Bylaws
BYLAWS OF THE SUN PRAIRIE EDUCATION FOUNDATION, INC.
The following Bylaws are hereby adopted pursuant to the authority and provisions of Chapter 181 of the Wisconsin Statutes and the Articles of Incorporation of the Sun Prairie Education Foundation, Inc. ("Corporation").
ARTICLE I
Purposes/Gifts/Funds/Grants
Section 1. Purposes of Corporation. The purposes of this Corporation are as set forth in its Articles of Incorporation and, more specifically, shall be to acquire and distribute resources that enhance extraordinary educational opportunities throughout the Sun Prairie Area School District. These Bylaws specify various matters affecting the operation and governance of the Corporation.
Section 2. Solicitation and Receipt of Gifts. The Corporation shall seek gifts, contributions, donations and bequests ("gifts") for the purposes of the Corporation, and all assets received shall be dedicated to and invested solely for such purposes. The Corporation may accept unrestricted gifts, whose principal and/or income may be used for the Corporation's purposes in the discretion of the Board of Directors. The Corporation may also accept restricted gifts, if such restriction is determined by the Board of Directors to be acceptable and otherwise conforms with then applicable tax law, the Articles of Incorporation and Bylaws of the Corporation, and any other guidelines established by the Board of Directors for restricted gifts. The Board of Directors in its sole discretion shall have the right to refuse any gift that, for any reason, the Board of Directors determines not to be suitable for the Corporation. No gift shall be accepted if it is conditioned to require the disposition of the income or principal to any persons or organizations other than to or for the benefit of, or to perform the functions of, or to carry out the purposes of the Corporation, or which shall in the opinion of the Board of Directors jeopardize the income tax exemption of the Corporation pursuant to Section 501(c)(3) of the Code or cause the Corporation to fail to be described in Section 509 (a)(3) and Section 170(b)(1)(A)(viii) of the Code.
If the Corporation accepts restricted gifts, it shall abide by the restrictions to the extent it is able to do so in furtherance of the Corporation's purposes; however, each restricted gift accepted by the Corporation shall be subject to the following conditions:
(a) The Corporation shall have the power and authority to alter any restrictions to the extent that
(i) the Board of Directors (by a two-thirds (2/3) vote of all Directors present at a duly constituted meeting) determine in their absolute discretion that either
- (A) such restrictions would jeopardize the receipt of all or any portion of funds from government or private agencies for otherwise reimbursable expenses of this Corporation or any agency or institution it supports; or
- (B) such restriction is unnecessary, incapable of fulfillment or no longer in the best interests of the Corporation; or
- (C) such restriction jeopardizes the income tax exemption of the Corporation pursuant to Section 501(c)(3) of the Code or may cause the Corporation to fail to be described in Sections 509(a)(3) and 170(b)(1)(A)(iii) of the Code;
or
(ii) it is finally determined by a court of competent jurisdiction that such restriction has become unlawful or impossible to comply with.
Section 3. Funds. All gifts shall be allocated to one or more funds in accordance with this section. All unrestricted gifts shall be added to the General Purpose Fund, and/or any other fund or funds as the Board of Directors in its discretion determines. All restricted gifts shall be added to existing or newly created fund or funds in compliance with the restriction. All funds shall be accounted for separately on the books of the Corporation. However, the assets representing the principal and/or any undistributed income of such separate accounts may be commingled and maintained in common investment accounts. The sub-accounts are solely a method of record keeping designed to reflect the donor's contributions and disbursement activity, and do not constitute separate legal entities. The Corporation may establish, by agreements or resolutions, and accept gifts into one or more funds, which may include funds of the following types:
(a) General Purpose Fund. Gifts may be accepted into a General Purpose Fund, the income and/or principal of which will be used for the general purposes of this Corporation as determined from time to time by its Board of Directors. In determining the use of general-purpose funds, the Board of Directors may consider utilizing such funds to further the purposes of any other of its funds.
(b) Special Purpose Funds. Gifts may be accepted into funds to be administered by this Corporation exclusively for one or more designated purposes in furtherance of a specific purpose of the Corporation. Income shall regularly be used or distributed for such special purposes, and principal may be similarly distributed (subject to any donor restrictions on principal distributions) for such special purposes from time to time in the discretion of the Board of Directors.
