Lake Area Foundation Bylaws
LAKE AREA FOUNDATION, INC.
NAME AND PURPOSE
Section 1. Name: The name of the organization shall be Lake Area Foundation, Inc. (the “Foundation”). It shall be a nonprofit organization incorporated under the laws of the State of Kentucky.
Section 2. Purpose: Lake Area Foundation, Inc. is a community foundation organized exclusively for charitable and educational purposes. The mission of the organization is to encourage philanthropic giving by providing an accessible means for contributions to be made to permanent endowments that benefit charitable concerns related to community and economic development, education, health and human services, the arts, public recreation and civic beautification. Grants shall be made for the purpose of improving the quality of life in our communities and leaving a legacy for upcoming generations to build upon. The service area shall include Adair, Casey, Clinton, Cumberland, Green, McCreary, Pulaski, Russell, Taylor and Wayne counties in Kentucky, and other geographic areas of the state recommended for inclusion by the Foundation Board of Directors.
Section 1. Eligibility for membership: The initial general membership of the Foundation shall consist of a minimum of five (5) but no more than ten (10) member advisory committees from each of the ten (10) counties in the Lake Cumberland region along with all members of the Board of Directors. After the initial organization, general membership shall include all of the above stated as well as all current and former Foundation Board of Directors members currently residing in the ten county service area in Kentucky. Former members residing outside the area are considered ex officio members without voting privileges and are not considered members in determining a quorum for any meeting. Membership shall be subject to the new member agreeing to be bound by the rules and bylaws of the Foundation.
Section 2. Membership Record: The Foundation shall keep a membership record containing the name and address of each member. Members shall serve without compensation except for reasonable expenses incurred for the foundation.
Section 3. Powers and Duties: The general membership of the foundation shall:
(1) Recommend members of the Board of Directors as provided in Article IV.
(2) Explain the purposes and method of operation of the Foundation to others and seek to promote its growth.
(3) As individuals, advise members of the Board of the resources, needs, problems and conditions that exist in the community.
(4) Assist the Board and staff in the activities of the Foundation.
Section 4. Election of Directors: Each county, through the general membership in that county, shall recommend to the LAF Board of Directors one advisory committee member to serve on the Foundation Board of Directors. Additionally, a nominating committee of the LAF Board of Directors shall recommend five members as outlined in Article IV, Section 1. The election of Directors shall be accomplished at the May LAF Board meeting each year. .
MEETINGS OF MEMBERS
Section 1. Annual Meetings: The annual meeting of the general membership of the Foundation shall be held on the third Tuesday in August each year or such other date as the Foundation Board of Directors shall designate.
Section 2. Special Meetings: Special meetings of the members may be called by the Chair or in the case of his absence, death or disability, by the Vice Chair or by the Board by action at a meeting.
Section 3. Notice of Meetings: Written notice specifying the time, date and place of all meetings of members shall be mailed and/or e-mailed to each member at least one week prior to the meeting
Section 4. Waiver of Notice: Notice of the time, place or purpose of any meeting of members, whether required by the provisions of the laws of the Commonwealth of Kentucky or by these bylaws shall be dispensed with if every member shall attend such meeting either in person or by proxy, or if every absent member shall in writing, file with the records of the meeting either before or after the holding thereof, waive such notice.
Section 5. Quorum: A quorum of the members shall consist of at least a majority of all the members holding membership. Any number less than a quorum may adjourn any meeting until the quorum is present and no notice of such adjourned meeting shall be necessary.
Section 6. Voting Rights: In all matters each member shall have one vote and they may be represented by proxy with the same effect as though they were personally present.
Section 7. Organization of Members’ Meetings: The Chair of the Foundation or, if absent, the Vice Chair shall call the meetings of the members to order, and the Secretary of the Foundation shall act as Secretary of such meetings. In the absence of these officers, the meeting may designate a pro tem Chair and Secretary.
Section 8. Order of Business: No formal order of business need be followed in any meeting. Discussion at meetings will be limited to the purposes, programs and operations of the Foundation.
