BYLAWS

OF THE

JOHN A LOGAN COLLEGE FOUNDATION

BYLAWS
OF
JOHN A. LOGAN COLLEGE FOUNDATION

Definition:

When referring to an individual member of the board the individual will be referred to as a “board member.”

When referring to the Foundation Board as a whole the term “Board of Directors” will be used.

ARTICLE 1.
Purposes

	The purposes of the Foundation as stated in its certificate of incorporation are:

	Said corporation is organized exclusively for educational and charitable purposes within the meaning of Section 501 (C) (3) of the Internal Revenue Code of 1954, to assist in developing and augmenting the facilities and carrying out the educational functions of John A. Logan College, established and operated by the Board of Trustees, Community College Number 530, Counties of Williamson, Jackson, Franklin, Perry, and Randolph, and the State of Illinois.

	No part of the net earnings of the Foundation shall benefit, or be distributable to, its members, trustees, officers, or other private persons, except that the Foundation shall be authorized to pay reasonable compensation for services rendered. The Foundation may make payments and distribution in furtherance of the purposes for which it is organized.  

The activities of the Foundation will not include lobbying for a candidate, dissemination of propaganda or attempts to influence political campaigns.  

	Upon the dissolution of the Foundation the assets of the Foundation shall be distributed exclusively to charitable, scientific, literary or educational organizations which would qualify under the provisions of Section 501 (c)(3) of the Internal Revenue Code and its regulations.  No director shall be entitled to share in the distribution of the Foundation’s assets upon the dissolution of the organization. 

	The Foundation has powers granted by the General Not For Profit Corporation Act of the State of Illinois.

ARTICLE 2.
Offices

	The Foundation shall continuously maintain in this state a registered office and a registered agent whose office is identical with such registered office and may have other offices as the Board of Directors may from time to time determine.

ARTICLE 3.
Board of Directors

SECTION 1.  GENERAL POWERS.  The affairs of the Foundation shall be exclusively managed by the Board of Directors.   All board members have the right to vote upon all matters affecting the Foundation with the exception of ex-officio members.

	SECTION 2.  NUMBER.  In no event shall there be fewer than eighteen or more than fifty board members on the Board of Directors.

	SECTION 3.  NOMINATION AND ELECTION OF BOARD MEMBERS.  The President of John A. Logan College, and two members of the College staff, the treasurer and executive director, shall be ex-officio members of the Board of Directors. Two additional members of the College faculty or staff may be recommended by the President of the College and approved by the Board of Directors as ex-officio members.  Not more than two members of the John A. Logan College Board of Trustees shall be recommended by the Board of Trustees and approved by the Board of Directors as ex-officio members. All other members shall be elected by the Board of Directors.

	The Executive committee shall present the Board of Directors with the nominees for new board members.  There shall be at least one person on the Board of Directors from each of the high school districts which make up the John A. Logan College District.  Only persons listed on the said slate of candidates shall be elected to membership on the Board of Directors.

	Emeritus membership status may be conferred on a board member upon recommendation of the Executive Committee, and majority vote of the Board of Directors.  To be considered for Emeritus status the nominee must meet the following criteria:

a.	Nominee served on the Board of Directors for at least twenty (20) years;
b.	Nominee displayed an exemplary commitment to the Board of Directors, to John A. Logan College Foundation.
c.	Nominee regularly attended quarterly and special meetings of the Foundation.

Emeritus status is a lifetime honor unless removed in accordance with article 3 section 6, and carries with it no attendance responsibilities.  Emeritus directors shall be non-voting members and shall not hold office.

Honorary board members may be elected by the board of Directors upon recommendation of the Executive Committee, and a majority vote of the Board of Directors.  Honorary members have no voting rights and are not entitled to notice of any action or proposed action of the Foundation Board of Directors.  Honorary Members may reside outside of the College district. The Foundation may present Honorary Members with certificates or tokens of appreciation. Terms shall be for three years.