The Corporation may charge the income or principal of any funds for the administrative and operating expenses of the Corporation pursuant to policies governing such charges adopted by the Board of Directors from time to time.
Section 4. Grants. The Corporation shall make grants exclusively in furtherance of the purposes of the Corporation. The Board of Directors (or committees thereof) may establish grant guidelines and procedures from time to time.
ARTICLE III
Board of Directors
Section 1. Powers. The affairs of the Corporation shall be managed by its Board of Directors ("Board"). Such responsibilities shall include the achievement of the Corporation's purposes through officers, employees, agents and an administrative structure designated by the Board; investment of funds to assist the Corporation in achieving such purposes; and attendance at meetings of the Board and committees thereof. The Board shall utilize and distribute the assets and income of the Corporation solely in accordance with the purposes for which the Corporation is organized.
Section 2. Number; Election; Term. The number of Directors of this Corporation shall be no fewer than fifteen (15) but no more than eighteen (18).
Except as otherwise provided in these bylaws, each Director shall hold office for a term of three years beginning with the next annual meeting of the Board. Directors may be re-elected to a limit of 2 consecutive three year terms.
The founding Directors shall be:
Rena Beyer, Ron Blawusch, John Bogle, Jim Eldridge, Nancy Everson, Mike Hahn, Tom Hebl, Randy Handel, Glenn Fenske, Kip Kobussen, Beth Mielcarek, Kevin Noskowiak, Chris Swenson and Tom Yelich.
For the founding Directors, 1/3 will serve a one-year initial term, 1/3 will serve a two-year initial term, and 1/3 will serve a three-year initial term. After this initial term, the founding directors may serve up to two additional consecutive three year terms.
Successor Directors shall be elected by majority vote of the Directors then in office. Directors need not be residents of the State of Wisconsin.
Notwithstanding the foregoing, if at any time the Foundation Board ceases to exist, or ceases to qualify under Sections 501(c)(3) and 501(a)(9) of the Code, then a majority in number of the then acting Directors shall appoint a Section 501(c)(3) and Section 509(a)(1)-qualified public charity, which has been a beneficiary of the Corporation in the past, as the successor Controlling Organization (as defined in the Corporation's Articles of Incorporation) so that the Corporation shall continue at all times to be qualified as a supporting organization under Section 509(a)(3) of the Code.
In addition to those Directors described above, a designee of the School Board and the District Administrator of the Sun Prairie Area School District shall serve as ex officio Directors. They shall be entitled to attend all meetings of the Board and to serve on committees thereof, but shall not be eligible to be an officer or cast any vote.
Section 3. Resignation. A Director may resign by giving notice to the Secretary of the Corporation, who shall advise the Board of such resignation. Such resignation shall take effect at the time specified therein or, if no time is specified, then upon receipt of the resignation by the Secretary. Unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective.
Section 4. Removal. Any Director may be removed from office, either with or without cause, by the affirmative vote of a majority of Directors then in office taken at a special meeting of the Board called for that purpose.
Section 5. Vacancies. Any vacancy occurring in the Board for any reason may be filled until the next annual meeting by the affirmative vote of a majority of the Directors then in office.
Section 6. Presumption of Assent. A Director of the Corporation who is present at a meeting of the Board or a committee thereof at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless the Director's dissent shall be entered in the minutes of the meeting or unless the Director files a written dissent to such action with the Secretary before adjournment of the meeting, or mails such dissent by certified mail to the Secretary within three (3) days immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.
Section 7. Meetings.
(a) Annual Meetings. The annual meeting of the Board shall be held in the second quarter of each calendar year at a date and time specified by the President. The purpose of the annual meeting shall be to elect Directors, elect officers, and transact such other business as may properly come before the meeting. At least ten (10) days notice of the annual meeting shall be given. In the event of failure, through oversight or otherwise, to hold the annual meeting in any year during the time herein provided, the meeting, upon due notice, may be held at a later date, and any election held or business transacted at such meeting shall be as valid as if had or transacted at the annual meeting during the time herein provided.