Board of Directors
Section 1. Number and Qualification: The Board of Directors shall consist of fifteen (15) individuals, which number may be increased or decreased by amendment to these bylaws. Directors shall be United States citizens residing in one of the counties served by the Foundation. Directors shall be elected on the basis of knowledge of and concern for the education, cultural, civic, human service, public recreation, economic, natural resource and charitable needs of the region. The purpose of this provision is to make the Board generally representative of the public interest in the concerns and opportunities of the communities we serve. Directors of the Foundation shall be selected as follows: one member to represent elected officials, one member to represent the medical community, one member to represent the legal community, one member to represent the business community, one member to represent education to be appointed by the Lake Area Foundation Board of Directors and ten at-large members, one from each of the ten member counties, to be elected and sent forth by the membership of each individual county. Each member voting may vote for as many candidates as there are members to be elected, but may cast only one (1) vote per candidate.
Section 2. Election: Prior to the LAF Board of Directors meeting each November, membership from each county with a vacant or expiring board term shall put forth a nominee for that Foundation Board of Directors seat. Additionally, the LAF board nominating committee shall propose a slate of individuals to fill any existing vacancies in the five field of interest Foundation board seats. The Foundation Board of Directors then collect all names from the various sources and recommend this slate to the LAF full board for seating. Members for all expiring terms are to be seated in February of each year.
Section 3. Termination: Members of the Board who cease to be qualified shall cease to be members of the Board. Failure to attend three consecutive meetings of the Board without excuse acceptable to the Board shall operate as a tender of resignation. Vacancies by death, resignation, refusal to serve or otherwise, shall be filled for the unexpired term by a majority vote of the Foundation directors. The person shall remain a member of the Board for the remainder of the term of the person replaced and shall serve until the successor is elected.
Section 4. Term of Office: The term of office of a director shall be three years. No director shall be eligible to serve for more than six years consecutively, unless the director must remain on the board for one additional year in order to fulfill a two year term as an officer. A person shall not be eligible to be elected if he served previously as a director within the past two years.
In seating the first board, terms will be staggered so that initial appointments shall be for one, two and three years, to be determined by a drawing; with all subsequent terms being three year terms.
Section 5. Powers and Duties:
(1) Except as provided in the Articles of Incorporation or in these bylaws, all the powers, duties and functions of the Foundation shall be exercised, performed or controlled by the LAF Board.
(2) The Board shall have general charge of the affairs, property and assets of the Foundation. It shall be the duty of the Board to carry out the aims and purposes of the Foundation and to manage and control all of its property or assets. Each member of the Board shall serve in a fiduciary capacity.
(3) The Board is hereby committed to exercise, in the best interest of the Foundation, the powers described in Treasury Regulation Section 1.170A-9(e) (11) (v) (B), (C) and (D).
(4) The Board is committed to obtain information and to take appropriate steps to see each trustee, custodian or agent administer the funds of the Foundation in accordance with the provisions of Treasury Regulation Section 1.170A-9(e) (11) (v) (F).
(5) The Foundation Board may engage persons as are needed for accounting and other specialized services needed in the administration of the Foundation and to pay reasonable compensation for such services and expenses.
(6) With respect to its relations with donors and trustees, the Board shall have the following powers:
a. To modify any restriction or condition on the distribution of funds for any specified charitable purposes or to a specified organization, if in the sole judgment of the board, such restriction or condition becomes, in effect, unnecessary, incapable of fulfillment or inconsistent with the charitable needs of the community served.
b. To replace a participating bank, custodian or agent for breach of fiduciary duty.
c. To obtain information and take appropriate steps to see each bank, custodian or investment agent is performing in accordance with a fiduciary standard required by state and federal laws and is earning a reasonable return of income over a reasonable period.
d. To replace a bank, custodian or agent for failure to earn a reasonable return of income over a reasonable period.
e. If there may be grounds for exercising this power, the Board shall notify the bank, custodian or agent involved and provide a reasonable opportunity for explanation and, if it shall so determine, for correction. The Board shall exercise this power of replacement at a meeting upon the affirmative vote of a majority of the members of the Board.
Meetings of the Board of Directors
Section 1. Meetings: Regular meetings shall be held at least quarterly at such time and place as the Chair determines. The Chair may call additional regular meetings as necessary.
