About

I. Name & Offices
II. Mission
III. Members
IV. Meetings
A. Regular Meetings
B. Annual Meetings
C. Special Meetings
V. Quorum, Voting, & Proxy
A. Quorum
B. Voting
C. Proxy
VI. Directors
A. Powers
B. Terms
C. Nomination & Election
D. Removals & Vacancies
VII. Annual Report
VIII. Officers
A. President
B. Vice-President
C. Secretary
D. Treasurer
IX. Standing Committees
A. Executive Committee
B. Allocations Committee
C. Public Relations Committee
D. Finance Committee
E. Nominations Committee
X. Annual Audit Procedures
A. Administrative Review Items
B. Financial Review Items
XI. Non-Profit Operations & Distribution of Proceeds
XII. Fiscal Year
XIII. Indemnification of Directors, Officers, Employees, & Agents
XIV. Seal
XV. Operation & Dissolution
XVI. Amendments

ARTICLE I
NAME & OFFICES

The name of this corporation shall be THE OKMULGEE EDUCATION FOUNDATION (hereinafter referred to as the “Corporation”).

The registered office of the Corporation is 310 E. Seventh Street, Okmulgee, Oklahoma 74447. In addition to the registered office of the Corporation, it may have offices at such other places within or without the State of Oklahoma as the Board of Directors may from time to time determine. The principal office of the Corporation need not be the same location as the registered office.

ARTICLE II
MISSION

The mission of the Okmulgee Education Foundation is to connect with and ignite our community to provide Okmulgee Public Schools with our time, talent, and treasury. (Rev. 08/10/2021: changed purpose to mission, updated mission)

ARTICLE III
MEMBERS

The only members of this Corporation shall be the Directors. (Rev. 08/10/2021: corrected typo)

ARTICLE IV
MEETINGS

There shall be regular meetings held monthly, one of which constitutes the Annual Meeting for the Board of Directors. Special meetings can be called adhering to Article IV, Subsection C.

SUBSECTION A: REGULAR MEETINGS

Regular meetings of the Board shall be held at a place designated by the President. Upon written request of a majority of the Directors, the place of the meeting may be changed to any place within or without the State of Oklahoma. Meetings of the Directors may be held by means of conference telephone or similar communications equipment that enables all persons participating in the meeting to hear each other. Such participation shall constitute presence in person at such a meeting. (Rev. 10-10-02) (Rev. 08/10/2021: updated designations for clarity)

Written notice, stating the time and place and object for which such meeting is called, must be mailed or emailed to each Director at least five (5) days prior to such meeting, but attendance at any meeting in person, by teleconference or similar, or by proxy shall constitute waiver of the required notice. In the event any meeting of Directors is adjourned for thirty (30) days or more, a new notice of the adjourned meeting shall be given in the manner provided by these Bylaws. (Rev. 08/10/2021: allowed for email notification and teleconference attendance; updated designations for clarity; combined Articles IV and XII for clarity)

SUBSECTION B: ANNUAL MEETINGS

Commencing with the year 2002, the annual meeting of the Directors shall be held on the designated meeting date in November, in Okmulgee, Oklahoma. In the event that such annual meeting is omitted by oversight or otherwise on the date provided for, the Directors shall cause a meeting in lieu thereof to be held as soon thereafter as is convenient, and any business may be transacted or held as at the annual meeting. Such subsequent meetings shall be called in the same manner as provided for the annual Directors’ meeting. (Rev. 10-10 -02) (Rev. 08/10/2021: updated designations for clarity)

Written notice must be mailed or emailed to each Director at least five (5) days prior to such meeting, but attendance at any meeting in person, by teleconference or similar, or by proxy shall constitute waiver of the required notice.

SUBSECTION C: SPECIAL MEETINGS

A special meeting of the Directors may be called at any time by the President, and in his absence, by the Vice-President, or by a majority of the Directors. It shall be the duty of the Directors, President or Vice-President to call such meetings whenever requested by a majority of the Directors. Special meetings of the Directors may be held by means of conference telephone or similar communications equipment that enables all persons participating in the meeting to hear each other. Such participation shall constitute presence in person at such a meeting. (Rev. 08/10/2021: updated designations for clarity; combined Articles VI and XII for clarity)

Special meetings of the Board of Directors are to be held at a place designated by the President and may be called by the President, and in his/her absence by the Secretary or by any three (3) Directors. By unanimous consent of the Directors, special meetings of the Board may be held without notice at any time and place, whether within or without the State of Oklahoma. (Rev. 10-10-02)