(b) Regular Meetings. Regular meetings of the Board may be held with or without notice at such regularly recurring time and place as the Board may designate, or in the absence of designation, as the President of the Corporation shall designate.
(c) Special Meetings. Special meetings of the Board for any purpose or purposes shall be held whenever called by the President or by any three Directors.
Section 8. Notices. With the exception of regular meetings set forth in Section 7, (b), notice of any meeting of the Board, in each case specifying the place, date and hour of the meeting, shall be given to each Director by delivering notice, orally or in writing, not more than thirty (30) days prior to the date of the meeting, but at least five (5) days before the time set for such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the U.S. mail with postage prepaid, addressed to the address as it appears on the records of the Corporation. Neither the business to be transacted at, nor the purpose, of any meeting of the Board need be specified in the notice or waiver of such notice of such meeting.
Section 9. Waiver of Notice. The transactions of any meeting of the Board, however called and noticed or wherever held, shall be as valid as though had a meeting duly held after regular call and notice, if a quorum is present and if, either before or after the meeting, a written waiver of notice of the meeting, containing the same information as would have been required to be included in a proper notice of the meeting, is signed by (a) each Director not present at the meeting and (b) each Director present at the meeting who objected to the transaction of any business because the meeting was not lawfully called or convened. All such waivers shall be filed with and made a part of the minutes of the meeting.
Section 10. Action Without Meeting. Any action that may be taken at a meeting of the Board may be taken without a meeting if all the Directors shall consent in writing to such action. Such action by written consent shall have the same force and effect as the unanimous vote of the Directors. The Board or any committee of the Board may, in addition to conducting meetings in which each Director participates in person, conduct any meeting by the use of any electronic means of communication, provided (1) all participating Directors may simultaneously hear each other during the meeting, or (2) all communication during the meeting is immediately transmitted to each participating Director, and each participating Director is able to immediately send messages to all other participating Directors. Before the commencement of any business at a meeting at which any Directors do not participate in person, all participating Directors shall be informed that a meeting is taking place at which official business may be transacted.
Section 11. Quorum; Requisite Vote for Action. A majority of the number of Directors shall constitute a quorum for the transaction of business. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act or decision of the Board, unless the act of a greater proportion is required by law, the Articles of Incorporation or these Bylaws. If less than a quorum is present, a majority of the Directors present may adjourn the meeting to a later time without further notice.
Section 12 Organization. The President of the Corporation, or in the absence of the President, the Vice President, shall act as Chairperson at any meeting of the Board. The Secretary of the Corporation, or in the absence of the Secretary any person appointed by the Chairman of the meeting, shall act as Secretary of the meeting.
Section 13. Compensation. Directors shall not receive any compensation for their services as Directors, but may receive reimbursement of reasonable expenses incurred in the fulfillment of their duties as Directors.
Section 14. Committees.
(a) Standing or Temporary Advisory Committees Without Board Authority. The Board or the President may authorize, appoint and remove members of standing and/or temporary committees to consider appropriate matters, make reports to any officer or the Board, and fulfill such other advisory functions as may be designated. Such reports shall be advisory only. The designation or such standing and/or temporary committees, and the members thereof, shall be recorded in the minutes of the Board.
(b) Executive or Other Committees with Limited Board Authority. The Board may by appropriate resolution designate one or more committees, each of which shall consist of three (3) or more Directors that to the extent provided in said resolutions shall have and may exercise, when the Board is not in session, the powers of the Board in the management of the affairs of the Corporation, except action with respect to the election of Officers and Directors, the amendment of the Corporation's Articles and Bylaws, and the formation of and the filling of vacancies in committees with limited Board authority pursuant to this subsection. The Board may elect one or more Directors as alternate members of any such committee, who may take the place of any absent committee member or members at any meeting of such committee. The designation of such committees and the delegation thereto of authority shall not operate to relieve the Board or any individual Director of any responsibility imposed upon the Board or any individual Director by law.
(c) Grants Committee. There shall be a Grants Committee appointed by the President that shall meet as necessary for the purpose of screening grant requests and proposing distributions to beneficiaries. Such proposals shall be advisory only.