	SECTION 4.  TERMS OF OFFICE OF BOARD MEMBERS

	a. Except as otherwise provided herein, the term of each director shall be three years.

	b. In addition to the college president, the Executive Director and the college Treasurer are ex-officio members of the Board of Directors. The two shall hold office as long as the president of the college and the Board of Directors desire them to do so.
	
	c. The ex-officio board members who are members of the Board of Trustees of John A. Logan College shall hold office until a replacement is appointed by the Board of Trustees chairperson.

	d.  At the first meeting of each new fiscal year, board members whose terms are expiring shall be elected for three (3) year terms should they choose to continue serving on the board of directors.

	e. Board members need not be residents of Illinois. 
	
	SECTION 5.  VOTING

	a. Each director, except the ex-officio members of the Board of Directors, shall be entitled to one vote on each proposition submitted for a vote.  The ex-officio members of the Board of Directors as well as emeritus and honorary members, shall not have any voting rights.
	
b. Members of the Foundation Board of Directors or of any committee may participate in and act at any meeting via conference call, video call, or other technology as long as everyone participating in the meeting can hear each other. 

c.  Any action normally required to be taken at a meeting of the Board may be taken without a meeting, if a consent in writing, setting forth the actions to be considered, shall be received from a majority of all directors responding to a written notice within 10 (ten) days of the mailing.  Action may then be taken by any combination of telephone, facsimile, electronic means, or mail.  Responses shall be recorded and made available for review by the entire board and will be retained in a manner compliant with the Foundation’s document destruction policy.

SECTION 6.  REMOVAL OF DIRECTORS.  Any director may be removed for cause by a majority vote of the Board of Directors, written notice of such contemplated action having been given at least two weeks prior to the meeting at which a vote on such matters is contemplated.  The resignation of a director for whatever reason may be accepted by majority vote of the Board of Directors.	

	SECTION 7.  VACANCIES.  If, during his term of office, a director who is a member of the Board of Trustees of John A. Logan College ceases to be a member of such Board of Trustees, his term of office as director shall be terminated and his office shall be deemed vacant.  The vacancy so created shall be filled by the chairman of the Board of Trustees of John A. Logan College.  Any other vacancy occurring in the Board of Directors or any directorship to be filled by reason of an increase in the number of directors, shall be filled by nominees designated by the Executive Committee and elected by the board of Directors.

	SECTION 8.  REGULAR MEETINGS.  A regular annual meeting of the Board of Directors shall be held in November at a time and place designated by the President of the Foundation.  Written notice shall be provided to all directors at least thirty (30) days prior to the meeting.  The Board of Directors may provide by resolution the time and place, either within or without the State of Illinois, for the holding of additional regular meetings of the Board of Directors without other notice than such resolution.

	SECTION 9.  SPECIAL MEETINGS.  Special meetings of the Board of Directors may be called by or at the request of the president or any three directors.  The person or persons authorized to call special meetings of the Board may fix any place within the college district for holding any special meeting of the Board called by them.

	SECTION 10.  NOTICE.  Notice of any special meeting of the Board of Directors shall be given at least two days prior to the meeting date.  Notice may be given through electronic means or board members may be notified of the meeting by phone.

	SECTION 11.  QUORUM.  One-third the number of voting directors shall constitute a quorum for the transaction of business at any meeting of the Board, provided, that if less than one-third the number of voting directors are present at said meeting a majority of the directors present may adjourn the meeting without further notice.

	SECTION 12.  MANNER OF ACTING.  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 of Directors, except where otherwise provided by law or by these bylaws.

	SECTION 13.  COMPENSATION.  Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board provided, that nothing herein contained shall be construed to preclude any director from serving the Foundation in any other capacity and receiving compensation therefor.

