Baker Science Foundation Bylaws
BYLAWS OF THIS NON PROFIT CORPORATION
THE DOCTOR DAVID W. BAKER MEMORIAL STUDENT-SCIENCE FOUNDATION
Section 1 ― The name of the corporation shall be The Dr. David W. Baker Memorial Student-Science Foundation.
Section 1 ― This corporation shall be incorporated as a Public Benefit Nonprofit Corporation under the laws of the State of Montana and shall operate for public or charitable purposes.
Section 2 ― This corporation is organized exclusively for charitable, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Section 3 ― The Dr. David W. Baker Memorial Student-Science Foundation provides financial support for middle and high school students and/or their mentors to pursue science-oriented scholastic activities and projects that enhance the basic school curriculum.
BOARD OF DIRECTORS
Section 1 ― This corporation shall not have voting members. The management and affairs of the corporation shall be at all times under the direction and control of the Board of Directors.
Section 2 ― The operations of the Board of Directors in governing this corporation shall be in accordance with statute and these bylaws. In the absence of greater specificity or amplification in these bylaws, the provisions of the Montana Nonprofit Corporation Act shall prevail.
Section 3 ― The minimum number of Directors for this corporation shall be five (5) and the maximum number shall be seven (7).
Section 4 ― All Directors shall be individuals and a majority of them shall be citizens of the United States of America.
Section 5 ― The Board of Directors shall consist of two (2) designated Directors and the remaining number shall be appointed Directors.
Section 6 ― The designated Directors shall be any two (2) of the three (3) surviving children of Dr. David W. Baker, in whose memory this Foundation was established, namely Andrew C. Baker, Erik C. Baker, or Paula A. Baker. The initial designated Directors shall be Andrew C. Baker and Erik C. Baker. The terms of the designated Director positions shall be indefinite so long as those positions are filled by any of the surviving children of Dr. David W. Baker. If a designated Director position becomes temporarily vacant then it shall be filled by an appointed Director. Any of the surviving children of Dr. David W. Baker are immediately eligible to resume a designated Director position upon expiration of the appointed Director's term, however this intent shall be transmitted in writing to the Board of Directors at least 30 days in advance. In the event that one or both of the designated Director positions no longer has the possibility to be filled by Andrew C. Baker, Erik C. Baker, or Paula A. Baker, then each such position shall permanently revert to an appointed Director position. Such condition will exist when the named designated Directors herein are deceased, or fail to correspond with the Board of Directors for a period of over one year, or transmit to the Board of Directors in writing that they permanently decline acceptance of a designated Director position.
Section 7 ― Appointed Directors shall be nominated to the position by at least two (2) Directors of the Board of Directors. Appointed Directors shall be confirmed to the position by Resolution with a unanimous vote of the Board of Directors and the result shall be recorded by the Secretary. The normal term of an appointed Director shall be two (2) years. The terms of the appointed Directors shall be staggered such that each year not less than one-third and not more than two-thirds of the terms of the appointed Director positions on the Board shall expire. The terms of a selected number of appointed Directors may at certain times be adjusted to a period of one (1) year in order to maintain the staggered term ratio of the preceding requirement. The expiration date for all terms of appointed Directors shall coincide with the end of Fiscal Year of the corporation. Appointed Directors may be reconfirmed for successive terms. The term of an appointed Director filling the vacancy of a previously appointed Director shall expire at the end of the unexpired term that the appointed Director is filling. The term of an appointed Director filling the temporary vacancy of a designated Director position shall be two (2) years from the date of confirmation unless the Board of Directors adopts by Resolution a lesser term for that specific vacancy.
Section 8 ― A Director may resign at any time by delivering written notice to the Board of Directors.
Section 9 ― An appointed Director may be removed without cause by Resolution requiring a unanimous vote of the remaining Directors on the Board. The Board of Directors shall deliver written notice of such removal to the appointed Director.
Section 10 ― Directors shall receive no compensation for their service on the Board of Directors.
Section 1 ― This corporation shall have four (4) officers: President, Vice-President, Secretary, and Treasurer. These offices shall be held by Directors of the corporation and a Director may simultaneously hold more than one office.
Section 2 ― The Board of Directors shall nominate the officers from their ranks and approve the selections by unanimous Resolution. The term of office for an officer shall coincide with the respective term of the Director holding that office.
Section 3 ― The President shall preside at regular meetings of the Board of Directors. The President shall be authorized to call special meetings of the Board of Directors.
Section 4 ― The Vice-President shall preside at regular meetings of the Board of Directors in the absence of the President. The Vice-President shall serve as acting President in the event that the President is unable to execute the office.
Section 5 ― The Secretary shall prepare, record, and distribute agendas and minutes for all meetings of the Board of Directors. The Secretary shall have primary responsibility for record keeping and for authenticating records of the corporation.
Section 6 ― The Treasurer shall be responsible for managing the financial affairs of the corporation including the accounting system, financial record keeping, and banking procedures. The Treasurer shall distribute a financial report at all regular meetings of the Board of Directors and be responsible to file all legally required financial statements to government agencies. The Treasurer shall make available to the public all financial information required by law.
Section 7 ― In order to ensure the continuity of key operational functions, the corporation shall have alternate/backup officers for the offices of Secretary and Treasurer. The Board of Directors shall nominate the alternate/backup officers from their ranks and approve the selections by unanimous Resolution. The alternate/backup officers shall not simultaneously hold any other office of the corporation. An alternate/backup officer shall assume the duties of the respective office when it is determined that the primary officer is unable to execute the duties of that office. Such determination shall be made when the primary officer notifies the Board of Directors in writing of the inability or the inability is recognized by Resolution requiring a unanimous vote of the remaining Directors on the Board. The Board of Directors shall adopt policies for the alternate/backup officers to maintain backups of the record keeping and accounting systems.