(d) Nominating Committee. There shall be a Nominating Committee appointed by the President that shall meet prior to the annual meeting of the Directors, and at such other times as shall be necessary, for the purpose of proposing the number and names of Directors and Officers of the Corporation. Such proposals shall be advisory only.
(e) Rules. Each committee will establish its own rules governing the conduct of its activities and shall make such reports as the Board may request.
Section 15. Disqualified Persons. Notwithstanding anything otherwise provided in these Bylaws, the Corporation shall not at any time be controlled directly or indirectly by one or more substantial contributors or other Disqualified Persons as defined in Section 4946 of the Code. If the Foundation Board at any time determines in good faith that "Disqualified Persons" constitute a majority of the Board or otherwise control the Corporation, the Foundation Board shall have power to remove one or more Directors of either or both classes and to appoint successors in their place, or to amend these Bylaws in such manner as it considers appropriate, so that the Corporation is not controlled by such "Disqualified Persons."
ARTICLE IV
Officers
Section 1. Officers. The Corporation shall have a President, a Vice President, a Secretary, a Treasurer and such other officers or assistant officers as the Directors may from time to time elect. The same person may hold any two or more of said offices, except that the offices of President and Secretary and the offices of President and Vice President may not be held by the same person.
The Vice President shall serve as President Elect
A person who is an employee of the Sun Prairie Area School District shall not hold the office of the President or Vice President.
Section 2. Election. The officers of the Corporation shall be chosen by the Board at its annual meeting. Officers shall hold office for a one-year term. There shall be no limit on officers' terms other than that the President shall be succeeded by the Vice President. Each officer shall serve until such officer's successor shall have been duly elected and qualified, or until such officer's death, resignation or removal.
Section 3. Resignation. Any officer may resign at any time by giving written notice to the Board. Such resignation shall take effect at the time specified therein or, if no time is specified, then upon receipt of the resignation by the Board and, unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective.
Section 4. Removal. The Board may remove any officer whenever in its judgment the best interest of the Corporation will be served thereby.
Section 5. Vacancies. The Board may fill a vacancy occurring in any office, for any reason, for the unexpired portion of the term of said office.
Section 6. President. The President shall be the chief officer of the Corporation and shall be responsible for the general and active management of the Corporation and shall have such duties, responsibilities and powers as may be necessary to carry out the directions and policies of the Board or prescribed in these Bylaws or otherwise delegated by the Board and shall at all times be subject to the policies, control and direction of the Board.
The President may sign and execute in the name of the Corporation any instrument or document consistent with the foregoing general delegation of authority or any other instrument or document specifically authorized by the Board, except when the signing and execution thereof shall have been expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation; provided, that neither the President nor any other officer may sign any deed or instrument of conveyance or endorse any security or execute any checks, drafts, or other orders for payment of money, notes, acceptances, or other evidence of indebtedness without the specific authority of the Board pursuant to Article V.
The President shall, whenever it may in the President's opinion be necessary, prescribe the duties of other officers and employees of the Corporation, in a manner not inconsistent with the provisions of these Bylaws and the directions of the Board.
Section 7. Vice President. The Vice President shall perform such duties as may be assigned to him or her by the Board or the President. At the direction of the Board and in the absence of the President or in the event of the President's disability, inability, or refusal to act, the Vice President shall perform the duties of the President with the full powers of, and subject to restrictions on, the President. The Vice President shall have such other duties, responsibilities and powers as may be described in these Bylaws or by the Board. The Vice President shall assume the office of president at the annual meeting concluding his/her term office.
Section 8. Secretary. The Secretary shall:
(a) Keep at the principal office of the Corporation the original or a copy of its Articles of Incorporation and Bylaws, as amended or otherwise altered to date.
(b) Keep at the principle office of the Corporation or such other place as the Board may direct, a book of minutes of all meetings of the sole voting member of the Corporation, the Board and committees thereof, with the time and place of holding, whether regular or special and, if special, how authorized, the notice thereof given, and the names of those present at the meeting.
(c) See that all notices are fully given in accordance with the provisions of these Bylaws or as required by law.
