BYLAWS OF
JOHN G. NEIHARDT FOUNDATION
ARTICLE I. MEMBERS
Section 1. Annual Meeting. The Annual Meeting of Members will be on the first Sunday in August prior to the Annual Neihardt Day Program at the Neihardt Center in Bancroft, Nebraska for the purpose of electing directors and for the transaction of such other business as may come before the meeting.
Section 2. Special Meetings. Special Meetings of Members may be called by the President, the Board of Directors or the holders of at least five percent (5%) of the Members. Notice of such Special Meetings must be given not less than ten (10) days nor more than forty (40) days before the date of such Special Meetings.
Section 3. Quorum. A quorum of at least ten (10) votes must be cast at any membership meeting for the transaction of such business and may be cast either in person or by proxy.
ARTICLE II. DIRECTORS
Section 1. Number and Qualification. The business and affairs of the Foundation shall be managed by a Board of Directors consisting of a minimum of twenty (20) persons who are Members of the Foundation.
Section 2. Election and Tenure. Such Directors shall be elected annually at the Annual Meeting of Members held on the day of the Annual Neihardt Day Program and shall hold such office for the period of one (1) year or until their successors have been duly elected.
Section 3. Vacancies. Vacancies occurring by reason of any increase in the number of directors shall be filled by vote of the Members at the annual meeting or at a special meeting called for that purpose. Vacancies resulting from any other cause may be filled by affirmative vote of a majority of the remaining directors.
Section 4. Quorum. Ten (10) members of the Board of Directors shall constitute a quorum for the transaction of any business. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 5. Meetings. The Board of Directors shall meet semi-annually with the first meeting on the first Sunday in August prior to the Annual Neihardt Day Program and the second meeting six (6) months later in February
Section 6. Special Meetings. Special Meetings of the Board of Directors may be called by the President, or ten percent (10%) of the directors then in office. Notice of such Special Meeting must be given at least two (2) days prior to the date of holding any Special Meeting
ARTICLE III. OFFICERS
Section 1. Number and Title. The following officers shall be elected by the Board of Directors:
(1) President
(2) Vice President
(3) Secretary
(4) Treasurer
Section 2. Committees. The Board of Directors shall organize themselves into the following four (4) committees with each director serving on at least one (1) committee. Each committee shall designate one of its Members as its Chairman:
Committee on Development is responsible for fundraising, membership and budget
Committee on Education and Literacy Programs is responsible for youth and adult education, conferences, programs, and events.
Committee on Community Relations is responsible for publications, graphic standards, public relations, publicity, and promotions.
Committee on Human Resources is responsible for the staff, personnel, volunteer recruitment, job descriptions, and facilities.
Section 3. Executive Committee. The persons elected to the offices designated in Section 1 and the Chairman of each of the four (4) committees as set forth in Section 2 shall constituted the Executive Committee which is hereby empowered to make executive decisions concerning the Foundation which might be required when it is not feasible to call a meeting of the Board of Directors.
Section 4. Duties of President. The president shall be the principal executive office of the Foundation and, subject tot eh control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Foundation. The President shall, when present, preside at all meetings of the Members and of the Board of Directors. The President may sign, with the Secretary or any other proper officer of the Foundation thereunto authorized by the Board of Directors, deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Foundation or shall be required by law to be otherwise signed or executed; and in general, shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 5. Duties of Vice President. In the absence of the President or in the event of his or her death, inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President may sign and shall perform such other duties as from time to time may be assigned by the President or by the Board of Directors.
Section 6. Duties of Secretary. The Secretary shall attend and keep minutes of the meetings of the Members and of the Board of Directors in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law, by the custodian of the records, keep register of the post office address of each Member which shall be furnished to the Secretary by such Member, have general charge of the minute books of the Foundation, and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors.
Section 7. Duties of Treasurer. The Treasurer shall have charge and custody and be responsible for all funds and securities of the Foundation, receive and give receipts for all securities and monies due and payable to the Foundation from any source whatsoever, deposit all such monies in the name of the Foundation in such banks, trust companies, or in other depositories as shall be collected in accordance with the provisions of these Bylaws, and in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine.
ACCOUNT
The funds of the Foundation shall be deposited in such banks, trust funds, or depositories as the Board of Directors may designate and shall be withdrawn upon the signature of the President and/or upon the signatures of such other person or persons as the directors my by resolution authorize.
ARTICLE V. AMENDMENTS
Except otherwise provided by law or by specific provisions of these Bylaws, the Bylaws may be amended or repealed by the Board of Directors or by the Members at any annual, regular, or special meeting of the Board of Directors or of the Members
INDEMNIFICATION OF DIRECTORS,
OFFICERS, EMPLOYEÄS AND AGENTS
To the extent permitted by law, the Foundation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the Foundation, by reason of the fact that he or she is or was a director, officer, employee or agent of the Foundation against expenses, including attorney fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Foundation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
ARTICLE VII. PROHIBITION AGAINST SHARING
FOUNDATION EARNINGS
No director, officer, or employee of or Member of a committee of or person connected with the Foundation, or any other private individual shall receive any of the net earnings or pecuniary profit from the operations of the Foundation; provided, however, this provision shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the Foundation in effecting any of its purposes as shall be fixed by the Board of Directors, and no such person or persons shall be entitled to share in the distribution of any of the assets upon the dissolution of the Foundation.