Notice of all special meetings, except those specified in the preceding paragraph, shall be personally given in writing by mail or email by the President to each Director at least three (3) days prior to the time fixed for the meeting. All notices of special meetings shall state the purpose thereof. (Rev. 10-10-02) (Rev. 08/10/2021: allowed email notification)

ARTICLE V
QUORUM, VOTING, & PROXY

SUBSECTION A: QUORUM

At all Director meetings, two-thirds (⅔) of the Board of Directors shall constitute a quorum for the transaction of business, but a lesser number may adjourn any meeting and the meeting may be held as adjourned without further notice. When a quorum is present at any meeting, a majority of the Directors present thereat, except as otherwise provided by the laws of the State of Oklahoma or the Certificate of Incorporation or these Bylaws, shall decide any question brought before such meeting. (Rev. 08/10/2021: adjusted quorum to ⅔ of Directors from 10 Members; updated designations for clarity; combined Articles VII, VIII, and XIII for clarity)

SUBSECTION B: VOTING

Directors of record may vote at any Director’s meeting either in person, by teleconference or similar, by proxy, or in writing. Voting may be conducted by acclamation, on paper, or by using an online secret voting system. Each Director shall be entitled to cast one vote. The record date for determining whether a Director is eligible to vote at any meeting of the Directors shall be thirty (30) days before the date of said meeting. (Rev. 08/10/2021: allowed for teleconference and virtual voting; updated designations for clarity)

SUBSECTION C: PROXY

Proxy shall be filed with the Secretary of the meeting before being voted. Such proxies shall entitle the holders thereof to vote at any adjournment of such meeting, but shall not be valid after the final adjournment thereof, except as otherwise provided in this article. No proxy shall be valid after the expiration of three (3) months from the date of its execution.

ARTICLE VI
DIRECTORS

SUBSECTION A: POWERS

The Board of Directors ("Board") shall have the entire management of the business of the Corporation. In the management and control of the property, business and affairs of the Corporation, the Board of Directors is hereby vested with all the powers possessed by the Corporation itself, so far as this delegation of authority is not inconsistent with the laws of the State of Oklahoma or with the Certificate of Incorporation or with these Bylaws.

In addition to the powers and authorities by these Bylaws expressly conferred upon them, the Board may exercise all such powers of the Corporation, and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done only by the Directors. (Rev. 08/10/2021: updated designations for clarity)

In addition to the standing committees, the Board of Directors may, by resolution passed by majority of a quorum of the Board, designate one or more committees, each committee to consist of one (1) or more of the Directors of the Corporation, which, to the extent provided in the resolution shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers which may require it. Each committee shall keep minutes and report its activities to the Board of Directors when required.

Directors shall not receive any compensation for their services, but nothing herein shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore.

SUBSECTION B: TERMS

The Board of Directors shall consist of eighteen (18) Directors who shall be elected by the Directors for a term of three (3) years, provided however, six (6) of the initial eighteen (18) elected Directors shall be elected for terms of one (1) year only and six (6) of the initial eighteen (18) elected Directors shall be elected for terms of two (2) years only in order to establish three classes of Directors serving staggered terms. Directors may serve two (2) full consecutive terms, but are then required to take at least one (1) year off. (Rev. 08/10/2021: added term limits)

SUBSECTION C: NOMINATION AND ELECTION

The Nominating Committee shall submit, at its regular meeting in October of each year, a list of six (6) candidates for the office of Director. The Directors shall be notified of the names of the nominees and that nominations are to be made and the election of Directors held at the annual Directors’ meeting in November.

In addition to the candidates submitted by the Nominating Committee, additional nominations for Director may be made from the floor at the annual meeting by Directors eligible to vote. Members of the Board of Education and employees of the Okmulgee Public School district are not eligible to be nominated as Directors. (Rev. 08-15-13.) (Rev. 08/10/2021: updated name of school district for clarity; updated designations for clarity; clarified nominations to come from Nominating Committee rather than full Board)

At the annual or special meeting of the Directors, six (6) persons shall be elected to the Board of Directors of the Corporation for a three (3) year term. Each Director elected shall hold office until his/her successor is elected and qualified, or until his/her resignation or removal. (Rev.2-11-99) (Rev. 08/10/2021: corrected typo; updated designations for clarity)

