Bylaws
NEOSHO R-5 SCHOOL DISTRICT CHARITABLE FOUNDATION AGREEMENT (Amended 09/18/2007) THIS AGREEMENT made this 9th day of February, 2001, between MARK MITCHELL, SUPERINTENDENT OF THE NEOSHO R-5 SCHOOL DISTRICT, as Grantor (hereinafter sometimes called "Grantor"), and MARK MITCHELL, Mr. Rudy Farber, Dr. Rodney McFarland, Dr. Donald Pogue, Mrs. Cathy Gorham, Mr. Mike Franks and Mrs. Tonya Patterson as Trustees (hereinafter sometimes called "Trustee"); WITNESSETH: WHEREAS, Grantor desires to create a Charitable Foundation for the charitable purposes set forth in this Agreement, and does hereby create the Neosho R-5 School District Charitable Foundation, a charitable trust. The Trustees shall manage the Trust solely and exclusively for such charitable purposes. NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, Grantor does hereby transfer, assign, convey and set over unto the Trustees and the Trustees accept the stun of Ten ($10.00) Dollars to initially fiend this Charitable Trust. TO HAVE AND TO HOLD the same together with the proceeds thereof, and any additional property which the Trustees may hereafter at any time hold or acquire from any source, all of which is hereinafter collectively referred to as the "Trust," IN TRUST NEVERTHELESS, for the following uses and purposes and subject to the following terms and conditions ARTICLE FIRST: A. This Agreement and the Trust created herein are hereby expressly declared to be irrevocable, and the Grantor hereby expressly waives all rights and powers, whether alone or in conjunction with others, to alter, amend or change the terms and conditions of this Agreement, in whole or in part. B. This Agreement may be amended or modified by a majority of the Trustees, whenever and as often and in such respects, but only to such extent, as the Trustees shall deem necessary or advisable in the administration of the Trust (i) to enable the Trust to qualify at all times during its existence as one which is tax exempt under Section 501 (c) (3) of the Internal Revenue Code of 1986 (as amended or revised from time to time during the term of this Agreement) (hereinafter the "Code"); (ii) to qualify at all times during its existence as an organization to which donations can be made that are deductible for income, estate, and gift tax purposes, to the extent allowed by the provisions of the Code and other laws and regulations in force and applicable from time to time; or (iii) so long as such amendment or modification will not result in preventing the Trust from continuing to qualify as an organization exempt from taxation, and as an organization to which deductible contributions (for income, gift and estate tax purposes) may be made, to clarify any of the provisions contained herein, or to remove any doubts as to the proper construction thereof. Any such amendment or modification shall be by an instrument in writing, executed and acknowledged by the Trustees. C. The Trustees acknowledge receipt of the contribution made concurrently with the execution of this Agreement. Grantor, and any other person or entity with the consent of the Trustees, may cause additional assets to be added to or otherwise become subject to this Agreement, and administered as a part of the trust estate created herein, such additional assets to be evidenced by the receipt of the then acting Trustees. ARTICLE SECOND: A. The Trust is organized, and is to be operated, exclusively for, charitable, scientific, literary and educational purposes for the betterment of the Neosho R-5 School District and its students, faculty and administration. B. It is the intention in creating this Trust that at all times the Trust shall qualify as an entity described in Sections 501(c)(3), 170(c), 2055 (a) and 2522(a) of the Code and shall be tax exempt and the donations to the Trust shall be deductible for income, gift and estate tax purposes to the fullest extent allowed by the provisions of the Code and other applicable legislation and regulations. Any provision hereof which, in operation or effect, would make it improper for sums contributed to the Trust to be allowable as deductions in determining the federal income, gift, or estate tax liabilities of the respective donors under laws and regulations then in effect or would cause this Trust to lose its exempt status under the income tax laws and regulations, shall be inoperative and null and void. Anything contained in this Agreement to the contrary notwithstanding, the Trust, its income and principal (other than such part as may be required to pay taxes and administration expenses) shall be used exclusively for charitable, scientific, literary or educational purposes, within the United States or any of its possessions, and shall not revert or be distributed to or used for or inure to the benefit of (i) any individual or corporate donor to the Trust; (ii) any person who is a member of the family of any such donor, as the term "family" is defined in Section 267(c) (4) of the Code; or (iii) any corporation controlled by any such other donor, through the ownership, directly or indirectly, of 50% or more of the total combined