Foundation By-Laws

Section 1.1 Name

The name of this corporation shall be Beta Alpha Educational Foundation of Alpha Gamma Rho, Inc. (hereinafter referred to as the “Foundation”).

Section 2.1 Charitable and Educational Purpose

The Foundation is organized and shall be operated exclusively for charitable and educational purposes as defined in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), or corresponding provisions of any future United States internal revenue law.

Section 2.2 Mission Statement

The purpose of the Foundation is to promote the educational, leadership, and personal development of collegiate members affiliated with the Beta Alpha Chapter of Alpha Gamma Rho Fraternity at Southern Illinois University in Carbondale, Illinois, primarily within the discipline of agriculture and related fields of study, and to support the advancement of agricultural education and community leadership.

Section 2.3 Methods of Support

The Foundation shall have the authority to:

• Solicit, accept, and manage gifts, grants, bequests, and other contributions of money and property;

• Organize and conduct fundraising activities to support scholarships, leadership training, educational programming;

• Develop, sponsor, review, and approve leadership and training initiatives in furtherance of its charitable mission;

• Provide scholarships to students demonstrating financial need and academic merit;

• Partner with the Educational Foundation of Southern Illinois University, for the purpose of funding endowments restricted to scholarships and financial assistance for students enrolled in in the university on campus special purpose housing unit.

• Support educational infrastructure and facilities of the Beta Alpha Chapter such as libraries, study areas, and equipment & furnishings used directly in the educational processes of learning and development in a campus environment.

Section 3.1 Principal Office

The principal office of the Foundation shall be that of the Secretary unless another official office is designated by the Board of Directors.

Section 4.1 Authority and Responsibilities

The governance, management, and control of the affairs, business, and property of the Foundation shall be vested in a Board of Directors (the “Board”).

Section 4.2 Composition

The Board shall consist of no fewer than five (5) and no more than ten (10) voting Directors.  The majority of the Board will also be Board Members of the Alumni Association.

Section 4.3 Terms of Service

The term of Board Members also on the Alumni Association Board will be concurrent with the terms of service on that Board. The term of the other Board Members will be for 1 year, renewable annually but for not more than 10 consecutive years.

Section 4.4 Meetings

The Board shall meet no fewer than two (2) times per fiscal year. Special meetings may be called by the CEO or by a majority of the Directors then serving, upon at least seven (7) days’ prior written notice stating the purpose of the meeting.

Section 4.5 Quorum and Voting

A majority of the Directors then in office shall constitute a quorum. Unless otherwise stated in these Bylaws, the act of a majority of the Directors present at a duly convened meeting at which a quorum is present shall constitute the action of the Board.

Section 4.6 Resignation and Removal

Any Director may resign at any time by providing written notice to the Secretary. A Director may be removed, with or without cause, by the affirmative vote of two-thirds (⅔) of the Directors then serving.

Section 5.1 Designation

The officers of the Foundation shall consist of a Chief Executive Officer M (CEO), Chief Operating Officer (COO), Chief Financial Officer (CFO), Secretary, and Treasurer (collectively, the “Executive Council”). The Board may establish additional officer positions as it deems necessary.

Section 5.2 Election and Term

• The CEO, Secretary, and Treasurer shall serve terms concurrent with their respective terms as officers of the Beta Alpha Chapter of Alpha Gamma Rho Alumni Association, Inc.

• The COO and the CFO (1) year term, renewable annually, but may not serve more than ten (10) consecutive years.

Section 5.3 Duties

• CEO: Shall preside over Board meetings, provide strategic leadership, and perform such other duties as may be prescribed by the Board.

• COO: Shall oversee programmatic initiatives, including events, scholarships, and leadership training.

• CFO: Shall manage financial reporting, budgeting, tax compliance, and accounting functions.

• Secretary: Shall record and maintain the minutes of meetings and other corporate records.

• Treasurer: Shall oversee banking relationships, custody of funds, and investment activities of the Foundation.

