The purposes for which the Madison Education Foundation, Inc. is formed and functions are to provide support for School District 321 schools, its faculty and students, and promote, sponsor, and carry out education objectives with School District 321 schools.

Section 1. Number
The number of Directors of such Corporation constituting the initial board shall be twenty-four, which number may be increased or decreased as needed by resolution of the Board of Directors of the Corporation.

Section 2. Manner of Selection
The manner of selecting members of the Board of Directors of the Corporation (with the exception for two members) and of filling vacancies on said board shall be by appointment by the Board of Directors of the Corporation. For the two exceptions, one shall be a member of the Madison Board of Trustees of School District 321, and one shall be the Superintendent of School District 321 or his/her designee.

Section 3. Term
All Directors shall serve for a period of three (3) years, except the member of the School District Board of Trustees and the Superintendent of School District 321 or his designee, who shall serve during their tenure of said offices, of which no term shall continue longer than three (3) years.

All Directors shall serve until the expiration of their respective terms and until their respective successors are elected and qualified. Directors may be appointed or elected to successive terms.

Section 4. Vacancies
Vacancies for the unexpired term of any Director shall be appointed by the Board of Directors of the Corporation.

Section 5. Powers
The Board of Directors shall manage and govern the business and affairs of the Corporation and in connection therewith, the Board may exercise all the powers granted the Corporation under the Articles of Incorporation.

Section 6. Meetings

1. Regular Meetings. The Board of Directors shall meet on a monthly basis. The September meeting held each year shall be the annual meeting. The time and place of each regular meeting shall be fixed by the President of the Board, and written notice of such time and place shall be given to each Director within reasonable notice before the selected date.
2. Special Meetings. Special meetings may be called by the President of the Board on his/her own motion, or by the written request of the Directors. Written notice of the time, place and subject matter of each special meeting shall be given to each Director within reasonable notice before the meeting date, unless such notice is waived in writing or by attendance.
3. Written Concurrence. Written concurrence by a member of the Board in any action taken at a meeting at which they are not present shall be equivalent to an affirmative vote at the meeting.
4. Action in Lieu of Meeting. Any Board action required or permitted to be taken by the Board may be taken without a meeting, is all members of the Board shall consent to such action in writing or electronic communication. Such written consent or electronics communication shall be made a part of the minutes of the proceedings. Such action by written consent or electronic communication shall have the same force and effect as the unanimous vote of the Directors.
5. Quorum. A minimum of five of the Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board; and except as may otherwise be required by law or the Articles of Incorporation, the act of a majority of the Directors present at the meeting at which a quorum is present shall be the act of the Board.
6. Compensation. No Director shall receive, directly or indirectly from the Organization, any compensation for his or her services as Directors. The Board may authorize reimbursement of reasonable expense incurred by Board members.

Section 1. Number and Qualification
The Officers of the Corporation shall consist of a President of the Board, a Vice-President of the Board, an Executive Secretary, a Treasurer and Past President. The Board of Directors may appoint such other assistant officers as it may, from time to time, determine, and may define their powers and duties.

Section 2. Election
The Officers of the Corporation shall be elected and appointed at the annual meeting of the Board of Directors. The President of the Board shall be elected for a renewable term of one year, not to exceed three years. After the elected term of the President is complete, the Vice-President shall thereafter be appointed to the office of President of the Board. All other elected Officers shall hold office for a period of one year and can be re-elected for successive terms through a Board vote and upon communication of desire from the Officer in question. A vacancy in any office shall be filled by appointment of the Board of Directors for the balance of the vacated term.

Section 3. Duties

The duties of the Officers of the Corporation shall be as follows:

1. President. The President shall preside over all meetings of the Board and shall have primary responsibility in representing the Corporation to the Madison School District 321 and the general public. The President shall also cooperate and consult with and advise the other Officers of the Corporation in the discharge of the functions of the Board. The President shall have the responsibility to delegate assignments to other Board members and take on such assignments as required to complete the duties of the President.
2. Vice President. The Vice President shall assist the President in the execution of his/her duties and shall prepare to assume the presidential duties. The Vice-President, or President Elect, shall have full authority to act for the President in his/her absence or incapacity.
3. Executive Secretary. The Executive Secretary shall be the executive officer and secretary of the Corporation and shall be responsible for the proper follow up for the plans, activities, and projects of the Corporation.
4. Treasurer. The Treasurer shall maintain the books and be responsible for receipts and expenses. Upon the advice and consent of the Board, shall be responsible for the investments and investment policy of the Corporation. The Treasurer shall make a report to the President on the status of all accounts and receipts. The report shall be presented to the Board at the annual meeting.
5. Immediate Past President. The immediate past President shall remain an Officer of the Board and act in an advisory position providing assistance to the President and Board of Directors as needed. Assists in the transition of the incoming Officers.

Section 1. Advisory Board
Upon completion of the term of service, a retiring Board member may be asked to serve as an Advisory Board member who continues to commit financial support, time, resources, and expertise to ensure the success of the Corporation’s programs and projects. Advisory Board members may be asked to work on committees or with specific assignments and duties as delegated by the Officers.

Section 2. Student Advisory
From time to time students from the high school will be asked to serve as the Student Advisors to the Board. The students will not have voting power nor hold an official position on the Board, but will be utilized to advise the Board members to the specific needs and concerns found within the local schools. The selection of Student Advisors will be done in conjunction with school administrators.