voting power of all classes of stock entitled to vote or 50% or more of the total value of shares of all classes of stock of such corporation. No part of the activities of the Trust shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Trust shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of (or in opposition to) any candidate for public office. C. The Trustees shall distribute exclusively for charitable, scientific, literary or educational purposes for the betterment of the Neosho R-5 School District, and its students, faculty and administration, within the meaning of those terms as used in Section 2055(a)(3) of the Code, the net income derived from the trust estate (and such amounts from principal as may be required to comply with the provisions of paragraph E(3) of ARTICLE Second) in such amounts and at such time or times as the Trustees shall determine, including without limitation distributions to any organization or organizations organized and operated exclusively for charitable, scientific, literary or educational purposes resulting in the betterment of the Neosho r-5 School District, no part of the net earnings of which inures to the benefit of any private stockholder or individual, and which is not disqualified for tax exemption under Section 501(c)(3) by reason of attempting to influence legislation, and which does not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of (or in opposition to) any candidate for public office. [Without limiting the discretion of the Trustees, it is Grantor's intention that distributions should be made for the purposes set forth above to organizations so described which have their principal place of business located or operated within the Neosho R-5 School District.] Any net income not so distributed shall be accumulated and from time to time added to the principal of the Trust. D. The Trust shall continue forever unless the Trustees terminate it and distributes all of the income and principal, which action may be taken by the Trustees in the Trustees' discretion if the Trust has a principal value of One Hundred' Thousand Dollars ($100,000) or less and the Trustees determine that such termination is in the Trust's best interest, or if the Trust fails or ceases to exist or fails or ceases to be an organization described in Section 501(c)(3) of the Code. In any of such events the principal of the Trust, together with any undistributed net income, shall be distributed to such organization or organizations organized and operated exclusively for charitable, scientific, literary, or educational purposes as shall at the time qualify as an exempt organization or organizations described in Section 501(c)(3) of the Code selected by the Trustees then serving hereunder, [such distributions to be made to the extent possible to support such organizations benefiting the Neosho R-5 School District, including the School District itself.] Notwithstanding the foregoing, the Trustees are authorized and empowered at any time the Trustees deems advisable to organize a not-for-profit corporation limited to the uses and purposes provided for in this paragraph D of ARTICLE Second, such corporation to be organized under the laws of any state or under the laws of the United States as may be determined by the Trustees; such corporation when organized to have the power to administer and control the affairs and property and to carry out the uses, objects, and purposes of this Trust and no other purpose. Upon the creation and organization of such corporation, the Trustees are authorized and empowered to convey, transfer, and deliver to such corporation all the property and assets of this trust. The charter, by-laws, and other provisions for the organization and management of such corporation and its affairs and property shall be such as the Trustees shall determine, consistent with the provisions of this paragraph D of ARTICLE SECOND. E. As contemplated by paragraph B of this ARTICLE SECOND: (1) The Trust is not formed for pecuniary profit or financial gain, and no part of the net earnings of the Trust shall inure or be distributable to or for the benefit of any Trustees or private individual, except that the Trustees are authorized to pay reasonable compensation and commissions for services rendered to or for the Trust (to the extent provided in ARTICLE FIFTH) and to make distributions in furtherance of the Trust's charitable purposes. (2) No part of the activities of the Trust shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Trust shall not participate in or intervene (including the publishing or distributing of statements) in any political campaign on behalf of (or in opposition to) any candidate for public office. (3) The Trustees are prohibited from engaging in any act of self dealing as defined in Section 4941(d) of the Code, from retaining any excess business holdings as defined in Section 4943 (c) of the Code which would subject the Trust to tax under Section 4943 of the Code, from making any investments which would subject the Trust to tax under Section 4944 of the Code, and from making any taxable expenditures as