Section 1 ― The Board of Directors may establish committees and appoint its members as needed to carry out the mission of the corporation. At least one (1) Director shall be appointed to each committee and serve as its chair.
Section 2 ― The chair of each committee shall make a progress or status report at regular meetings of the Board of Directors.
MAJOR BUSINESS ITEMS, RESOLUTIONS OF THE BOARD
Section 1 ― Each major item of business of the corporation, as identified in this Article, shall be executed by a separate Resolution of the Board of Directors. Such Resolution shall be approved by a majority vote of the Board of Directors.
Section 2 ― Each Resolution shall be a separate document that is filed with the permanent records of the corporation. At a minimum, the following information shall be included with each Resolution: date of adoption or execution, purpose of the item, narrative explanation of the item, funds budgeted for the item (if any), authorized expenditures for the item (if any), duration of the item (if applicable), and a record of the votes cast by the Board of Directors for or against the Resolution. A standard form may be used for this purpose.
Section 3 ― Programs of the corporation shall be established by Resolutions of the Board. These include, but are not limited to, specific assistance to individuals, support to other organizations, educational programs, and cooperation with other foundations.
Section 4 ― Policies and Guidelines of the corporation shall be adopted by Resolutions of the Board. These include, but are not limited to, legal authorization for student participation in sponsored activities; approved expenses; expense reporting procedures; qualifications for appointed Directors, mentors, advisors, and volunteers; solicitation of funds; codes of conduct; conflicts of interest; and public relations.
Section 5 ― Committees of the corporation shall be established by Resolutions of the Board. Such Resolutions shall specify the duration for existence of the respective committee.
Section 6 ― Budgets and financial expenditures of the corporation shall be approved by Resolutions of the Board. Funds may be allocated to accounts or programs after which no further specific approval for expenditure of such funds shall be required, however this flexibility shall be stipulated in the authorizing Resolution.
MINOR BUSINESS ITEMS
Section 1 ― Minor business items of the corporation may be executed by a voice vote of the Board of Directors with the result recorded in the minutes of the respective meeting. Approval of minor business items shall require a majority vote of the Board of Directors.
Section 1 ― The fiscal year of this corporation shall be the calendar year from January 1 to December 31.
Section 1 ― Regular meetings of this corporation shall consist of an annual meeting in the month of December and four (4) quarterly meetings, each of which shall be held in the respective quarter of the fiscal year.
Section 2 ― The order of business for regular meetings shall be: 1) roll call, 2) review and/or correction of the minutes of the preceding meeting, 3) reports of the officers, 4) reports of the committee chairs, 5) old or unfinished business, 6) new business, and 7) adjournments.
Section 3 ― The Secretary shall give at least ten (10) days advance notice to all Directors of the place, date, and time of all regular meetings. Such notice shall include the agenda for the meeting and any arrangements for conference calling.
Section 4 ― Meetings may be held in the state or out of the state. Participation in any meeting may be by means of a telephone conference call or similar communication equipment through which all persons participating in the meeting can hear each other at the same time. Participation in this manner constitutes presence in person at a meeting.
Section 5 ― The minimum agenda for the annual meeting shall consist of a report by the President on activities of the corporation, a report by the Treasurer on the financial condition of the corporation, and approval of appointed Directors who shall succeed those whose terms will expire at the end of that fiscal year.
Section 6 ― Special meetings may be called by the President, or the Vice-President in the case when serving as acting President, or when requested by a majority of the Board of Directors. A majority of the Board of Directors shall agree as to the place, date, and time of such meeting and any arrangements for conference calling. The agenda for the special meeting shall be distributed in advance of the meeting and only those matters that are within the purpose or purposes described in the agenda shall be considered during the special meeting.
Section 7 ― The presence of at least a majority of the Board of Directors shall constitute a quorum and shall be necessary to conduct the business of this corporation, except specifically for those matters stipulated in Article III and Article XI of these bylaws that require a greater number of votes by the Board of Directors.
FINANCIAL AND LEGAL PROCEDURES
Section 1 ― Checks or any other instrument for expenditure or withdrawal of the corporation's funds shall require signature by two (2) Directors, one of whom shall be the Treasurer.
Section 2 ― Contracts, purchase orders, or other instruments that incur financial obligation upon the corporation shall require signature by two (2) Directors, one of whom shall be the Treasurer.
Section 3 ― Written receipts for all expenditures made using the corporation's funds along with a written expense record shall be submitted to the Treasurer within a reasonable period of time after such expenditures are made. Exceptions to this requirement shall be special cash awards made without stipulation and funds disbursed to other charitable organizations who shall be responsible for the final disbursement of such funds.
Section 4 ― Contracts, agreements, legal documents, or other instruments that incur legal obligation upon the corporation shall require signature by two (2) Directors, one of whom shall be the President.
Section 1 ― These bylaws may be amended by Resolution with a unanimous vote of the Board of Directors during a regular meeting. Proposed amendments must be submitted to the Secretary at least 30 days in advance of the regular meeting and the language of the proposed amendments shall be included in its entirety in the agenda for that meeting.
These bylaws were approved at a meeting of the Board of Directors by a unanimous vote on June 24, 2010.