting. Section 2. Special Meetings. Special meetings of the Board of Trustees may be called either by the President or by three or more members of the Board of Trustees. Section 3. Attendance by Telephone. Trustees may participate in any meeting by telephone conference call or such other electronic means through which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute personal attendance at the meeting. Section 4. Electronic Meetings. Should it be necessary for the board to take official action and it is deemed impractical to convene a special meeting, the President, Vice President, or three or more members of the Board of Trustees may call for an electronic meeting. The President or Vice President shall make a diligent effort to include any Trustees without electronic access in the proceedings. The meeting notice shall include a statement of the issue(s) to be addressed, a request for a motion and second and that information deemed necessary to enable the Trustees to make an informed decision. Once a motion and second have been received a discussion period of not less than 24 hours nor more than 48 hours shall follow. At the end of the discussion period the President or Vice President shall call for a vote. Any action taken at such an electronic meeting shall be recorded by the Secretary in the official Board meeting minutes. Section 5. Notice of Meetings. Notice of such meetings shall be by ordinary or electronic mail and shall be sent not less than twenty four (24) hours prior to the meeting. The meeting notice shall include an agenda. Section 6. Quorum. The majority of the Board of Trustees shall constitute a quorum at any meeting and shall be necessary to conduct Board business. Article VIIBoard of Trustees and OfficersGeneral Powers. The affairs of The Foundation shall be managed by its Board of Trustees. Article VIIIOfficersSection 1. Officers. The officers of The Foundation shall be a President, Vice President, a Secretary and a Treasurer. Section 2. Election and Term of Office. The officers of The Foundation shall be elected by a majority of the quorum of the Board of Trustees, for a two (2) year term. In years in which an election is necessary the election shall take place at the annual meeting. Vacancies may be filled or new offices created and filled at any meeting of the Board of Trustees. Each officer shall hold office until his successor has been duly elected. Section 3. Duties of Officers. The duties of the officers shall be as usually attached to such offices and, in addition thereto, such further duties as may be designated from time to time by the Board of Trustees. Section 4. Bonding of Treasurer and other Officers. At the written direction of the Trustees, the treasurer and/or any other officer or employee of The Foundation shall be bonded. Article IXContracts, Checks, Deposits, and FundsSection 1. Contracts. The Board of Trustees may authorize any officer or officers, of The Foundation, to enter into any contract or execute and deliver any instrument in the name of, or on behalf of The Foundation and such authority may be general or confined to specific instances. Section 2. Authorization of Expenditures. The Board of Trustees may, by resolution, authorize any officer or officers of The Foundation to approve the expenditure of funds, without pre-Board approval, up to a designated amount. Any such approval made pursuant to this authority shall be subject to review and ratification by the Board of Trustees at the next Board meeting. Section 3. Checks, Drafts, etc. All checks, drafts or other orders 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, of The Foundation and in such manner as shall from time to time be determined by resolution of the Board of Trustees. Section 4. Deposits. All funds of The Foundation shall be deposited to the credit of The Assumption Foundation in such banks, trust companies or other depositaries as the Board of Trustees may select. Section 5. Gifts. The Board of Trustees may accept on behalf of The Foundation any contribution, gift, bequest or devise for the general purposes, or for any special purpose of, The Foundation. Section 6. Audits. A majority of the Board of Trustees can call for a special audit at any time. The audit shall be completed by qualified former Trustees or by a Certified Public Accountant (CPA). The audit report shall be submitted to each member of the Board. Article XDocumentationThe Foundation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members and Board of Trustees, and shall keep at the registered or principal office a record giving the name and addresses of the members. All books and records of The Foundation may be inspected by any member, or his agent or attorney for any proper purpose at any reasonable time Article XIAmendments to By-LawsThese by-laws may be altered or repealed and new by-laws may be adopted by three-fourths (3/4) of the members of the Board of Trustees, provided that at least ten (10) days written notice is given of the intention to alter, amend or repeal or to adopt new by-laws at such meeting. Article XIIDissolutionIn the event of the dissolution of The Foundation, the assets of the trusts comprising The Foundation shall be disposed of as set forth in the trust documents. All remaining assets of The Foundation after payment and discharge of debts, obligations, and liabilities shall be distributed to Assumption Catholic Schools of Wisconsin Rapids. In the event Assumption Catholic Schools has been or is being dissolved, asset allocation will be determined by the Board of Trustees. Stephen E. Walczak, Secretary |
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