defined in Section 4945(d) of the Code. The Trustees shall make distributions at such time and in such manner as not to subject the Trust to tax under Section 4942 of the Code. (4) If any contributions are made to the Trust by a corporate donor, such contributions and any income or gain thereon or reinvestment thereof shall not be distributed for any use outside the United States. F. The taxable years of the Trust shall be the calendar year. ARTICLE THIRD: In addition to and not in limitation of, any powers conferred upon fiduciaries by statute or general rules of law, and unless this Agreement provides otherwise and to the extent consistent with paragraphs B and E of ARTICLE SECOND, the Trustees are expressly authorized, in their discretion: A. To retain and hold in or as a part of the trust estate any investment or other property acquired from Grantor, Grantor's estate or any other donor, with full power, nevertheless, to change and vary the form of any investment from time to time as to it shall seem best. B. To invest and reinvest the trust estate in such stocks, bonds, notes and other securities, or property, real or personal, including shares or interests in investment trusts and common trust funds, and to write call options on securities held by the trust estate, as it may deem advisable, even though such investments may not be of the character generally deemed permissible for investment by fiduciaries. Investments need not be diversified and may be made or retained with a view to a possible increase in value. The Trustees may at any time hold cash or readily marketable securities of low yield for such period as it may deem advisable. Nothing in this Trust instrument, however, shall be construed to restrict the Trustees from investing the Trust assets in a manner that could result in the annual realization of a reasonable amount of income or gain from the sale or disposition of Trust assets. C. To sell, exchange, convey or dispose of, or to grant options with respect to, any property, real or personal, which may at any time form a part of the trust estate, and any sale may be made by private contract or by public auction, and for cash or upon credit, or partly for cash and partly upon credit, as it may deem best, and no person dealing with the Trustees shall be bound to see to the application of any monies paid. D. To exercise any rights and privileges to convert investments or other property into other investments or other property and to subscribe for additional securities, and to hold any assets so acquired as investments of the trust estate. E. To vote in person or by proxy any stocks or other securities held by it. F. To join in, or to dissent from and to oppose, the reorganization, recapitalization, consolidation, sale or merger of corporations or properties in which it may be interested as Trustees upon such terms and conditions as it may deem wise, and to accept any securities which may be issued upon any such reorganization, recapitalization, consolidation, sale or merger, and thereafter to hold the same. G. To manage, operate, repair and improve and to mortgage or lease, or both, regardless of the length of the term, any real estate forming a part of the trust estate. H. To establish, from rents, profits, or other income, such reserves for taxes, assessments, insurance, repairs, improvements, depreciation and maintenance of buildings and other property, as it shall deem advisable and consistent with the purposes of Grantor. I. To continue and operate any business which may form a part of the trust estate and to do all things deemed advisable in connection therewith, including the power to incorporate or otherwise change the form of the business and to put additional capital into it, as it may deem best. J. To compromise, compound and settle any obligation due to or from the trust estate, to reduce the rate of interest on, and to extend or otherwise modify, or to foreclose upon default or otherwise enforce, any such obligation. K. To enforce or to abstain from the enforcement of any right, obligation or claim, and to abandon, if in its discretion it shall deem it advisable, any property, real or personal, which may at any time form a part of the trust estate, and, in general, to protect in every way the interests of the trust estate and of the beneficiaries thereof, either before or after default. L. To cause to be registered in its name, individually or as Trustees, or in the name of its nominees, any securities or other property from time to time held by it, or to take and keep them unregistered, and to retain them or any part thereof in such condition that they will pass by delivery. M. To borrow money for any purposes connected with the protection, preservation or improvement of the trust estate whenever in its judgment advisable and as security therefore to mortgage or pledge any property forming a part of the trust estate upon such terms and conditions as it may deem advisable. N. Except as otherwise expressly provided elsewhere herein, to make any division or distribution in cash or in kind, or partly in cash and partly in kind, on