Section 2. Special Meetings: Special meetings of the Board may be called by the Chair upon the request of any two directors. A majority of the members of the Board in office shall constitute a quorum. Notice of each Special Meeting shall be given to each director at least three (3) business days prior to the meeting. Notice shall be provided as set forth in Section 3 of this Article.
Section 3. Notice of Meetings: Notice of all regular Board meetings shall be given to each director al least one week prior to such meeting. Notice may be by U.S. mail, telephone, email or fax. Such notice may be waived by the directors. At any meeting at which every director shall be present, even without any notice or waiver thereof, any business may be transacted. It shall not be necessary that any notice of a meeting state the matters to come before the meeting. All lawful matters may be transacted without specification in the notice, except if bylaws are to be made, altered or repealed, such shall be specified in the notice. All meetings of the Board may adjourn to a later date, and no notice of adjournment shall be necessary. Except as otherwise specifically provided in these bylaws or as is required by law, actions approved by the affirmative vote of a majority of the directors present at a meeting at which a quorum is present shall be the action of the Board.
Section 4. Order of Business: No formal order of business need be followed in any meeting of the Board, either regular or special. Discussion at meetings will be limited to the purposes, programs and operations of the Foundation.
Section 5. Miscellaneous:
(1) The Foundation shall be audited annually. An independent accountant recommended to the Foundation’s Audit Committee and hired by the LAF Board shall conduct an annual audit and report to Audit Committee which shall in turn report to the Foundation Board. The audit report shall be a matter of public record.
(2) The Board shall, at least annually, distribute a written report of its financial condition, activities and distributions to representative persons and organizations in its service area so as to inform the public of the operations of the Foundation. Local media outlets and electronic dissemination of this information shall be used to augment printed materials.
(3) It is the responsibility of the Board to make the Foundation and its purposes known to the people in its service area and to provide this information to both donors and grant applicants from a wide segment of the population.
(4) To the extent permitted by the laws of the Commonwealth of Kentucky, neither the Board nor any of the directors individually shall be liable for the negligent acts or omissions of an employee, agent or representative selected with reasonable care nor for anything the Board may do or refrain from doing in good faith, including but not limited to the following: errors in judgment, acts done or committed on advice of counsel, or mistakes of fact or law.
Section 1. Designation and Term. The officers of the Foundation shall be Chair, Vice-Chair, Secretary and Treasurer of the Foundation board, all of whom must be directors. The Board of Directors may also elect additional officers as they deem desirable. Officers shall be elected at the last meeting of the Foundation Board of Directors each fiscal year and shall hold office until the date fixed for the next election of such officers, and until their successors are elected and qualified.
Section 2. Duties: The officers of the Foundation shall have such authority and shall perform duties as are customarily incident to their respective offices, and such other lawful duties as may be required by the Board or the Chair.
Section 3. Executive Director: The Executive Director of LAF shall staff the Foundation and be an ex-officio member of the Foundation Board of Directors and of all the committees of the Foundation with voice but not vote; and shall designate the duties of and have general supervision of all other employees assigned to staff the Foundation. The Executive Director shall be in charge of the Foundation office and, in the absence of the Chair, shall be considered the chief executive officer of the Foundation.
Section 4. Executive Assistant: A staff member may be designated by the LAF Board to serve as the Executive Assistant to the Foundation Board and, in the absence of the Executive Director, this person shall assume the authority and responsibilities of the Executive Director.
Section 1. Standing Committees: There shall be standing committees as set forth below in this section. The committee chairs shall be appointed by the Chair and a minimum of two (2) members of each committee must come from the Foundation Board of Directors. The committee chair and Chair shall appoint the members to each committee.
(1) Advisory Committee. This committee shall act in a general fashion to consult with and make recommendations to the Board as to the general operation of the Foundation. It may address particular issues assigned to it from time to time by the Chair, the Board or the committee chair.
(2) Distributions Committee. This committee shall review all grant applications submitted in the Foundation’s Community Grant Program and make recommendations to the Board as to which grants should be approved and the amount of each grant. It shall adopt procedures and guidelines for grant applications, which shall be sufficient to apprise the committee of the nature of the project for which distribution is sought, the cost of the project, the need for the project and the purpose to be served. It should specify the times at which application are to be submitted and publicize this so those who have applications to submit will be apprised of the due date. The distribution committee should represent a cross section of our community.