ARTICLE 4. 
Officers

	SECTION 1.  OFFICERS.  The officers of the Foundation shall be a president, an executive director; one or more vice-presidents (the number thereof to be determined by the Board of Directors), a treasurer, and such other officers as may be elected, or determined, in accordance with the provisions of this article.  The Board of Directors may elect or appoint such other officers, including one or more assistant directors and one or more assistant treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors.  Any two or more offices may be held by the same person, except the offices of president and executive director.

	SECTION 2.  ELECTION AND TERM OF OFFICE.  The officers of the Foundation other than the Executive Director shall be elected every two years by the Board of Directors at the first meeting of the new fiscal year. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors.  Each officer shall hold office until his successor is elected to take the office being vacated.

	SECTION 3.  REMOVAL.  Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment, the best interests of the Foundation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the persons so removed.

	SECTION 4.  VACANCIES.  A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

	SECTION 5.  PRESIDENT.  The president shall preside at all meetings of the Board of Directors.  He may sign, with the secretary or any other proper officer of the Foundation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws or by statute to some other authorized agent of the Foundation; and in general shall perform all duties incident to the office of the president and such other duties as may be prescribed by the Board of Directors from time to time.

SECTION 6.  EXECUTIVE DIRECTOR.  The Board of Directors shall appoint an executive director, who shall be a member of the staff of John A. Logan College and who is also recommended by the president of the college subject to board of trustee’s approval.  The executive director shall serve at the mutual pleasure of the president of the college and the Board of Directors.  Under the general direction of the Board of Directors, the executive director shall be responsible for the day to day operations of the Foundation and shall function as the general manager of the Foundation.  The executive director shall also keep the minutes of the meetings of the Board of Directors in one or more books provided for that purpose;  see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; be custodian for the corporate records and the seal of the Foundation and see that the seal of the Foundation is affixed to all documents, the execution of which on behalf of the Foundation under its seal is duly authorized in accordance with the provisions of these bylaws;  keep a register of the post office address of each director and each member; and in general perform all duties as from time to time may be assigned by the president or by the Board of Directors. The Executive Committee shall be included in the annual review of the Executive Director.

	SECTION 7.  VICE PRESIDENT.  In the absence of the president or in the event of his inability or refusal to act, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president.  Any vice president shall perform such other duties as from time to time may be assigned to him by the president or by the Board of Directors.

	SECTION 8.  TREASURER. The treasurer shall have charge and custody of and be responsible for all funds and securities of the Foundation; receive and give receipts for monies due and payable to the Foundation from any source whatsoever, and deposit all such monies in the name of the Foundation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VII of these bylaws; and in general perform all duties incident to the office of treasurer and such other duties as from time to time may be assigned to him/her by the president or by the Board of Directors.  If required by the Board, the treasurer shall give a bond for the faithful discharge of his duties in such a sum and with such surety or sureties, as the Board of Directors shall determine.

	SECTION 9.  ASSISTANT TREASURERS AND ASSISTANT DIRECTORS.  If required by the Board of Directors, the assistant treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine.  The assistant treasurers and assistant directors, in general, shall perform such duties as shall be assigned to them by the treasurer or the executive director or by the president or the Board of Directors.

ARTICLE 5
Committees

	SECTION 1.  COMMITTEES OF DIRECTORS.  The Executive Committee maydesignate and appoint one or more committees as need arises.  The committees shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed by law.

SECTION 2.  DESCRIPTION OF COMMITTEES.

a.	The purpose of the Executive Committee is to direct projects, assess and interpret issues and develop strategies for the full Foundation Board of Directors.  The Executive Committee shall guide the business that comes before the Board of Directors and shall have and exercise all the powers of the Board of Directors.  The committee shall consist of the President, Vice President, Treasurer, Two immediate past Presidents, committee chairs, college President, one representative of the College Board of Trustees and the Executive Director of the Foundation. 