(d) Be custodian of the records of the Corporation.
(e) See that the books, reports, statements, and all other documents and records required by law are properly kept and filed.
(f) Exhibit at all reasonable times to any Director, the Articles, the Bylaws, and minutes of proceedings of the Board and committees thereof of the Corporation.
(g) In general, perform all duties incident to the office of Secretary, and such other duties as from time to time may be assigned by the Board.
Section 9. Treasurer. The Treasurer shall give advice concerning the financial affairs of the Corporation. The Board by resolution may direct the Treasurer to enter into agreements on behalf of the Corporation with third parties as to responsibility for the custody and investment of corporate assets, the collection of corporate obligations, depositories for corporate assets, and accountings and audits.
ARTICLE V
Instruments; Bank Accounts; Checks and Drafts; Loans; Securities
Section 1. Execution of Instruments. Except as in these Bylaws otherwise provided, the Board may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authorization may be general or confined to specified instances. Except as so authorized, or as in these Bylaws otherwise expressly provided, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose in any account.
Section 2. Bank Accounts. The Board from time to time may authorize the opening and keeping of general and/or special bank accounts with such banks, trust companies or other depositories as may be selected by the Board or by any officer or officers, agent or agents of the Corporation to whom such power may be delegated from time to time by the Board. The Board may make such rules and regulations with respect to said bank accounts, not inconsistent with the provisions of these Bylaws, as the Board may deem expedient.
Section 3. Checks and Drafts. All checks, drafts or other orders for the payment of money, notes, acceptances, or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents, of the Corporation, and in such manner, as shall be determined from time to time by resolution of the Board. Endorsements for deposit to the credit of the Corporation in any of its duly authorized depositories may be made without counter-signature, by the President or any Vice President, or the Treasurer, or by any other officer or agent of the Corporation to whom the Board, by resolution, shall have delegated such power or by hand-stamped impression in the name of the Corporation.
Section 4. Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by or under the authority of a resolution of the Board. Such authority may be general or confined to specific instances. No loans may be made to any officer or Director of the Corporation, directly or indirectly, except that reasonable advances of reimbursable expenses may be made in the discretion of the President or, in the case of the President, as determined by the Board.
Section 5. Sale of Securities. The President, Vice President or Secretary, together with Treasurer, are authorized and empowered to sell, assign, pledge or hypothecate any and all shares of stock, bonds or securities, or interest in stocks, bonds or securities, owned or held by this Corporation at any time, including without limitation because of enumeration, deposit certificates for stock and warrants or rights which entitle the holder thereof to subscribe for shares of stock, and to make and execute to the purchaser or purchasers, pledge or pledges, on behalf and in the name of this Corporation, any assignment of bonds or stock certificates representing shares of stock owned or held by this Corporation, and any deposit certificates for stock, and any certificates representing any rights to subscribe for shares of stock.
ARTICLE VI
Miscellaneous
Section 1. Fiscal Year. The fiscal year of the Corporation shall commence on July 1 of each year or such other date as may be determined from time to time by the Board.
Section 2. Corporate Seal. This Corporation shall not have a seal.
ARTICLE VII
Indemnification
Section 1. Indemnification for Successful Defense. Within twenty (20) days after receipt of a written request pursuant to Section 3, the Corporation shall indemnify a Director or officer, to the extent he or she has been successful on the merits or otherwise in the defense of a proceeding, for all reasonable expenses incurred in the proceeding if the Director or officer was a party because he or she is a Director or officer of the Corporation.
Section 2. Other Indemnification.
(a) In cases not included under Section 1, the Corporation shall indemnify a Director or officer against all liabilities and expenses incurred by the Director or officer in a proceeding to which the Director or officer was a party because he or she is a Director or officer of the Corporation, unless liability was incurred because the Director or officer breached or failed to perform a duty he or she owes to the Corporation and the breach or failure to perform constitutes any of the following:
(i) A willful failure to deal fairly with the Corporation or its members in connection with a matter in which the Director or officer has a material conflict of interest.
(ii) A violation of criminal law, unless the Director or officer had reasonable cause to believe his or her conduct was lawful or no reasonable cause to believe his or conduct was unlawful.
