Other fund raising activities will be conducted by the Foundation on an ongoing basis.
 
Article IV.  Executive Board, Officers, and Board Members

Section 1.  Executive Board

Designation:  The officers and board members of the Foundation will comprise the voting members of the Executive Board.  The Mogadore school system will designate a representative to the Executive Board and shall serve as a non-voting, ex-officio member.

Powers:  The Executive Board shall have the power at any time to increase or diminish the number of members of this Board or to change the functions of the Board.  The Executive Board shall have and may exercise all power in the management of the business and affairs of the Foundation.  All minutes of the Executive Board shall be kept on file for reference by any member of the Foundation.

Fiscal Agent:  The Mogadore Schools Ex-officio representative will serve as the fiscal agent of the Foundation.  The Fiscal Agent shall review and have final approval of all expenditures requested by the Executive Board.

Meetings:  To pass a motion, a simple majority of those voting members in attendance is required.  A quorum shall consist of 50 percent of the voting members and no meeting will be valid without a quorum.

Officers

Designation:  The officers of the Foundation shall consist of a president, vice-president, recording secretary, corresponding secretary and comptroller.  The Executive Board may create and define the duties of other officers and may elect or appoint persons to fill such positions as needed.

Duties:

President:  The president shall preside at all meetings of the Foundation; function as chairperson of the Executive Board; and discharge all the duties that evolve upon a presiding officer, such as appointing committee chairs for Foundation-sponsored activities.  The president will also perform other duties as this Constitution or the Executive Board may prescribe.  The president will represent the Foundation at all events as required.  The president may execute all authorized deeds, mortgages, bonds, contracts and other obligations, in the name of the Foundation.  Following completion of the president’s term of office, the president will serve on the Executive Board as past president for a term of one year with full voting power.

Vice-President:  The vice-president shall perform all duties incumbent upon the president during the absence or disability of the president and shall perform such other duties as this Constitution or the Executive Board may prescribe.  Following completion of the vice-president’s term, the vice-president will assume the office of president.

Recording Secretary:  The recording secretary shall attend all meetings of the Foundation and the Executive Board and shall keep a true and complete record of the proceedings of such meetings and shall perform a like duty for all standing committees appointed by the Executive Board, when required.  The recording secretary shall perform such other duties as this Constitution or the Executive Board may prescribe.

Corresponding Secretary:  The corresponding secretary shall attend all meetings of the Foundation and the Executive Board.  The corresponding secretary shall attend to the giving and serving of all notices of the Foundation.  The corresponding secretary will see to all correspondence of the Foundation as prescribed by the officers and Executive Board.  This will include the management of all newsletters.

Comptroller:  The comptroller shall keep correct and complete files and records of account showing accurately at all times the financial condition of the Foundation.  The comptroller shall deposit all funds collected by any means into the Alumni Foundation account.  There should be a reconciliation of the Foundation’s financial records in accordance with the statement of the financial institution where the Foundation’s funds are deposited.  The comptroller shall furnish at the meetings of the Executive Board, or whenever requested, a statement of the financial condition of the Foundation.  The comptroller shall perform such other duties as this Constitution or the Executive Board may prescribe.

Terms of Service:  The term of service for officers is two years for president, two years for vice-president, four years for recording and corresponding secretary, and four years for comptroller.  The president shall serve no more than two consecutive terms.  The recording and corresponding secretary’s term will begin in even-numbered years.  The comptroller’s term will begin in odd-numbered years.

Succession of Vice-President:  The vice-president will become president after the sitting president completes his term/terms, at which time the sitting president will be retained on the Executive Board as past president with voting rights.

Vacancies:  Whenever any vacancy shall occur in any office by death, resignation or creation of a new office, the vacancy shall be filled by the Executive Board, and the officer so elected or appointed shall hold office until his/her successor is chosen.

Delegation of Authority:  In case of absence of any officers of the Foundation, or for any other reason that the Board may deem sufficient, the Executive Board may delegate powers and duties of such officers to any other officer, for the time being, providing the majority of the entire Executive Board concurs.

Compensation:  Officers shall not receive any compensation for their services, other than reimbursement for out-of-pocket expenses as related to the business of the Foundation and as approved by the Executive Board.