If there are only six (6) nominees at the close of nominations, they shall all be elected Directors' by acclamation at the meeting. If there are more than six (6) nominees, an election shall be conducted by secret ballot at the meeting. Secret ballot voting may be conducted on paper or by using an online anonymous voting system. Each Director present, in person, by teleconference or similar, or by proxy, shall vote for six (6) candidates. The President and Secretary shall receive the ballots, determine the validity of each ballot, and count the ballots. The six (6) candidates receiving the highest number of votes shall be declared the elected Directors. (Rev. 08/10/2021: allowed for teleconference or virtual voting; updated designations for clarity; combined Articles IX and X for clarity)

SUBSECTION D: REMOVALS AND VACANCIES

The Board of Directors reserves the right to ask any Director to vacate his/her term on the Board if absences exceed thirty percent (30%) or other negative attributes. If a Director misses more than half of a regular or special meeting, it will be considered an absence. (Rev. 08/10/2021: adjusted absences to 30% from 40%; added criteria for absences)

Any Director or Officer may be removed from office by the affirmative vote of a majority of the Directors present in person, by teleconference or similar or by proxy, at any regular or special meeting called for that purpose, for conduct detrimental to the interests of the corporation, for lack of sympathy with its objectives or for refusal to render reasonable assistance in carrying out is purposes. Any such Director or Officer proposed to be removed shall be entitled to at least ten (10) days notice in writing by mail or email of the meeting at which such removal is to be voted upon and shall be entitled to appear before and be heard at such meeting. (Rev. 08/10/2021: allowed for teleconference or virtual voting and email notification; updated designations for clarity)

Vacancies in the Board may be filled with another Director for the unexpired term by a majority of the Directors then in office, though less than a quorum, at any regular meeting or at a special meeting for the Directors called for that purpose.

ARTICLE VII
ANNUAL REPORT

An annual report need not be sent to each Director, but at any Director’s request the Board shall submit a statement for the business done during the preceding corporate year together with a report of the general financial condition of the Corporation, and of the condition of its tangible property. (Rev. 08/10/2021: updated designations for clarity)

ARTICLE VIII
OFFICERS

The officers of this Corporation shall be chosen by the Board of Directors at its annual meeting in November, or a special meeting called for such purpose, and at a minimum shall be a President, a Vice-President, a Secretary and a Treasurer. Two or more offices may be held by the same person, except the offices of President and Secretary may not be held by the same person. The Board of Directors may appoint agents for such purposes as they may desire. (Rev. 10-10-02) (Rev. 08/10/2021: updated designations for clarity)

The officers of the Corporation shall serve a term of one year thereafter and shall hold office until their successors are chosen and qualify in their stead.

SUBSECTION A: PRESIDENT

The President shall be the chief executive officer of the Corporation; he/she shall preside at all Board of Directors' meetings; shall have general supervision over the affairs of the Corporation and over the other officers; shall sign all documents and written contracts of the Corporation, and shall perform all other duties as are incident to his/her office. The President shall be the Chairman of the Executive Committee. The President shall issue notice of all Board of Directors' meetings. He/she shall execute any instruments necessary for the business of the Corporation under the seal of the Corporation. In case of the absence or disability of the President, his/her duties shall be performed by the Vice-President, if any. (Rev. 10-10--02) (Rev. 08/10/2021: added chairman requirement; updated designations for clarity)

SUBSECTION B: VICE-PRESIDENT

The Vice-President shall, in the absence of the President, perform the duties and exercise the powers of the President, and shall perform such other duties as the Board of Directors shall prescribe which may include the overall operation and management of the Corporation, with the right to receive and disburse corporate funds. The Vice-President shall be the Chairman of the Allocations Committee. (Rev. 10—10--02) (Rev. 08/10/2021: updated chairman requirement to Allocations Committee from Fund Raising Committee)

SUBSECTION C: SECRETARY

The Secretary shall attend all Board of Directors' meetings and keep the minutes of the Corporation; shall have the charge of all corporate books, records and papers; shall keep a membership book in which he/she shall enter all memberships; shall be custodian of the corporate seal; shall attest with his/her signature, and impress with the corporate seal all documents and written contracts of the Corporation; and shall perform all such other duties as are incident to his/her office. The Secretary shall be the Chairman of the Public Relations Committee. (Rev. 10-10-02 ) (Rev. 08/10/2021: added chairman requirement; updated designations for clarity)

SUBSECTION D: TREASURER

The Treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall deposit all money and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall be the Chairman of the Finance Committee. (Rev. 08/10/2021: added chairman requirement)

