Foundation Bylaws

Article I: Authority and Responsibility of Governing Board
Section 1.1: Authority
The Ebed-Melech Foundation is established as a charitable organization under Section 501(c)(3) of the Internal Revenue Code. The Board of Trustees (referred to as the “Board”) is responsible for overseeing the Foundation’s operations, which include raising funds, providing scholarships, and supporting the mission of Ebed-Melech University. All activities of the Foundation shall comply with applicable federal and state laws, as well as the Foundation’s Articles of Incorporation.

Section 1.2: Responsibilities of the Board
(a) The Board is responsible for the strategic oversight and governance of the Foundation, including:
Preserving the independence and integrity of the Foundation’s operations.
Promoting the Foundation’s mission to support education and charitable initiatives.
Providing strategic direction to meet the Foundation’s short- and long-term objectives.
Ensuring proper stewardship of the Foundation’s funds, assets, and programs.
(b) The Board shall:
Establish goals and policies consistent with the Foundation’s mission.
Manage and oversee the administration of grants and scholarships.
Ensure compliance with federal and state regulations governing nonprofit organizations.
Provide direction and support to the President and executive officers of the Foundation.
(c) Fiduciary Duties: All Board members have a legal responsibility to act in the best interest of the Foundation, ensuring ethical management of funds and resources.

Section 1.3: Training of Board Members
New Board members are required to undergo training in areas including:
Ethical governance and conflict of interest policies.
Financial stewardship and investment management.
Fundraising strategies and donor relations.
Nonprofit governance and compliance with 501(c)(3) requirements.

Article II: Organizational Structure and Membership
Section 2.1: Composition of the Board
The Board shall consist of no fewer than five (5) and no more than fifteen (15) members, who are appointed by the President of the Foundation. Members are selected based on their expertise in education, finance, nonprofit governance, or other relevant fields, and their commitment to the Foundation’s mission. At least 25% of board members must be independent (non-family) to provide oversight and credibility.

Section 2.2: Terms of Service
Each member shall serve a three (3)-year term, with the option for reappointment for one additional term. Terms shall be staggered so that approximately one-third of the members’ terms expire each year to ensure continuity within the Board.
Section 2.3: Removal of Board Members
A Board member may be removed by a two-thirds (2/3) majority vote of the Board for failure to fulfill their duties or for conduct that is detrimental to the Foundation.

Article III: Conflict of Interest
Section 3.1: Avoidance of Conflicts
Board members are required to act in the best interest of the Foundation at all times. A conflict of interest occurs when a member has a personal or financial interest that could impair their ability to perform their duties objectively.

Section 3.2: Disclosure and Recusal
Board members must disclose any potential conflicts of interest to the Chairperson. Affected members shall recuse themselves from all discussions or decisions related to the conflict.

Article IV: Officers of the Foundation
Section 4.1: Officer Positions

The officers of the Foundation shall include:
Chairperson: Leads Board meetings, sets agendas, and represents the Foundation.
Vice-Chairperson: Assists the Chairperson and presides in their absence.
President: Oversees the day-to-day operations of the Foundation.
Secretary: Maintains records of Board meetings and ensures timely distribution of minutes.
Treasurer: Manages financial oversight, including budgeting and reporting.

Section 4.2: Appointment and Election of Officers
The President, as the Founder and permanent leader of the Foundation, shall hold office indefinitely and is not subject to election or reappointment by the Board. The President shall have the authority to appoint officers, including the Chairperson, Vice-Chairperson, Secretary, and Treasurer. These appointments shall be subject to confirmation by a majority vote of the Board.
Officers shall serve two (2)-year terms and may be reappointed by the President for successive terms, with confirmation by the Board.
If the Board does not confirm an officer appointment, the President retains the authority to nominate an alternate candidate or make an interim appointment until a suitable candidate is confirmed.

Section 4.3: Presidential Succession
In the event of the death, incapacity, or resignation of the President, the office of President shall be transferred to the individual named as successor in the President’s valid last will and testament. If no successor is named in the will, the Board of Trustees shall appoint a successor from among the President’s nearest relatives, following this order of priority:
First Priority: The President’s spouse, if willing and able to serve.
Second Priority: The President’s eldest living biological child or grandchild, if willing and able to serve.
Third Priority: Any other biological or stepchild or grandchild of the President, in order of age, if willing and able to serve.

If no relative is able or willing to serve, the Board of Trustees may appoint an individual who reflects the values and mission of the Foundation to serve as President. However, in such cases where the successor is not a relative, the appointed President shall serve for a maximum term of three (3) years, after which the Board of Trustees may either reappoint the individual for an additional term or elect a new President.

All appointments must either have experience in nonprofit management or a related field, or demonstrate a willingness to complete training in nonprofit leadership and governance within the first year of their term. Additionally, all appointees must align with the Foundation’s mission and comply with 501(c)(3) requirements.

Article V: Committees

Section 5.1: Standing Committees
The following standing committees shall be established to manage the Foundation’s key activities:
Finance Committee: Provides oversight of the Foundation’s financial operations, including budgets and investments.
Scholarship Committee: Reviews and awards scholarships, ensuring alignment with donor intentions.
Fundraising Committee: Develops and implements strategies to increase donor engagement and fundraising efforts.

Section 5.2: Special Committees
Special committees may be appointed by the Chairperson to address specific projects or issues. These committees shall serve until their goals are met or until discharged by the Board.

Article VI: Meetings of the Board
Section 6.1: Regular Meetings
The Board shall hold at least two (2) regular meetings each year, one in the spring and one in the fall. The fall meeting shall be the annual meeting, where officers are elected, and the upcoming year’s agenda is established.

Section 6.2: Special Meetings
Special meetings may be called by the Chairperson or by a written request from at least three (3) Board members. Members must be given at least seven (7) days’ notice prior to the meeting.

Section 6.3: Quorum
A quorum shall consist of a majority of the Board members. Decisions shall be made by a majority vote of those present, provided a quorum is established.

Section 6.4: Meeting Procedures
All meetings shall be conducted in accordance with Robert’s Rules of Order, unless otherwise specified by these bylaws.

Article VII: Financial Management

Section 7.1: Budgeting and Financial Oversight
The Foundation shall prepare an annual budget that must be approved by the Board. The Treasurer and Finance Committee shall oversee financial operations, ensuring compliance with Generally Accepted Accounting Principles (GAAP) and other applicable standards.

Section 7.2: Audits and Reporting
The Foundation shall undergo an independent financial audit annually. The results of the audit shall be reviewed by the Board, and financial reports shall be made available to the public as required by law.

Article VIII: Amendments to the Bylaws
These bylaws may be amended by a two-thirds (2/3) majority vote of the Board at any regular or special meeting, provided that notice of the proposed amendments is given at least thirty (30) days prior to the meeting. Any amendments must be approved by the President.

Adopted by the Ebed-Melech Foundation Board of Trustees on ( December 2024)