(3) Investment Committee. This committee shall establish procedures and Guidelines sufficient to provide the Board of Directors information relative to the performance of the funds under management by its trustee banks, investment advisors or other parties deemed necessary. The investment committee shall incorporate into its procedures and guidelines a quarterly review of the performance of the trustee banks, investment advisors or other parties. The committee will be comprised of not less than three (3) members. Members of the committee will meet with a representative of each trustee bank or other financial advisor not less than quarterly.
(4) Audit Committee. The audit committee is responsible for working with staff and the independent auditor to provide all information needed to perform the audit. . The auditor reports to the audit committee, and the committee reports to the Foundation Board of Directors.
(5) Nominating Committee. The nominating committee shall be comprised of the past presidents of the Foundation who are willing and able to serve, and current members of the Board who are not standing for election to a Board office or for re-election to the Board. The Board Chair shall appoint these committee members. This committee shall collect recommendations for at-large members from individual counties and present this slate of individuals to the Foundation Board as a recommendation for seating as Foundation Board Directors. The nominating committee also recommends a slate to stand for election to fill the officer positions for the Foundation Board.
Section 2. Other Committees: The Board may provide for other standing or special committees as it deems desirable and discontinue them at its pleasure. Each committee shall have the powers and perform duties or functions as may be delegated to it by the Board.
Section 3. All Committees:
(1) Unless otherwise stated in the Bylaws, all committees shall have at least one director as a member and may include persons other than Board members.
(2) The Board may change the number of persons and the number of Board members on each committee.
(3) All actions taken by the committees shall be advisory recommendations for the Board which may accept, reject or amend any action by committees.
Gifts to the Foundation
Section 1. Types of Individual Funds: The individual funds of the Foundation shall be classified as:
(1) Discretionary Funds. These are funds in which the donor gives the Foundation Board full discretion to apply the income each year to support the general charitable purposes of the Foundation and to meet the most pressing current needs of the area. The Foundation has the flexibility to respond to new programs, emergency needs and innovative activities that otherwise might not be funded.
(2) Field-of Interest Funds. These are funds in which the donor specifies specific fields of interest for which the income may be used. The Foundation appropriates the income annually to such projects or organizations operating within these fields as will in its judgment best meet the donor’s objectives.
(3) Donor Advised Funds. These are funds which allow the donor to make periodic suggestions relative to recipients of the distributions; these suggestions are subject to approval by the Foundation’s Board of Directors.
(4) Donor Designated Funds. These are funds in which the donor designates the specific charitable organization or institution to which the annual income is to be distributed. The initial designation of the recipient must be approved by the Foundation’s Board of Directors. Scholarship funds are one category of designated funds.
Section 2. Gifts to the Foundation: Gifts to an existing fund at the Foundation may be in any amount. Named unrestricted funds which carry a specific name designation may originate with not less than $5,000. Donor advised funds, donor designated funds, field of interest funds, scholarship funds or any fund which carries a specific name designation, must originate with not less than $10,000. A $10,000 gift may be considered within this requirement if paid within 30 days or if the Board approves a formal request from the donor(s) to build a fund within a specified period of time. The specific requirements of a building over time arrangement shall be contained in a written document signed by the donor and a representative of the Foundation Board.
Section 3. Acceptance: Donors may make gifts to the Foundation by naming or otherwise identifying the Foundation. It is not required that a trustee bank, custodian or agent be designated for the Foundation to receive the property contributed. Gifts shall vest in the Foundation upon receipt and acceptance by the Board.
Section 4. Designation of Trustees: The Foundation may enter into agreements with banks, custodians or agents having custody of funds of the Foundation and specify the terms of such custody. A donor may suggest which of the Foundation’s banks, custodians or agents shall have custody and manage their gifts of at least $10,000. All gifts shall be subject to the powers of removal vested in the Board and contained in Section 5 of Article IV. If a donor does not suggest a custodian, the Board may designate one of its banks, custodians or agents to administer the investment of the gift.