(iii) A transaction from which the Director or officer derived an improper personal profit.
(iv) Willful misconduct
(b) Determination of whether indemnification is required under this Section shall be made pursuant to Section 5.
(c) The termination of a proceeding by judgment, order, settlement or conviction, or upon a plea of no contest or an equivalent plea, does not, by itself, create a presumption that indemnification of the Director or officer is not required under this Section.
Section 3. Written Request. A Director or officer who seeks indemnification under Section 1 or 2 shall make a written request to the Corporation.
Section 4. Nonduplication. The Corporation shall not indemnify a Director or officer under Section 1 or 2 if the Director or officer has previously received indemnification or allowance of expenses from any person, including the Corporation, in connection with the same proceeding. However, the Director or officer has no duty to look to any other person for indemnification.
Section 5. Determination of Right to Indemnification.
a) The determination of the right of a Director or officer to indemnification under Section 2 shall be made by the Board by majority vote of a quorum consisting of Directors who are not seeking indemnification, or by independent legal counsel in a written opinion.
(b) In any determination under (a), the burden of proof is on the Corporation to prove by clear and convincing evidence that indemnification under Section 2 should not be allowed.
(c) A written determination as to Director or officer's indemnification under Section 2 shall be submitted to both the Corporation and the Director or officer within sixty (60) days of the request.
(d) If it is determined that indemnification is required under Section 2, the Corporation shall pay all liabilities and expenses not prohibited by Section 4 within ten (10) days after receipt of the written determination under (c).
Section 6. Advance Expenses. Within ten (10) days after receipt of a written request for advance expenses by a Director or officer who is a party to a proceeding, the Corporation shall pay or reimburse his or her reasonable expenses as incurred if the Director or officer provides the Corporation with all of the following:
(a) A written affirmation of his or her good faith belief that he or she has not breached or failed to perform his or her duties to the Corporation.
(b)A written undertaking, executed personally or on his or her behalf, to repay the allowance to the extent that it is ultimately determined under Section 5 that indemnification under Section 2 is not required and that indemnification is not ordered by a court under Section 8. The undertaking under this subsection shall be an unlimited general obligation of the Director or officer and may be accepted without reference to his or her ability to repay the allowance. The undertaking may be secured or unsecured.
Section 7. Nonexclusivity.
(a) Except as provided in (b), Sections 1, 2 and 6 do not preclude any additional right to indemnification or allowance of expenses that a Director or officer may have under any of the following:
(i) The Articles of Incorporation.
(ii) A written agreement between the Director or officer and the Corporation.
(iii) A resolution of the Board.
(iv) A resolution, after notice, adopted by an affirmative vote of a majority of the members present or represented at a meeting at which a quorum is present, if there are members having voting rights.
(b) Regardless of the existence of an additional right under (a), the Corporation shall not indemnify a Director or officer, or permit a Director or officer to retain any allowance of expenses unless it is determined by or on behalf of the Corporation that the Director of officer did not breach or fail to perform a duty he or she owes to the Corporation that constitutes conduct under Section 2(a)(i), (ii), (iii) or (iv). A Director of officer who is a party to the same or related proceeding for which indemnification or an allowance of expenses is sought may not participate in a determination under this subsection.
(c) Sections 1 to 12 do not affect the Corporation's power to pay or reimburse expenses incurred by a Director or officer in any of the following circumstances:
(i) As a witness in a proceeding to which he or she is not a party.
(ii) As a plaintiff or petitioner in a proceeding because he or she is or was an employee, agent, Director or officer of the Corporation.
Section 8. Court-Ordered Indemnification. Except as provided otherwise by written agreement between the Director or officer and the Corporation, a Director or officer who is a party to a proceeding may apply for indemnification to the Court conducting the proceeding or to another Court of competent jurisdiction pursuant to Chapter 181 of the Wisconsin Statutes.
Section 9. Indemnification of Employees or Agents. The Corporation may indemnify and allow reasonable expenses of an employee or agent who is not a Director or officer to the extent provided by the Articles of Incorporation or Bylaws, by general or specific action of the Board or by contract.