Section 3. Creation of Future Special Positions
It is within the power of the Board to determine and approve the creation of special positions within the Corporation, both paid and unpaid. These positions shall not be Board members but shall serve in the specific capacities appointment by the Board.

Section 1. Standing Committees
There shall be one Standing Committee of the Directors as follows:

An Executive Committee consisting of the Officers of the Corporation as constituted in Article III which during the intervals between meetings of the Board shall have and may exercise on behalf of the Board all of the authority of the Board in respect to the management of the Corporation. The Executive Committee shall report its acts to the Board at its meetings for review and approval.

The Board of Directors may from time to time create additional committees with such powers and duties as the Board may prescribe.

Section 2. General Committees
General committees will be formed from time to time based on the current needs of the organization and may consist of members who are not a part of the Board. These committees will typically be overseen by a member fo the Board but can have committee heads that are not Board members. No committee on its own may make financial or operational decisions in lieu of the Board and will require approval from the Board in all such matters. The Board will approve the creation and disbanding of committees as needed.

Section 1. Contracts and Instruments
Contracts and other instruments (not including routine instruments) to be executed by the Corporation shall be signed, unless otherwise required by law, by the President or the Vice-President, and the Executive Secretary. The Executive Secretary, signing alone, is authorized and empowered to execute in the name of this Corporation all routine instruments arising in the day-to-day operation of the business of this Corporation. The Board of Directors may authorize any person or persons, whether or not an Officer of the Corporation, to sign any contract or other instrument, and may authorize any such Officer or other person to delegate, in writing, all or any part of such authority to any other person or persons.

Section 2. Notes, Checks, and the Like
All notes, drafts, acceptances, checks, endorsements, and all evidences of indebtedness of the Corporation shall be signed by such person or persons and in such manner as the Board of Directors may from time to time determine.

Section 1. Solicitations
Contributions and gifts shall be solicited by representatives of the Corporation to promote, sponsor, and carry out the purposes of this Corporation.

Section 2. Deposit and Use of Contributions
Unless otherwise provided by the donor, all contributions received by the Corporation shall be deposited and held by the Treasurer of the Corporation and may be used and disbursed by the Board of Directors to promote, sponsor, and carry out educational activities and objectives of School District 321.

Section 3. Restricted Gifts
The limitations and restrictions upon any grant, gift, donation, bequest, or devise shall be observed strictly except and unless it shall be determined by the Board of Directors that changed conditions or other reasons shall have rendered the application of the gift, donation, bequest, or devise for the purpose provided illegal, unnecessary, or impractical or that the purposes of the gift, donation, bequest, or devise have been fulfilled or become impossible to fulfill, in which even said funds shall be administered for such other purpose of the Corporation as will best carry out the intentions of the donor or testator and as may be sanctioned by law.

Section 4. Operating Expenses
The operating expenses of the Corporation shall be defrayed by funds contributed directly to the Corporation. The President may, when necessary, spend up to $500 on a monthly basis for general operating expenses without prior approval from the board. These expenses shall include such things as, but are not limited to, printing of materials, purchase of needed office supplies, and other general operating expenses that would not require discussion by the Board of Directors.

The Directors, Officers, and employees of this corporation shall not be individually or personally liable for the debts or obligations of the Corporation and shall be indemnified by the Corporation against all financial loses, damage, cost, and expenses (including attorneys fees) reasonably incurred by or imposed upon them in connection with or resulting from any civil or criminal action, suit, proceeding, claim, or investigation in which they may be involved by reason of any action taken or omitted to be taken by them in good faith as such Director, Officer, or employee of the Corporation.

• a) Prudent Care. Such indemnification is subject to this condition that a majority of a quorum of the Board of Directors comprised of those Directors who are not parties to such action, suit, proceeding, claim, or investigation or, if there be no such quorum, independent counsel selected by the quorum of the entire Board of Directors, shall be of the opinion that a person involved exercised and used the same degree of care and skill as a prudent person would have exercised or used under the circumstances, or that such person took or omitted to take such action in reliance upon advice of counsel for the Corporation or upon information furnished by an Officer or employee or the Corporation and accepted in good faith by such person.
• b) Benefit. The indemnification provided herein shall inure to the benefit of the heirs, executors, or administrators of a Director, Officer, or employee and shall not be exclusive of any other rights to which such party may be entitled by law or under any resolutions adopted by the Board.

Section 1. Audit
The financial books and records of the Corporation shall be audited annually by a public accountant as approved by the Board of Directors.

Section 2. Fiscal Year
The fiscal year shall begin July 1 and end June 30.

Section 3. Books, Records, and Reports
The Corporation shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors, and shall keep a record giving the name and address of the members entitled to vote. All books and records of the Corporation may be inspected by any member or his/her agent or attorney or the general public for any proper purpose at any reasonable time. The President shall furnish a report annually to all directors.

Section 4. Amendments
These Bylaws may be amended by the affirmative vote of two-thirds (2/3) of the Directors present and voting at any meeting at which a quorum is present. No action shall be taken to amend any Bylaws unless written notice of the proposed amendment(s) shall be given at least seven (7) days prior to the meeting if delivered by first class mail or a minimum of forty-eight (48) hours if delivered either in person or by way of electronic mail.

Revised and amended and then
Approved and adopted by Resolution of the Board of Directors this 14th day of October, 2015.

Darin Herzoff
President of the Board

Attest:
Marilyn Welchman
Executive Secretary