Section 5. Terms of Gifts: Each donor making a gift to the Foundation accepts and agrees to all the terms of the Articles of Incorporation and these bylaws, and provides the fund so created shall be subject to the provisions for the presumption of donors’ intent for modification of restrictions or conditions and for amendments and termination and to all other terms of the Articles of Incorporation and Regulations of the Foundation and any trust, custodian or agency agreement between the Foundation and trustee banks, custodians or agents having custody of the funds of the Foundation as from time to time may be amended.
Section 6. Non-Component Funds: If a gift is made to a bank in trust to make income or other payments to the Foundation, followed by payment to any individuals or for non-charitable purposes, the gift shall not be treated as Foundation funds. Only the income received by the Foundation shall be regarded as Foundation funds, subject to the Articles of Incorporation and these bylaws and then only when the Foundation becomes entitled to its use. If a gift is made to a bank in trust to make income or other payments for a period of a life or lives or term of years to any individuals or for non-charitable purposes, followed by payments to the foundation, it shall be treated similarly until all non-charitable interests expire and the fund becomes a component fund of the Foundation. The board may take such actions it deems necessary or desirable to further the Foundation’s interests in any funds, whether components or non-components, or protect its right to receive payments form such funds.
Section 7. Designation of Beneficiary: Any donor may, within limits of policy as the Foundation may declare in writing, give directions in the instrument of gift or transfer as to (i) the field of charitable purposes or particular charitable organizations or purposes to be supported, (ii) the manner of distribution, including amounts, time and conditions of payments and whether from principal and/or income, and (iii) a name as a memorial or otherwise for a fund the donor established, or for addition to a fund previously held, (iv) anonymity for the gift.
Section 8. Investment of Funds: No gift shall be required to be separately invested or held unless necessary in order to prevent tax disqualification or it is required by law.
Section 9. Presumptions: Each fund shall be presumed to be intended (i) to be used only for charitable purposes, (ii) to be productive of a reasonable return of net income over a reasonable period of time which is to be distributed at least annually, or if it is accumulated, to be accumulated only in a reasonable amount and for a reasonable period for a charitable purpose and (iii) to be used only for those purposes and in such manner as not to disqualify the gift from deduction as a charitable contribution, gift or bequest in computing any federal income, gift or estate tax of the donor or their estate, and not to disqualify the Foundation from exemption from federal income tax as a qualified charitable organization described in sections 501(c)(3) and 509(a)(1) of the Internal Revenue Code of 1954 and shall not be otherwise applied. A donor may not impose any material restriction or condition that prevents the foundation from freely and effectively employing the transferred assets or the income derived therefrom in furtherance of its charitable purposes. If a direction by the donor, however expressed, would, if followed, result in use contrary to the intent so presumed, or if the Board is advised by counsel there is a substantial risk of such result, the direction shall not be followed. It shall be varied by the Board so far as necessary to avoid such result, except if the donor has clearly stated compliance with the direction is a condition of the gift, then the gift shall not be accepted unless an appropriate judicial or administrative body first determines the condition and direction need not be followed. Reasonable charges and expenses of counsel for such advice and proceedings shall be proper expenses. For purposes of these regulations, “charitable purposes” includes educational, religious, scientific, public and other purposes which are deductible under Section 170 of the Internal Revenue code of 1954 and “qualified charitable organization” means an organization which is described in Section 170(c)(1) or (2) of the code.
Section 10. Modification of Restrictions or Conditions: Notwithstanding any provision in these regulations or in any instrument of transfer creating or adding to a fund of the Foundation, and in accordance with Article III (d) of the Articles of Incorporation of the Foundation, the Board shall have the power to modify any restriction of condition on the distribution of funds for any specified charitable purposes or to specified organizations if in the sole judgment of the Board (without the necessity of the approval of any trustee, custodian or agent), such restriction or condition becomes unnecessary, incapable of fulfillment or inconsistent with the charitable needs of the community or area served. The Board shall exercise this power by the affirmative vote of a majority of the members of the Board.
Section 11. Relations with Other Charitable Organizations: In pursuing the Foundation’s charitable objectives, the Board shall have the authority to cause to be formed or enter into relationships with other organizations described in section 501(c)3 of the Internal Revenue Code, including organizations operated for the benefit of and to carry out the purposes of the Foundation. The Foundation may exercise supervision and control over any organization as is necessary to qualify as an organization described in section 509(a)(3) and the regulations thereunder.