the basis of market values at the time of such division or distribution, or if there be no recognized market value, at the fair value thereof, without regard to the income tax basis of particular assets and without any requirement of prorata or homogenous division or distribution. Any determination of recognized market value or fair value of any security or property made by the Trustees for the purposes hereof shall be deemed presumptively correct. O. To pay any and all expenses, costs, fees (including the Trustees' own fees), taxes, penalties, or other charges and, except as otherwise expressly provided herein, to charge the same against principal or income or partly against the principal and partly against the income of the whole or any part of each respective trust. P. To determine equitably, in the discretion of the Trustees, how any money or other property received, or any gain or loss realized or incurred, shall be allocated as between income and principal, and to apportion between income and principal any loss or expenditure in connection with the trust estate, except that- (1) in the case of securities purchased at a discount, the entire subsequent sale price or maturity value shall be credited to principal; (2) in the case of securities purchased at a premium, the premium shall be charged against principal without amortizing the same. Q. To rely upon any information, affidavit, certificate, letter, notice, telegram or other document, or upon any telephone conversation believed by it to be genuine and sufficient. R. To submit to final arbitration any matter of difference with others. S. To employ agents, attorneys and other persons whose services may reasonably be required in the administration of the trust estate and to pay reasonable compensation. T. To make, execute, acknowledge and deliver any and all deeds, leases, assignments and other legal instruments necessary or proper to carry out the provisions of this Agreement. Anything contained in this Agreement to the contrary notwithstanding, no loan, investment, or transaction shall be made by the Trustees which would deny to the Trust exemption from taxation for income tax purposes or cause the disallowance as a deduction for income, gift or estate tax purposes of any contributions, bequests, or gifts made to the Trust by individual and corporate donors. ARTICLE FOURTH: Notwithstanding any statute or rule of law to the contrary, no Trustee shall be required to qualify or to file inventories or accountings in any probate or other court. ARTICLE FIFTH: The Trustees shall consist of the Superintendent of the Neosho R-5 School District, the Administrative Assistant to the Superintendent of Schools, a member of the Neosho R-5 School District Board of Education,(each of these members will be voting members, however, neither the Superintendent or the School Board member will be eligible to hold office.) In addition to the trustees above mentioned there will be a minimum of nine and a maximum of twenty-five trustees each serving a term of three (3) years. Terms of the trustees will be staggered such that approximately one-third of the trustees terms expire each year. ARTICLE SIXTH: Any Trustee may resign at any time by giving not less than thirty (30) days written notice to the President of the Neosho School District Charitable Foundation, such notice is to be delivered directly to the office of the Superintendent of Schools of the Neosho R-5 School District, who will forward such notice to the President. No successor Trustee shall be liable or responsible for any act or default of any predecessor Trustee or for any loss or expense resulting from or occasioned by anything done or neglected to be done in the administration of the trust estate prior to its becoming a Trustee, nor shall it be required to inquire into or take airy notice of the prior administration of the trust estate. Should a vacancy exist a successor Trustee shall be appointed within the guidelines of Article Fifth. In addition, upon request of the President, the board may remove, by majority vote, any trustee who fails to attend meetings without having reasons satifactory to the President.
ARTICLE SEVENTH: The greater of five or 40% of the then duly acting Trustees shall constitute a quorum for the transaction of business, including authority to authorize any expenditures, gift or payment. Trustees shall elect a President and Vice President at a meeting of the Trustees to be held in April of each year. The terms of office for such officers shall be from the next July 1st to the following June 30th. The Administrative Assistant to the Superintendent of Schools shall serve as the Secretary/Treasurer of the Foundation. Regular meetings of the Trustees shall be held on the third Monday, at the High School Library Reference Room. A special meeting of the Trustees may be called by the President or Vice President or any four (4) Trustees. Five (5) days written notice shall be given to all Trustees of any special meeting. Such notice shall state the date, time, and place of such meeting, and the purpose for which the meeting is called.
