BY-LAWS OF INCLINE SCHOOLS ACADEMIC EXCELLENCE FOUNDATION
MISSION STATEMENT
The mission of the Incline Schools Academic Excellence Foundation (ISAEF) is to provide support, resources and a forum for discussion and collaboration to assist the Incline Village public schools in their efforts to give students a world-class education.
ARTICLE I Fiscal Year
1.1. For fiscal and reporting purposes, the calendar year of ISAEF shall be September 1 through August 31 to correspond with the school year.
ARTICLE II Members
2.1. Number. The property, affairs, activities, and concerns of ISAEF shall be vested in a body consisting of a maximum of 30 members. The members of ISAEF shall, upon election or appointment by the chair, immediately enter upon the performance of their duties and shall continue in office until their successors shall be duly elected and qualified.
2.2. Election of Members and Term. After the adoption of these by-laws, there shall be an election for up to 30 members of ISAEF, 14 of whom will be ex officio members, with the right to vote, by virtue of their involvement in the education community.
2.2.1. The 14 ex officio members are as follows:
3 Principals from Incline Elementary, Middle and High Schools. 6 Teacher representatives, two each from Incline Elementary, Middle and High to be selected by each teaching staff. 3 PTA representatives, one each from Incline Elementary, Middle and High Schools to be selected by each PTA. 2 Representatives of higher education, one each from Sierra Nevada College and Truckee Meadows Community College, as appointed by the respective college authority.
2.2.2 The remaining 16 at-large community representatives from the Incline Village/Crystal Bay community will be nominated/recruited by the Nominations Committee and elected by a majority of ISAEF. 2.2.3. Community representatives from the Incline Village General Improvement District, Washoe County School District, and the Childrens Cabinet of Incline Village will be specifically requested from and selected by the respective board.
2.2.4. The term for all community representatives will be three (3) years. At the expiration of any term of 3 years, any community representative member may be reelected.
2.3. Absence. Should any member of ISAEF absent themselves unreasonably from three (3) consecutive meetings of ISAEF without informing the Chair or Secretary of their reason for so doing, or if their excuse should not be accepted by the members of ISAEF, their seat on ISAEF may be declared vacant. The seat shall be filled as set forth in Section 2.4.
2.4. Vacancies. Whenever a vacancy occurs in ISAEF by death, resignation, or otherwise, it shall be filled without undue delay by a majority vote of the remaining members of ISAEF. The election shall be held as soon as possible after the occurrence of the vacancy and may be held electronically. The person so chosen shall complete the term of the member they replace.
2.5. Removal of Members. Any one or more of the members of ISAEF may be removed either with or without cause, at any time, by a vote of two-thirds of ISAEF members present at any special meeting called for that purpose.
ARTICLE III Powers and Duties
3.1. Subject to any limitations which may be contained in these by-laws, or in the Nevada Revised Statues (NRS), particularly NRS 81 and 82 regarding non-profit corporations, and without prejudice to the general powers set forth, it is hereby expressly declared that the powers of the members shall include the following:
3.2. Elect Officers. To elect officers of ISAEF and to have ultimate authority over the selection and removal of members.
3.3. Control Affairs. To conduct, manage and control the affairs and business of ISAEF and to make such rules and regulations as necessary.
3.4. Accept Donations and Fundraising. To accept for the general purposes of ISAEF, any gifts, legacies, devisees, donations and contributions, in any amount or in any form, upon such terms and conditions as the members may determine, establish policies for fund raising, and the seeking of grants, and to invest endowment funds and other funds of ISAEF.
3.5. Hold Meetings and Conduct Routine Business. ISAEF will hold meetings at such times and places as it deems proper. It will appoint committees on particular subjects, audit bills and disburse the funds, print and circulate documents and publish articles, carry on correspondence, and communicate with other organizations interested in the purposes of ISAEF, employ agents, and devise and carry into execution such other measures as it deems proper and expedient to promote the objects of and best protect the interests and welfare of ISAEF.