Distributions and Disbursements
Section 1. Distribution of Funds: The Board of Directors, not less frequently than yearly, shall (i) determine all distributions to be made from net income and principal of this Foundation (including funds held by trustees, custodians or agents of the Foundation)pursuant to the provisions of the Articles of Incorporation, these Bylaws, the Regulations and the donors’ directions if and to the extent applicable as provided herein; (ii) make or authorize and direct the respective trustees, custodians or agents having custody of funds of the Foundation to make payments to organizations or persons to whom payments are to be made in such amounts and at such times and with such accompanying restrictions, if any, as it deems necessary to assure their use for the charitable purposes and in the manner intended; and (iii) determine all disbursements to be made for administrative expenses incurred by the Foundation and direct the respective trustees, custodians or agents as to payment.
Section 2. Notice to Trustees, Custodians and Agents: Determination may be made to distribute capital from funds given without directions as to principal or income as well as pursuant to directions expressly permitting use of principal. However, the Board shall inform the trustee, custodian or agent having custody of the funds of the Foundation as far in advance as the Board deems practicable to permit the bank, custodian or agent to adjust its investment policies accordingly. The Board may, upon advice from the bank, custodian or agent determine how the desired distribution and necessary liquidation of investments can most economically be accomplished and adjust its directions for distributions as it deems practicable.
Section 3. Disbursements: The Board shall gather and analyze facts and conduct investigation and research as necessary to determine the most effective agencies and means for meeting the needs of the community or areas served through application of funds for charitable purposes. It may direct disbursements for fact gathering and analysis, investigation and research from funds given for such purposes or from funds given without designation as to purpose. Disbursements for other proper expenses incurred by the Board, including salaries for such professional and other assistance as it deems necessary, shall be paid first from any funds designated for such purpose and any balance out of income from funds of the Foundation or such of its principal as is not specifically restricted against such use.
Section 4. Distribution to Other Organizations: The board may, when needs have been determined and with appropriate provisions to assure use solely for such purposes, direct distributions to such persons, organizations, governments, or governmental agencies as can best carry out such purposes or help create new qualified charitable organizations to carry out such purposes.
Indemnification and Insurance
Section 1. Authorization:
(1) If any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, seeks indemnification from the Foundation against expenses, including attorney fee (an in the case of actions other than those by or in the right of the foundation, judgments, fines and amounts paid in settlement), actually and reasonably incurred by such person in connection with such action, suit or proceeding by reason of the fact that such person is or was a director or officer of the Foundation or is or was serving at the request of the Foundation as a trustee, director, officer, employee or agent of another corporation, domestic, or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise, then unless such indemnification is ordered by a court, the Foundation shall determine or cause to be determined in the manner provided under the statues or precedent of the state of organization of this Foundation whether or not indemnification is proper in the circumstances because the person claiming such indemnification has met the applicable standards of conduct set forth in such statues and precedent and, to the extent that it is so determined that such indemnification is proper, the person claiming such indemnification shall be indemnified.
(2) The indemnification provided by the Section (1.) shall not be deemed exclusive of any other rights to which any person seeking indemnification may be entitled under the Articles or any agreement, vote of members or disinterested directors, or otherwise, both as to action in their official capacity and as to action in another capacity while holding such office and shall continue as to a person who has ceased to be a member of the Board of Directors, officer, employee or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.
Section 2. Insurance: The Foundation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Foundation or is or was serving at the request of the Foundation as a director, officer, employee or designated agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust or other enterprise.
Books and Records
The Foundation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors and committees having any of the authority of the Board.
The fiscal year of the Foundation shall be the twelve month period ending on the last day of June, or such other period as may be designated by the Board of Directors.
These bylaws may be amended or repealed by a majority vote of the Lake Area Foundation, Inc., Board of Directors present in person or by proxy, at a meeting called for that purpose or at any annual meeting of the members.
Adopted by the Lake Area Foundation Regional Board of Directors this 12th day of October, 2015.