Section 10. Insurance. The Corporation may purchase and maintain insurance on behalf of an individual who is an employee, agent, Director or officer of the Corporation against liability asserted against or incurred by the individual in his or her capacity as an employee, agent, director or officer, regardless of whether the Corporation is required or authorized to indemnify or allow expenses to the individual against the same liability under Section 1, 2, 6 and 9.
Section 11. Liberal Construction. In order for the Corporation to obtain and retain qualified Directors and officers, the foregoing provisions shall be liberally administered in order to afford maximum indemnification of Directors and officers and, accordingly, the indemnification above provided for shall be granted in all cases unless to do so would clearly contravene applicable law, controlling precedent or public policy.
Section 12. Definitions Applicable to This Article.
(a) "Director or officer" means any of the following:
(i) A person who is or was a Director or officer of this Corporation.
(ii) A person who, while a Director or officer of this Corporation, is or was serving at the Corporation's request as a Director, officer, partner, trustee, member of any governing or decision-making committee, employee or agent of another Corporation or foreign Corporation, partnership, joint venture, trust or other enterprise.
(iii) A person who, while a Director or officer of this Corporation, is or was serving an employee benefit plan because his or her duties to the Corporation also impose duties on, or otherwise involve services by, the person to the plan or to participants in or beneficiaries of the plan.
(iv) Unless the context requires otherwise, the estate or personal representative of a Director or officer.
(b) "Expenses" include fees, costs, charges, disbursements, attorney fees and other expenses incurred in connection with a proceeding.
(c) "Liability" includes the obligation to pay a judgment, settlement, penalty, assessment, forfeiture or fine, including an excise tax assessed with respect to an employee benefit plan, and reasonable expenses.
(d) "Party" includes a person who was or is, or who is threatened to be made, a named defendant or respondent in a proceeding.
(e) "Proceeding" means any threatened, pending or completed civil, criminal, administrative or investigative action, suit, arbitration or other proceeding, whether formal or informal, which involves foreign, federal, state or local law and which is brought by or in the right of the Corporation or by any other person.
ARTICLE VIII
Amendment
These Bylaws may be amended by action of a majority of the entire Board of the Corporation.
ARTICLE IX
Miscellaneous
Section 1. Internal Revenue Code. All references in these Bylaws to Sections of the Code shall be considered references to the Internal Revenue Code of 1986, as from time to time amended, to the corresponding provisions of any similar law subsequently enacted, and to all regulations issued under such sections and provisions. Notwithstanding anything herein contained to the contrary, no action shall be required or permitted to be taken under these Bylaws or by the officers or Directors of this Corporation that would not be permitted to be taken by an organization described in Sections 501(c)(3) and 509(a)(3) of the Code or which would result in the imposition of federal tax under Sections 4941 through 4945 of the Code.
ARTICLES OF INCORPORATION
(NONSTOCK CORP.)
The following Articles of Incorporation are duly adopted pursuant to the authority and provisions of Chapter 181 of the Wisconsin Statutes.
ARTICLE 1
Name
The name of the corporation is: "Sun Prairie Education Foundation, Inc."
ARTICLE II
Existence
The period of existence shall be perpetual.
ARTICLE III
Purposes
The corporation is organized, and shall at all times hereafter be operated, exclusively for the support or benefit of, to perform the functions of, or to carry out the purposes of, one or more beneficiary organizations belonging to the class consisting of those organizations which are described in sections 509(a)(1) or (2) of the Code, whether such organizations exist now or hereafter ("Supported Organizations"). In furtherance thereof, the corporation shall be organized and operated exclusively for, and its activities shall be limited to, such charitable, scientific, literary and/or educational purposes as will benefit, carry out the purposes, and/or perform the functions of one or more Supported Organizations.
ARTICLE IV
Powers
The corporation shall have all powers conferred upon nonstock, nonprofit corporations organized under Chapter 181 of the Wisconsin Statutes and any successor provisions thereof as now or hereafter enacted or amended. Such powers shall be exercised only in fulfillment of the purposes of the corporation set forth in Article III.