3.6. Regular Meetings. The Executive Committee will prepare and propose to ISAEF an annual schedule of meetings at the beginning of each school year. Notice of any upcoming meetings, signed by the Secretary, shall be mailed or e-mailed or to the last recorded address of each member prior to the time appointed for the meeting.
3.7. Special Meetings. The Chair, when he/she deems necessary, or the Secretary shall, at the written request of at least two (2) members of ISAEF, issue a call for a special meeting of ISAEF, and three (3) days notice shall be required for such special meetings. In addition, written notice of all ISAEF meetings shall be given in the manner required under NRS 245.020 for all meetings of public bodies.
3.8. Quorum. A quorum will consist of 51% of the members present at any regular or special meeting.
3.9. Action. Unless a greater proportion is required by the articles of these by-laws, the act of the majority of the members present at a meeting at which a quorum is present is the act of ISAEF.
3.10. Order of Business. The order of business shall be as follows:
(a) Proof of notice of meeting or waiver of notice (b) Reading of the minutes (c) Treasurers Report (d) Election of new members (e) Reports of committees (f) Unfinished business (g) New business (h) Additional business and presentations as approved
The order of business may be altered or suspended at any meeting by a majority vote of the members present.
3.11. Voting. Each member shall have one vote. Every person entitled to vote or execute consent may do so either in person or by authorizing an agent by written proxy executed by the person entitled to vote or execute consent. In the event of a deadlock in voting, the Chairs vote shall be determinative.
3.12. Review and Amendments of By-Laws. These by-laws shall be reviewed annually at the beginning of each school year.
ARTICLE IV Officers
4.1. Titles of Officers. The officers of ISAEF shall be a Chair, Vice Chair, Secretary, Treasurer and Past Chair. ISAEF may also have other officers as may be deemed necessary.
4.2. Election of Officers. The officers of ISAEF shall be elected by the last regular Council meeting of each fiscal year. The Nominations Committee shall make recommendations to ISAEF and ISAEF shall elect by a majority vote all officers for a term of one (1) year. All officers shall be elected from the members of ISAEF. At the expiration of any term, any officer may be reelected.
4.3. Duties of Chair. The Chair shall preside at the meetings of ISAEF and the Executive Committee, with right to vote on all committees. He/she shall appoint all committee chairs and will assign each ISAEF member to one or more standing committees. He/she shall also as deemed proper communicate to ISAEF such matters and make such suggestions as may, in his/her opinion, tend to promote the prosperity and welfare and increase the usefulness of ISAEF. The Chair shall perform other duties as are necessary incident to the office of the Chair.
4.4. Vice Chair. In case of the absence of the Chair, or if his/her inability from any cause to act, the Vice Chair shall perform the duties of his/her office.
4.5. Secretary. In case of his/her absence or temporary disability, the Chair may appoint a temporary Secretary. It shall be the duty of the Secretary to:
(a) Give notice of, and attend all meetings of ISAEF and the Executive Committee and keep a record of their doings. (b) Conduct all correspondence and to carry into execution all orders, votes, and resolutions not otherwise committed. (c) Notify the officers and members of ISAEF of their election. (d) Notify members of their appointment on committees. (e) Prepare, under the direction of ISAEF an annual report of the transactions and conditions of ISAEF. (f) Maintain current lists of the membership of all committees. (g) Maintain current records of ISAEFs non-profit status (501(c)3) pursuant to NRS 81 and 81. (h) Generally devote their best efforts to forwarding the business and advancing the interests of ISAEF.
4.6. Treasurer. In case of his/her absence or temporary disability, the Chair may appoint a temporary Treasurer. It shall be the duty of the Treasurer to keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of ISAEF, including accounts of its assets, liabilities, receipts, disbursements, gains and losses. The books of account and other records shall at all reasonable times be open to inspection by any ISAEF member.
