Governance and Bylaws

Governance and Bylaws

HALL SUMMIT COMMUNITY FOUNDATION

Governance and Bylaws

ARTICLE I

NAME AND PURPOSE

Section 1. Name.

The name of this nonprofit corporation shall be the Hall Summit Community Foundation (the "Foundation").

Section 2. Purpose.

The Foundation is organized exclusively for charitable, educational, civic, and community development purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, including but not limited to supporting programs, projects, facilities, services, and initiatives that improve the quality of life, economic opportunity, education, public welfare, and community development in Hall Summit, Louisiana, and surrounding rural communities.

Section 3. Limitations.

No part of the net earnings of the Foundation shall inure to the benefit of, or be distributable to, its directors, officers, or other private persons, except that the Foundation shall be authorized to pay reasonable compensation for services actually rendered and to make payments in furtherance of its charitable purposes. The Foundation shall not be organized or operated for the private benefit of any individual, business, or governmental official.

ARTICLE II

PRINCIPAL OFFICE

The principal office of the Foundation shall be located in Hall Summit, Louisiana, at such address as the Board of Directors may determine from time to time. The Foundation may maintain such additional offices as the Board deems necessary.

ARTICLE III

BOARD OF DIRECTORS

Section 1. General Powers.

The affairs of the Foundation shall be managed under the direction of its Board of Directors. The Board shall establish policy, oversee finances, approve budgets, authorize major expenditures, supervise the activities of the Foundation, and ensure that the Foundation is operated in a manner consistent with its charitable mission and applicable law.

Section 2. Number and Composition of Directors.

The Board of Directors shall consist of five (5) directors. The initial directors shall be:

1. Jason Briggs, Director and President

2. Rachal Henry, Director and Secretary/Treasurer

3. The three duly elected Aldermen of the Village of Hall Summit, each serving as a Director during his or her term as Alderman, unless earlier removed or replaced in accordance with these Bylaws

Section 3. Qualification of Alderman Directors.

Each Alderman serving on the Board shall hold office as a Director by virtue of holding the public office of Alderman for the Village of Hall Summit. If an Alderman ceases to hold office as Alderman, that person’s position as a Director of the Foundation shall automatically terminate, and the successor Alderman shall become eligible to serve as Director upon acceptance by the Board.

Section 4. Terms.

(a) Jason Briggs and Rachal Henry shall serve until resignation, removal, death, incapacity, or until their successors are duly elected and qualified if the Board later creates staggered terms.

(b) The three Aldermen shall serve as Directors for so long as they remain in office as Aldermen, unless sooner removed under these Bylaws.

Section 5. Removal.

Any Director may be removed, with or without cause, by a two-thirds (2/3) vote of the Directors then in office, except that an Alderman Director may only be removed from the Foundation Board if legally permitted and if such removal does not conflict with the governance structure adopted in the Articles of Incorporation or applicable law.

Section 6. Vacancies.

Any vacancy on the Board, other than an Alderman seat filled by operation of office, shall be filled by majority vote of the remaining Directors. A Director elected to fill a vacancy shall serve the remainder of the unexpired term.

Section 7. Compensation.

Directors shall serve without compensation as Directors. However, the Board may approve reimbursement of reasonable and necessary expenses incurred on behalf of the Foundation, provided such reimbursement is properly documented and consistent with the Foundation’s conflict-of-interest and financial policies.

ARTICLE IV

OFFICERS

Section 1. Officers.

The officers of the Foundation shall be a President, a Secretary/Treasurer, and such other officers as the Board may from time to time establish.

Section 2. Initial Officers.

- Jason Briggs, President

- Rachal Henry, Secretary/Treasurer

Section 3. President.

The President shall be the chief executive officer of the Foundation for governance purposes and shall:

(a) preside at meetings of the Board;

(b) provide leadership in carrying out the Foundation’s mission;

(c) sign contracts, deeds, grants, and other instruments authorized by the Board;

(d) act as the primary representative of the Foundation, subject to Board oversight; and

(e) perform all other duties incident to the office or assigned by the Board.

Section 4. Secretary/Treasurer.

The Secretary/Treasurer shall:

(a) keep or cause to be kept accurate minutes of all Board meetings;

(b) maintain the Foundation’s corporate records and governance documents;

(c) give or cause to be given proper notice of meetings;

(d) oversee the receipt, deposit, disbursement, and accounting of Foundation funds;

(e) ensure that accurate financial records are maintained;

(f) present financial reports to the Board;

(g) assist with required state and federal filings; and

(h) perform such other duties as may be assigned by the Board.

Section 5. Election and Term of Officers.

After the initial organization, officers shall be elected by majority vote of the Board and shall serve for terms of two (2) years, or until their successors are elected and qualified.

Section 6. Removal of Officers.

Any officer may be removed by majority vote of the Board whenever the Board determines that the best interests of the Foundation would be served thereby.