ARTICLE V
Principle Office
The principle office is located in Dane County, Wisconsin. The address of the principle office is:
501 South Bird Street
Sun Prairie, WI 53590
ARTICLE VI
Registered Agent
The name and address of the Registered Agent of the corporation is:
ARTICLE VII
Board of Directors
The Board of Directors shall manage the affairs of the corporation. The number and manner of election or appointment of Directors and their terms of office shall be provided in the Bylaws, but the number of Directors shall not be less than fifteen(15). The Bylaws may classify the Board of Directors, and may provide for the staggering of the terms of the Directors. The Bylaws shall set forth the procedures for naming a successor Controlling Organization in the event the Foundation fails to meet these requirements, so that this Corporation shall continue at all times to be qualified as a Supporting Organization under section 509(a)(3) of the Code.
ARTICLE VIII
Members
The corporation shall have no members.
ARTICLE IX
Restrictions
Notwithstanding any other provisions of these Articles of Incorporation, the corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Code, or (b) by a corporation, contributions to which are deductible under sections 170 (c)(2), 2055(a)(2) and 2522(a)(2) of the Code.
No part of the net earnings of the corporation shall inure to the benefit of any private individual within the meaning of section 105(c)(3) of the Code.
No substantial part of the activities of the corporation shall consist of carrying on propaganda, or otherwise attempting, to influence legislation, except as may be permitted by section 501(h) of the Code.
The corporation shall not participate in, or intervene in (including the publishing or distributing of statements) any political campaign on behalf of (or in opposition to) any candidate for public office.
If at any time the corporation becomes a "private foundation" within the meaning of section 509(a) of the Code, the following additional restrictions shall apply:
The corporation shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by section 4942 of the Code.
The corporation shall not engage in any act of self-dealing as defined by section 4941(d) of the Code.
The corporation shall not retain any excess business holdings as defined in section 4943(c) of the Code.
The corporation shall not make any investments in such manner as to subject it to the tax under section 4944 of the Code.
The corporation shall not make any taxable expenditures as defined in section 4945(d) of the Code.
ARTICLE X
Tax Status
It is intended that the corporation shall have the status of an organization (1) which is exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code and which is other than a private foundation within the meaning of section 509(a)(3) of the Code; (2) to which contributions are deductible for federal income tax purposes under section 170(c)(2) of the Code; and (3) to which gifts and bequests are deductible for federal, estate and gift tax purposes under sections 2055(a)(2) of the Code. These Articles shall be construed, and all authority and activities of the corporation shall be limited, accordingly.
ARTICLE XI
Code
All references in these Articles to sections of the "Code" shall be considered references to the Internal Revenue Code of 1986 as from time to time amended, to the corresponding provisions of any similar laws subsequently enacted, and to all regulations issued under such sections and provisions.
ARTICLE XII
Dissolution
The corporation may be dissolved in the manner provided in section 181.50 of the Wisconsin Statutes or any successor provision, with the exception that the dissolution shall be authorized at a meeting of the Board of Directors upon the adoption of a resolution to dissolve by the vote of three-fourths (3/4) of the Directors in office. In the event of dissolution, no liquidation or other dividends or distributions of property shall be declared or paid to any private individual, and the assets of the corporation shall be distributed as follows: (1) all liabilities and obligations of the corporation shall be paid, satisfied and discharged, or adequate provision shall be made therefore; and (2) all remaining assets shall be distributed to one or more organizations organized and operated exclusively for charitable, scientific, literary and/or educational purposes which are exempt from taxation under section 501(c)(3), contributions to which are deductible pursuant to section 170(c)(2), 2055(a)(2) and 2522(a)(2) of the Code, and are not private foundations within the meaning of section 509(a) of the Code, as may be designated by the Board of Directors of the corporation, or in any other event, as determined by the Circuit Court of Dane County, Wisconsin.
ARTICLE XIII
Amendment
These Articles may be amended from time to time by the vote of a majority in number of all of the then Directors of the corporation, however no amendment shall substantially change the purposes of this corporation, and no amendment of Article XII shall be made without the vote of three-fourths (3/4) of the then Directors of the Corporation.
Executed in duplicate on October, 2003.