4.7. Past Chair. The Chair from the past year will remain on ISAEF and provide advice and support to the new Chair. This position will have voting power, but be primarily advisory in nature.
4.8. Vacancies. A vacancy in any office for any reason may be filled in the manner prescribed by paragraphs 2.4 and 4.2 of these by-laws.
ARTICLE V Committees
5.1. Executive Committee. An Executive Committee shall be formed to help facilitate the execution of the business of ISAEF. The Executive Committee shall be composed of ISAEF officers, the principals of Incline Elementary, Middle and High Schools, and the chairs of the standing committees. It will be chaired by ISAEF Chair. The Executive Committee will meet monthly, prior to regular meetings of ISAEF, and at other times deemed necessary by the Chair. The Executive Committee has the authority to transact all business of ISAEF unless otherwise stipulated by these by-laws.
5.2. Standing Committees. Upon adoption of these by-laws and whenever deemed necessary, ISAEF will create standing committees to promote the purpose and carry on the strategic direction of ISAEF. Committee structure will be reaffirmed on at least an annual basis. ISAEF Chair will appoint committee chairs and committee members from ISAEFs membership to any standing committees to serve until such time as ISAEF determines the need for the committee is no longer viable, or for one (1) year, whichever period is shorter. ISAEF members are required to sit on at least one standing committee unless waived by ISAEF Chair. Committee chairs may appoint other persons who are not Foundation members to serve on their respective committee. Each committee chair will keep the Secretary informed of current committee membership.
5.3. Special Committees. ISAEF Chair may, at any time, appoint other committees on any subject for which there are no standing committees.
5.4. Committee Quorum. A majority of any committee shall constitute a quorum for the transaction of business, unless any committee shall by a majority vote of its entire membership decide otherwise.
5.5. Committee Vacancies. The respective committee chairs shall have the power to fill vacancies in membership.
ARTICLE VI Corporate Records
6.1. Records. ISAEF shall maintain adequate and correct books, records and accounts of its business and funds. All such books, records and accounts shall be kept by the Secretary and Treasurer.
6.2. Authorized Signatories. All checks, drafts or other orders for payment of money, notes, etc. shall be signed or endorsed upon the signature of the Treasurer and one (1) of the three (3) two (2) principals. Principals are not authorized to cosign checks that are intended only for their own school. The Executive Committee will approve all unbudgeted expenditures, and the Chair will approve all expenditures prior to payment.
6.3. Contracts. ISAEF, except as otherwise provided in these by-laws, may enter into any contract or execute any instrument in the name of and on behalf of ISAEF. Unless so authorized by ISAEF, no officer or agent shall have any power or authority to bind ISAEF by any contract or engagement, or to pledge its credit, or to render it liable for any purpose or to any amount.
6.4. Inspections. The books of accounts, and minutes of proceedings of ISAEF shall be available to ISAEF members for inspection upon the written demand of any member at any reasonable time, and for a purpose reasonably related to his/her interests as a ISAEF member. Such inspection may be made in person or in writing.
ARTICLE VII Personal Liability and Property Interests
7.1. Liability of ISAEF and Officers. No member of ISAEF shall be personally liable to its creditors or for any indebtedness or liability; and any and all creditors shall look only to the assets of ISAEF for payment, except as provided by law in Nevada. In the event a member or officer of ISAEF, acting officially on behalf of ISAEF, becomes a party to a lawsuit, then ISAEF shall defend and hold harmless said member or officer from any penalties which may arise from the lawsuit and/or the costs of litigation; and in addition, ISAEF shall purchase appropriate liability insurance to cover members of ISAEF in case such lawsuit should arise. The limits and amounts of said liability insurance shall be determined at the first meeting of the fiscal year by ISAEF.
ARTICLE VIII Amendments
8.1. Amendments. These by-laws may be amended, repealed, or altered in whole or in part by a majority vote at any regular or special meeting of ISAEF. The proposed changes shall be mailed to each ISAEF member at least ten (10) days before the meeting to consider the change.