The Executive Committee shall be authorized, subject to procedures established by the Board of Directors, to manage the affairs of the Foundation in the periods between the regularly scheduled meetings of the board.  In addition, the President shall be authorized to establish and constitute such other ad-hoc or standing committees which he or she shall determine to be convenient or necessary to carry on the work of the Foundation. The Executive Committee is responsible for nominating new directors to the board.  Executive committee is responsible for presenting a slate of candidates for new board member to the Foundation board annually.  

b.	The Finance/Audit Committee shall supervise and recommend investments and expenditures of funds; present the annual budget of the corporation for approval by the Board of Directors; review expenditures of current restricted funds on a regular basis, including a review of programs and special events held by the corporation to ensure that such expenditures were consistent with the policies and agreements of the corporation; and review the expenditures of unrestricted funds. The Finance/Audit Committee shall supervise (1) the integrity of the corporation's financial statements, (2) the accountant's qualifications, performance and independence, and (3) the integrity of the corporation's internal financial condition. The Finance/Audit Committee must provide an open avenue of communication among the independent accountant, management and the Board of Directors.  The committee shall consist of the President and the Foundation Treasurer in addition to other Foundation board members assigned to serve. 

c.	The Special Events Committee shall develop exceptional public relations between the College, the Foundation and the community; sponsor special events that will promote the Foundation; work with the Executive Director in fulfilling the duties of the committee; and participate and promote opportunities for engagement and presentations before civic clubs and other public groups.

d.	The purpose of the Development Committee is to be a friend raising-fundraising arm of the John A. Logan College Foundation.  The Development Committee shall be responsible for developing and implementing a planned giving program for individuals and businesses; overseeing the campus campaign, annual fund drive, and any capital campaign. The Committee will primarily guide and assist the Executive Director with making community connections, “friend-raising” and communicating the mission of the Foundation to the community.  Specific activities will include: identifying prospects for major gifts and sponsorships for Foundation events.

e.	The Awards Committee is responsible for awarding the student achievement awards each year and any other scholarship as needed.  The Vice President of the board will chair the committee. The Director of Scholarships will serve on this committee in addition to other Foundation board members.

	SECTION 3.  TERM OF OFFICE.  Each member of a committee shall continue as such until the next annual meeting of the Board of Directors of the Foundation and until his successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.

	SECTION 4.  CHAIRMAN.  One of each committee shall be appointed chairman.

	SECTION 5.  VACANCIES.  Vacancies in the membership of any committee may be filled by appointments made in the manner as provided in the case of the original appointments.

	SECTION 6.  QUORUM.  Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
	SECTION 7.  RULES.  Each committee may adopt rules for its own government not inconsistent with these bylaws or with rules adopted by the Board of Directors.

ARTICLE 6
Operating Procedures
 
	SECTION 1.  PROCEDURES.  Parliamentary procedures at all meetings of directors and of members shall be in accordance with the most recent edition of Robert's Rules of Order.

SECTION 2.  GENERAL PROCEDURES.

	a.  Pursuant to the provisions of Paragraph 5 of the Articles of In Foundation, the terms or conditions imposed upon any transfer of assets to the Foundation, whether by gift or otherwise, shall in all cases be subject to approval of the Board of Directors of the John A. Logan College Foundation.  All property so transferred to the Foundation with the approval of the said Board of Directors shall thereupon be held, managed and administered as the Board of Directors may from time to time determine, subject however, to the terms and conditions and for the purpose, if any, prescribed by the transferor or donor thereof.

	b.  The Board of Directors, to carry out the purposes of the Foundation, shall undertake, by and through the directors and the college community, such specific development projects as it may determine, with the approval of the Board of Trustees of John A. Logan College.

	SECTION 3.  CONTRACTS.  Subject to the provisions and limitations stated in Section 2 of this Article, and pursuant to the purposes of the Foundation, the Board of Directors may authorize any officer or officers, agent or agents of the Foundation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Foundation and such authority may be general or confined to specific instances.