He/she shall disburse the funds of the Corporation as may be ordered by the Board; take proper vouchers for disbursements; and shall render to the President and Directors, at the regular meetings of the Board or whenever they may require it, an account of all his/her transactions as Treasurer and of the financial condition of the Corporation. (Rev. 08/10/2021: corrected typo)

SUBSECTION E: REMOVALS AND VACANCIES OF OFFICERS

If the office of any officer or agent, one or more, becomes vacant by reason of death, resignation, retirement, disqualification, removal from office, or otherwise, the Directors, by a vote of a majority of their number, may choose an eligible successor or successors, who shall hold office for the unexpired term. (Rev. 08/10/2021: updated designations for clarity)

ARTICLES IX
STANDING COMMITTEES

SUBSECTION A: EXECUTIVE COMMITTEE

The Executive Committee consists of: President, Vice President, Treasurer, Secretary, Bylaws, Nominating Chair. The Chairman of the Executive Committee is the President.

SUBSECTION B: ALLOCATIONS COMMITTEE

The Allocations Committee consists of a group of board members who review proposals for Teacher Grants, Scholarship, PAC, Events (including the Letter O / Senior Awards Assembly), and similar. The Chairman of the Allocations Committee is the Vice-President.

SUBSECTION C: PUBLIC RELATIONS COMMITTEE

The PR Committee consists of a group of board members who work on all aspects of the Community’s view of the Corporation, including the Retreat, Facebook / Social Media, Website, and history preservation. The Chairman of the Public Relations Committee is the Secretary.

SUBSECTION D: FINANCE COMMITTEE

The Finances Committee consists of a group of board members who work on Auditing, Fundraising (including the Century Club Mailer), and keeping record of finances. The Chairman of the Finance Committee is the Treasurer.

SUBSECTION E: NOMINATING COMMITTEE

Nominating Committee: There shall be a Nominating Committee whose responsibilities shall be to nominate Directors, Officers and agents for approval by the Board.

ARTICLE X
ANNUAL AUDIT PROCEDURES

The Audit Committee's annual review would be performed on records for the appropriate review period. The review period should be either a June 30th Year End, which would cover the Foundations fiscal year, July 1st through June 30th or a December 31st Year end, which would cover January 1st through December 31st, either period would be acceptable. In each instance all activity for either period should be subject to review. The reviews should be performed in August or September for a June 30th year end or February or March for a December 31st year end.

SUBSECTION A: ADMINISTRATIVE REVIEW ITEMS

Authorized Signers
- Review all account signature cards or other documents to assure they are current. Current Board Officers should be the only authorized signers for all of the Foundations accounts. The best way to verify this would be to request a list of authorized signers for all Foundation accounts from the respective companies. This would include all bank accounts, Investment accounts and any other where Foundations assets are held by a Third Party
Record Retention
- The maintenance of all financial records of the Foundation is the responsibility of the Foundations Treasurer. This would include all financial statements, various asset account statements, tax records and returns and any other supporting documents used to substantiate the Foundations asset holdings. These records should be safeguarded to some degree; backups for electronic documents should also be in place even if these are on a company's server. Lastly, accommodations should be made for access by the Foundation President or Vice President in the event the Treasurer becomes unable to fulfill his duties.
- The Treasurer should be interviewed or given a questionnaire to determine where these are held and in what form, i.e., electronic, hard copy or other. How are electronic records backed- up and where are they held or stored. Who would need to be contacted to access the records in the event the Treasurer became unavailable.