Section 6.1 Finance

The Finance Committee of the Beta Alpha Alumni Association of Alpha Gamma Rho will serve as a standing committee of the Foundation. The Finance Committee shall be responsible for the oversight of the preparation and submission to the annual meeting of the Board, for its approval or other action, of an annual budget & financial statements for the Foundation.  Pursuant to the general supervision of the Board it shall be responsible for the expenditure of funds necessary to carry on the work of the Foundation; for the administration, conservation, and investment of all general funds of the Foundation and, likewise, of any special trusts or funds and for the supervision generally of the financial affairs and transactions of the Foundation.

Section 6.2 Fundraising

The Fundraising Committee shall be responsible for the solicitation of contributions from members of the Foundation and other persons and it shall cooperate with the Finance Committee in obtaining contributions. The Fundraising Committee shall also be responsible for considering other sources of revenue and providing advice regarding fundraising events and activities.

The Board may establish one or more standing or ad hoc committees as necessary to fulfill the mission and operations of the Foundation.

Section 6.3 Scholarship, Awards, and Other Student Aid

The Committee on Scholarships, Awards and Student Aid shall make recommendations to the Board with respect to, and shall be charged with the administration of, scholarships, awards and student aid, and similar matters and methods designed to accomplish the purposes of the Foundation to lend encouragement to college and university students in securing an education.

Section 6.4   Special Committee’s

The Board may establish one or more standing or ad hoc committees as necessary to fulfill the mission and operations of the Foundation.

Chairs of all committees shall be appointed by the Executive Council and ratified by the Board, unless otherwise provided by resolution.

All Members of the Beta Alpha Alumni Association of Alpha Gamma will also be members of the Foundation.

The Foundation will have the authority to provide Scholarships, Grants, and Educational Fund Reimbursements to the Active Chapter of Beta Alpha of Alpha Gamma Rho. All Beta Alpha Members and pending New Members will be eligible for these funds. The Rules for application for such funding will be made at the beginning of each fiscal year by the COO, and approved by the Board and the CFO.

Section 7.1 Fiscal Year

The fiscal year of the Foundation shall commence on July 1 and conclude on June 30 of the following year.

Section 7.2 Financial Oversight

The Foundation shall maintain bank and/or investment accounts in its name. Disbursements from such accounts shall be made only in accordance with policies established by the Board. The Foundation will charge members voluntary Foundation Dues annually. The BOARD will establish the amount which will remain in effect until changed by BOARD action,

Section 7.3 Tax Compliance

The Foundation shall file all required tax reports and information returns as a tax-exempt organization under Section 501(c)(3) of the Code and shall comply with all applicable local, state, and federal laws and regulations.

The Foundation will maintain a “Books of Account: in accordance with Non-profit Generally Accepted Accounting Principles.  A statement of activity and a statement of fund balances will be generated annually and submitted to the Board. Semi-Annual financial statements are encouraged but not mandatory

Section 7.3 Financial Reporting & Budgeting

The Foundation will maintain a “Books of Account: in accordance with Non-profit Generally Accepted Accounting Principles.  A statement of activity and a statement of fund balances will be generated annually and submitted to the Board. Semi-Annual financial statements are encouraged but not mandatory

The Foundation will maintain an annual Budget and submit the Budget for Board Approval.

To the fullest extent permitted by law, the Foundation shall indemnify any person who serves or has served as an officer or director of the Foundation against expenses, judgments, and liabilities reasonably incurred by them in connection with any proceeding arising by reason of such service, provided the individual acted in good faith and in a manner reasonably believed to be in the best interests of the Foundation.

These Bylaws may be amended, altered, or repealed, in whole or in part, upon the affirmative vote of two-thirds (⅔) of the Directors then serving, provided that written notice of the proposed amendment(s) shall have been provided to each Director at least ten (7) days prior to the meeting at which such action is to be taken.

Upon dissolution of the Foundation, and after paying or making provision for the payment of all liabilities, the Board shall, in accordance with applicable law and Section 501(c)(3) of the Code, distribute all remaining assets to one or more organizations organized and operated exclusively for charitable and educational purposes substantially similar to those of the Foundation, with preference given to organizations supporting agricultural education and the mission of Alpha Gamma Rho Fraternity.