	SECTION 4.  CHECKS, DRAFTS, ETC.  All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Foundation shall be signed by such officer or officers, agent or agents of the Foundation and in such manner as shall from time to time be determined by resolution of the Board of Directors.  In the absence of such determination by the Board of Directors, such instrument shall be signed by the treasurer or an assistant treasurer and countersigned by the president, executive director or a vice president of the Foundation.

	SECTION 5.  DEPOSITS.  All funds of the Foundation shall be deposited from time to time to the credit of the Foundation in such banks, trust companies, or other depositories as the Board of Directors may select.

	SECTION 6.  GIFTS.  The Board of Directors may accept on behalf of the Foundation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Foundation.

ARTICLE 7
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 Board of Directors and committees having any of the authority of the Board of Directors.  All books and records of the Foundation may be inspected by any director or his agent or attorney for any proper purpose at any reasonable time.

ARTICLE 8
Fiscal Year

	The fiscal year of the Foundation shall begin on the first day of July and end on the last day of June in each calendar year.

ARTICLE 9
Seal

	The Board of Directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the Foundation and the words "Corporate Seal, Illinois."

ARTICLE 10
Waiver of Notice

	Whenever any notice whatever is required to be given under the provisions of the General Not For Profit Foundation Act of Illinois or under the provisions of the Articles of In Foundation or the bylaws of the Foundation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE 11
Amendments to Bylaws

	These bylaws may be altered, amended or repealed and new bylaws may be adopted by a majority of the directors present at any regular meeting or at any special meeting provided that at least three days' written notice is given of intention to alter, amend or repeal or to adopt new bylaws at such meeting.

ARTICLE 12
Indemnification of Directors, Officers, Employees, and Agents

	The Foundation will indemnify its Directors, officers, employees, and agents to the fullest extent permitted by the laws of the State of Illinois for civil, administrative or investigative proceedings in which the Director, officer, employee or agent is made a part or threatened to be made a part by reason that he is or was a Director, officer, employee or agent or is or was serving at the request of the Foundation as a Director, officer, employee or agent of another Foundation, partnership, joint venture, trust or other enterprise.

	SECTION 1.  The Foundation may purchase and maintain through an insurance company licensed to transact business in Illinois, insurance on behalf of any person who is or was after the enactment of this bylaw, a Director, officer, employee or agent of the Foundation;  or who is or was after the enactment of this bylaw, serving at the request of the 
Foundation as a Director, officer, employee or agent of another Foundation, partnership, joint venture, trust or other enterprise, against any liability asserted against him/her and incurred by him/her in any such capacity, or arising out of his/her status as such, whether or not the Foundation would have the power to indemnify him/her against such liability under the laws of the State of Illinois.

SECTION 2.  

	a.  Upon notice that a Director, officer, employee or agent of the Foundation is a party or is threatened to be made a party to any threatened, pending or completed action or suit, civil, administrative or investigative, by reason of the fact that he/she is or was a Director, officer, employee or agent of the Foundation, the Foundation shall indemnify him/her against expenses (including attorney's fees), judgments, fines, amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit or proceeding, if he/she acted in good faith and in a manner he/she reasonably believed to be in, or not opposed to the best interest of the Foundation, and with respect to any action or proceeding, had no reasonable cause to believe his/her conduct was unlawful. 

	b.  Any indemnification under Section 2(a) above (unless ordered by a court) shall be made by the Foundation only as authorized in the specific case, upon receipt of an undertaking by or on behalf of the Director, officer, employee, or agent to repay such amount, unless it shall ultimately be determined that he/she is entitled to be indemnified, and upon a determination that indemnification is proper in the circumstances because he/she has met the standard of conduct set forth in Section 2(a) above.  Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of Directors who are not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested Directors so directs, by independent legal counsel in written opinion.

Amended:	February 21, 1974
		June 15, 1976
		May 15, 1979
		October 21, 1983
		September 17, 1985
		March 21, 1989
		September 22, 1992
		July 29, 1997
		October 28, 1998
		October 25, 2000
		April 29, 2004
		July 22, 2008
		October 28, 2008
 		October 29, 2013