SUBSECTION B: FINANCIAL REVIEW ITEMS

Review and Verification of Foundation Assets
- All assets of the Foundation should be verified annually. This would include checking and Savings account balances, Certificates of deposit as well as Investments.
- Checking and Savings accounts should be verified by agreeing the balance from the statement to the Foundations Financial Statement for the corresponding date. Certificates of Deposit should be verified by agreeing a statement from the bank to the Foundations Financial Statement for the corresponding date. A special statement will need to be requested from the bank since a regular statement is not normally provided.
- Investments held by Edward D. Jones Should be verified by agreeing the balances from the statement to the Foundations Financial Statement for the corresponding date.
Asset and Investment Sales
- Review the Edward D. Jones account statements for any sales or withdrawals. These should be traced to either a deposit into the cash account with Edward D. Jones, a deposit to the Foundations operating account or the purchase of another investment. Redemption of Certificates of deposit should be traced to the Foundations Checking or Savings account.
Expense Item review
- Randomly select some disbursement/expense items from checking statement, these should be both paper check and electronic debits. Paper checks have normally been the primary method of payment but the review should include any electronic debits as well.
- Select 1 to 2 items from each month of review period and trace to supporting documentation maintained by the Treasurer. This will be an invoice or receipt of some kind. Any disbursement over $2,000 should also be selected to trace to supporting documentation. Income Item review; The primary review item for income would be fundraiser totals. The Fundraising Committee should maintain a separate record that notes the funds raised. This total should be agreed to the total reported on the financial statements prepared by the Treasurer. Other income items of any size, over $500 should also be reviewed for supporting documentation such as a check stub or other document and then trace to inclusion in the financial statements.
Tax Return
- The Foundation is required to file an annual information return with the Internal Revenue Service. This is a serious requirement; failure to file this could put the Foundation’s tax exempt status in jeopardy. The Foundation files on a fiscal year end basis or June 30, the return is due October 15 unless extension is due.
- A copy of the return should be obtained for the most recent fiscal year to assure that it has been completed and filed.
Documentation of Audit performance
- The performance of the audit should be thoroughly documented. All items selected for testing, expense and income items as well as asset sales should be noted on a worksheet with a description of the transaction, date it occurred and notation should be made that proper documentation was noted and if not, why not. Notation should be made that asset balances checked were agreed to statements from the appropriate third party and the statement dates that were checked.
- Notation should be made of the review of Authorized signers on the accounts and any exceptions found.
- Questionnaire completed by the Treasurer regarding safekeeping and Backup of Foundation records should be retained and if there are exceptions these should be addressed and resolved.

ARTICLE XI
NON-PROFIT OPERATIONS AND DISTRIBUTION OF PROCEEDS

The Corporation shall not be operated for a profit. There shall be no distribution of cash or property by way of interest or dividends to any officer or Director of the Corporation of any character or description except that the Corporation may pay reasonable compensation for services rendered. The balance of all money received by the Corporation, after payment of all debts and obligations of the Corporation of any kind and nature, shall be used and distributed exclusively in furtherance of the purposes of the Corporation, including advertising and marketing purposes. The Board cannot distribute more than one-half (1/2) of the funds on the books of the Corporation at the beginning of the taxable year. Earmarked contributions are specifically excluded from this limitation. Twenty-five percent (25%) of the net proceeds of all Fundraisers and twenty-five percent (25%) of all donations received will be placed in the Endowment of the Corporation, designated as "Restricted Funds". "Restricted Funds'' are funds which will never be spent. The interest earned on the "Restricted Funds'', however, may be spent. (Rev. 11-14--02) (Rev. 08/10/2021: allowed for advertising and marketing spend)

ARTICLE XII
FISCAL YEAR

The fiscal year shall be designated by the Board of Directors and may be changed from time to time.

ARTICLE XIII
INDEMNIFICATION OF DIRECTORS OFFICERS, EMPLOYEES AND AGENTS

To the extent and in the manner permitted by the laws of the State of Oklahoma and specifically as is permitted under Section 1031 of Title 18 of Oklahoma Statutes, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the Corporation, by reason of the fact that such person is or was a member, director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including attorney's fees, judgments, fines and amounts paid in settlement.

The right of indemnification hereinabove provided shall not be deemed exclusive of any other rights to which any such person may now or hereafter be otherwise entitled and specifically, without limiting the generality of the foregoing, shall not be deemed exclusive of any rights, pursuant to statute or otherwise, of any such person in any such action, suit or proceeding to have assessed or allowed in his favor, against the Corporation or otherwise, his costs and expenses incurred therein or in connection therewith or any part thereof.

ARTICLE XIV
SEAL

The seal of this Corporation shall consist of a flat-faced die or rubber stamp inscribed with the name of the Corporation.

ARTICLE XV
OPERATION AND DISSOLUTION

The Corporation shall be operated and its assets distributed in accordance with Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

The dissolution of the Corporation shall occur only upon the unanimous vote of the Board of Directors. Upon the dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 50l(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code or shall be distributed to the federal government, or to a state of local government for a public purpose. Any such assets not so disposed of shall be disposed of by the District Court of Okmulgee County, Oklahoma, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for exempt or public purposes.

ARTICLE XVI
AMENDMENTS

Except to the extent prohibited by law or by the Certificate of Incorporation, amendment, alteration and repeal of these Bylaws may be made by a vote of a majority of the Directors present at any regular or special meeting called for such purpose. (Rev. 08/10/2021: updated designations for clarity)

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Table of contents

ARTICLE INAME & OFFICES

ARTICLE IIMISSION

ARTICLE IIIMEMBERS

ARTICLE IVMEETINGS