ARTICLE V

MEETINGS OF THE BOARD

Section 1. Regular Meetings.

The Board shall meet at least quarterly, unless the Board by resolution sets a more frequent schedule.

Section 2. Special Meetings.

Special meetings may be called by the President or by any two Directors.

Section 3. Notice.

Notice of regular or special meetings shall be given at least three (3) days prior to the meeting by mail, hand delivery, telephone, or electronic transmission, unless waived by all Directors.

Section 4. Quorum.

A majority of the Directors then in office shall constitute a quorum for the transaction of business, provided that quorum shall never be less than one-third of the total number of Directors.

Section 5. Voting.

Except as otherwise provided in these Bylaws, the Articles of Incorporation, or applicable law, the act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board.

Section 6. Remote Meetings.

Meetings may be held in person, by telephone conference, or by other communications technology through which all Directors can hear one another simultaneously.

Section 7. Action Without Meeting.

Any action required or permitted to be taken by the Board may be taken without a meeting if all Directors consent in writing or by electronic written consent, and such consent is filed with the minutes of the Foundation.

ARTICLE VI

DUTIES AND AUTHORITY OF THE BOARD

The Board shall have authority to:

(a) adopt budgets and financial policies;

(b) approve grants, programs, and projects;

(c) enter into agreements and partnerships consistent with the Foundation’s charitable purpose;

(d) hire employees or independent contractors, if needed;

(e) establish committees;

(f) adopt additional governance, ethics, recordkeeping, and financial controls policies; and

(g) do all lawful acts necessary to carry out the Foundation’s purposes.

ARTICLE VII

CONFLICT OF INTEREST

Section 1. Policy.

The Foundation shall maintain and enforce a written conflict-of-interest policy to protect its charitable purpose and to ensure that decisions are made in the best interests of the Foundation rather than for private or personal benefit.

Section 2. Disclosure.

Any Director or officer who has a direct or indirect financial interest, personal interest, or official public-interest conflict in any matter before the Foundation shall disclose the existence and nature of that interest to the Board before any discussion or vote.

Section 3. Recusal.

Any Director or officer having such a conflict shall not vote on the matter and, when appropriate, shall leave the room during discussion and voting on the matter.

Section 4. Special Rule for Village Officials.

Because certain Directors may also serve as public officials for the Village of Hall Summit, any matter involving a contract, grant, transfer of funds, lease, cooperative endeavor, shared use arrangement, or other transaction between the Foundation and the Village shall be reviewed with heightened care. Any Director who also serves as a Village official and whose duties or loyalties may be affected shall disclose the conflict and shall abstain from voting unless legal counsel determines otherwise under applicable law.

Section 5. Recording.

The minutes shall reflect the disclosure of any conflict, the identity of the interested person, whether the person left the meeting or abstained, and the Board’s final action.

ARTICLE VIII

COMMITTEES

The Board may establish standing or special committees by resolution. Any committee shall serve in an advisory capacity unless the Board expressly delegates authority to act. No committee may take any action reserved to the full Board by law, the Articles of Incorporation, or these Bylaws.

ARTICLE IX

RECORDS, FINANCES, AND FISCAL OVERSIGHT

Section 1. Records.

The Foundation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Board and any committees.

Section 2. Fiscal Year.

The fiscal year of the Foundation shall be the calendar year unless otherwise established by the Board.

Section 3. Banking.

All funds of the Foundation shall be deposited to the credit of the Foundation in such banks or financial institutions as the Board shall select.

Section 4. Checks and Disbursements.

All checks, drafts, or orders for payment of money shall be signed by such officer or officers or agent or agents as determined by Board resolution. The Board should adopt dual-signature or dual-approval controls for significant expenditures.

Section 5. Annual Review.

The Board shall review the Foundation’s finances at least annually and may require an independent financial review, compilation, or audit when appropriate based on funding levels, grant requirements, or good governance practice.

ARTICLE X

NONDISCRIMINATION

The Foundation shall not discriminate on the basis of race, color, religion, sex, national origin, age, disability, or any other status protected by law in the administration of its charitable activities, programs, employment, or volunteer participation.

ARTICLE XI

INDEMNIFICATION

To the fullest extent permitted by Louisiana law, the Foundation shall indemnify its Directors and officers against expenses and liabilities reasonably incurred in connection with any proceeding arising out of their service to the Foundation, provided they acted in good faith and in a manner reasonably believed to be in the best interests of the Foundation.

ARTICLE XII

AMENDMENTS

These Bylaws may be amended, altered, or repealed, and new bylaws may be adopted, by a two-thirds (2/3) vote of the Directors then in office, provided that written notice of the proposed amendment is given to each Director at least seven (7) days before the meeting at which the amendment is to be considered.

ARTICLE XIII

DISSOLUTION

Upon dissolution of the Foundation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction in the parish in which the principal office of the Foundation is then located, exclusively for such purposes.