ARTICLE EIGHTH: All the estate, powers, trusts, duties and discretion anywhere herein created or conferred, shall be held, possessed or exercised by and shall extend to any Trustee hereunder, whether such be the Trustee named herein or its successors or substitutes. No bond shall be required in any jurisdiction of any Trustee acting hereunder. ARTICLE NINTH: The Trustees acknowledge receipt from the Grantor of the initial Ten ($10.00) Dollars and accepts the Trust upon the terms herein set forth. ARTICLE TENTH: This instrument shall be construed and administered, and the validity of the Trust hereby created shall be determined, in accordance with the laws of the State of Missouri. In the interpretation or construction of the provisions of this instrument and in the administration of any trust created under this Agreement, the following shall govern and control: A. The masculine gender shall be deemed, where appropriate, to include the feminine or neuter, and the singular the plural, and vice versa. B. Subject to paragraphs B and E of ARTICLE Second of this Agreement, in the event of a conflict between the provisions of this Agreement and any statute or rule of law to the contrary, including, but not limited to, any prudent investor or prudent man law, then the provisions of this Agreement shall control. ARTICLE ELEVENTH: This Agreement shall extend to and be binding upon the Personal Representatives and assignees of the Grantor and upon the successors of the Trustees. IN WITNESS WHEREOF, this instrument has been executed, as of the day and year first above written by Grantor and the Individual Trustees. GRANTOR: RICHARD PAGE, SUPERINTENDENT OF THE NEOSHO R-5 SCHOOL DISTRICT CHARTER TRUSTEES:
MARK W. MITCHELL, INDIVIDUAL TRUSTEE
DONALD R. POGUE, INDIVIDUAL TRUSTEE (DECEASED)
DR. RODNEY MCFARLAND, INDIVIDUAL TRUSTEE
MR. RUDY FARBER, INDIVIDUAL TRUSTEE
CATHY GORHAM, INDIVIDUAL TRUSTEE
MICHAEL FRANKS, INDIVIDUAL TRUSTEE
TONYA PATTERSON, INDIVIDUAL TRUSTEE
ARTICLE SEVENTH: The greater of five or 40% of the then duly acting Trustees shall constitute a quorum for the transaction of business, including authority to authorize any expenditures, gift or payment. Trustees shall elect a President and Vice President at a meeting of the Trustees to be held in April of each year. The terms of office for such officers shall be from the next July 1st to the following June 30th. The Administrative Assistant to the Superintendent of Schools shall serve as the Secretary/Treasurer of the Foundation. Regular meetings of the Trustees shall be held on the third Monday, at the High School Library Reference Room. A special meeting of the Trustees may be called by the President or Vice President or any four (4) Trustees. Five (5) days written notice shall be given to all Trustees of any special meeting. Such notice shall state the date, time, and place of such meeting, and the purpose for which the meeting is called.
ARTICLE EIGHTH: All the estate, powers, trusts, duties and discretion anywhere herein created or conferred, shall be held, possessed or exercised by and shall extend to any Trustee hereunder, whether such be the Trustee named herein or its successors or substitutes. No bond shall be required in any jurisdiction of any Trustee acting hereunder. ARTICLE NINTH: The Trustees acknowledge receipt from the Grantor of the initial Ten ($10.00) Dollars and accepts the Trust upon the terms herein set forth. ARTICLE TENTH: This instrument shall be construed and administered, and the validity of the Trust hereby created shall be determined, in accordance with the laws of the State of Missouri. In the interpretation or construction of the provisions of this instrument and in the administration of any trust created under this Agreement, the following shall govern and control: A. The masculine gender shall be deemed, where appropriate, to include the feminine or neuter, and the singular the plural, and vice versa. B. Subject to paragraphs B and E of ARTICLE Second of this Agreement, in the event of a conflict between the provisions of this Agreement and any statute or rule of law to the contrary, including, but not limited to, any prudent investor or prudent man law, then the provisions of this Agreement shall control. ARTICLE ELEVENTH: This Agreement shall extend to and be binding upon the Personal Representatives and assignees of the Grantor and upon the successors of the Trustees. IN WITNESS WHEREOF, this instrument has been executed, as of the day and year first above written by Grantor and the Individual Trustees. GRANTOR: RICHARD PAGE, SUPERINTENDENT OF THE NEOSHO R-5 SCHOOL DISTRICT CHARTER TRUSTEES:
MARK W. MITCHELL, INDIVIDUAL TRUSTEE
DONALD R. POGUE, INDIVIDUAL TRUSTEE (DECEASED)
DR. RODNEY MCFARLAND, INDIVIDUAL TRUSTEE
MR. RUDY FARBER, INDIVIDUAL TRUSTEE
CATHY GORHAM, INDIVIDUAL TRUSTEE
MICHAEL FRANKS, INDIVIDUAL TRUSTEE
TONYA PATTERSON, INDIVIDUAL TRUSTEE