Duality of Interest:  Any officer or trustee having a conflict of interest or conflict of responsibility on any matter involving the Foundation and any other business entity or person shall refrain from voting on such matter.  No officer or trustee shall use his or her position for his or her direct or indirect financial gain.

 Section 2.  Board Members

A.  Designation and Voting Rights:  Committee chairs and other designated board members when appointed by the Executive Board will become voting members of the Executive Board.  These positions will include, but are not limited to Scholarship Chair, Membership Chair, Historian, Newsletter Editor, Fund Raising Chair, and Homecoming Chair.

Each committee chairperson will be responsible for staffing his or her committee as deemed necessary to successfully accomplish its goals.  Committee members can be anyone not serving on the Executive Board.

B.  Terms of Service:  These appointed positions will run for a term of two years.  At the end of the term, the option will be given the incumbent to remain in the position or to leave.

Section 3.  Nominating Committee

A Nominating Committee to be appointed by January 15 of each year by the president will present a slate of nominees to the Executive Board prior to Homecoming.  In searching for candidates, the Nominating Committee may elect to solicit names by placing an announcement in the Foundation’s newsletter.  The Nominating Committee will consider candidates and forward recommendations to the Executive Board for final selection.  New Officers will be announced at Homecoming at which time the new officer’s terms will commence.


Article V.  Administration

Director:  The Executive Board may hire a director and staff, if deemed necessary for the development, implementation and administration of the Foundation’s projects.

Consultants and Advisors:  The Executive Board may retain or engage necessary professional advisors and consultants for the affairs of the Foundation and for the investment and management of the Foundation’s assets.

Bond:  Any officer, trustee or employee, if required by the Executive Board, shall give bond in such sum and with such security as the Foundation may require for the faithful performance of his or her duties.

Signing Checks and Other Instruments:  The Executive Board is authorized to determine or provide the method of how checks, notes, bills of exchange and similar instruments shall be signed, countersigned or endorsed.

Distribution of funds:  Funds will be distributed only as stated under the purpose section of this document.  Other requests for funds will be considered on a case-by-case basis and must be properly approved by the executive board.

All requests for funding must be submitted in writing and must contain all pertinent information as to how and what the funds will be used for.  

Indemnification:  The Foundation shall indemnify any member of the Executive Board or any former member of the Executive Board or any person who has served at the request of the Executive Board as a member, director, officer or Director of another Foundation, joint venture, trust or other enterprise (and his heirs, executors and administrators) against expenses, including attorney’s fees, judgment, fines and amounts paid in settlement, actually and reasonably incurred by him by reason of the fact that he is or was such member of the Executive Board in connection with any threatened, pending or completed action, suit or proceedings, whether civil, criminal, administrative or investigative to the extent and according to the procedures and requirements set forth in the Ohio Non-Profit Corporation Law.  The indemnification provided for herein shall not be deemed to restrict the right of the Foundation to indemnify employees, agent and others as permitted by such law.

Mailing List Privacy:  Any mailing list that is obtained and compiled by the Foundation shall not be disseminated to any other organization or persons for any reason.  The purpose of the mailing list will be to contact members for Foundation business and to assist the graduated classes with reunion notification.

Dissolution of The Foundation:  In the event the Foundation would become disbanded, all funds remaining in the treasury will be turned over to Mogadore High School to be used as a one-time scholarship distributed as they deem necessary.
 
Article VI.  Foundation Meetings

The annual meeting of the Foundation will be held in the fall of each year in conjunction with homecoming activities at Mogadore High School.

It is the intent of this organization to conduct its business in open session whenever possible.  However, the president shall have the authority to call an executive session to deal with any and all situations, which are of a confidential nature.  An executive session may be called by or at the request of the president or any two members of the Executive Board.  Only Executive Board members are entitled to attend executive sessions. Other persons may attend by invitation of the president.

Article VII.  Amendments to Constitution

The power to make, alter, amend, or repeal this Constitution is vested in the Executive Board.  It shall be necessary in order to amend or repeal said Constitution that two-thirds (2/3) majority of the Executive Board shall vote affirmatively.