Edge-ucate

Constitution and Bylaws

Article I

Purpose and Mission

Section 1-Name

This organization shall be known as Edge-ucate.

Section 2-Purpose

This organization is organized exclusively for the charitable, educational, religious, or scientific purposes within the meaning of section 501(c)(3) of the Internal Revenue Code.

Section 3-Mission

The mission and goal will be taking the opportunity of education to the farthest reaches of the globe, and ensuring that children, despite economic and conflict conditions, have the chance to learn and better themselves.

Section 3-Objectives

By building and supporting schools and related projects in some of the most underdeveloped countries in the world, we strive to provide a foundation of opportunity, enabling people to lead more fulfilling and productive lives. We also seek to build effective partnerships between project schools abroad with American schools, organizations, and businesses. These partnerships will provide valuable cross-cultural interaction, didactic leadership activities, and fundraising exercises to groups, schools, and businesses in America, while promoting long run sustainability for project schools abroad.

Section 4-Inurement of Income

No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, trustees, officers or other private persons except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered.

Section 5-Operational Limitations

Notwithstanding any other provisions in these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal Income Tax under section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Revenue Law) or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Revenue Law).

Article II

Board of Directors

Section 1-Number

The Board of Directors shall consist of not less than 5 or more than 10 elected members. The board shall retain the authority to increase its number in order to adequately represent any new commitments or community outreach programs that Edge-ucate has expanded to include.

Section 2-Election and Term of Office

Election of the Board members and Officers will take place at the annual meeting of the Board of Directors, which shall be held each year prior to November 1, the specific time and date to be determined by the Chairperson of the Board. Members of the Board shall be elected for one year terms and until their successors are elected and accept office. No Board member shall serve more than five consecutive one year terms, but may again serve as such after at least one year off the Board. At the discretion of the Nominating Committee, and elected by the Board of Directors at the annual meeting, up to three Board members may be asked to serve additional years on the Board of Directors to fulfill leadership roles in the organization.

Section 3-Responsibility, Authority, and Expectations

1. Responsibility and Authority-The Board of Directors shall have responsibility for oversight of policy related to the property, affairs and finances of Edge-ucate and elect members of the Board of Directors, Executive Committee and Nominating Committee as well as Board Officers upon recommendation of the Nominating Committee.

2. Expectations of Members

   1. Members of the Board of Directors are expected to attend the majority of the duly scheduled meetings of the board each year.

   2. Board members are expected to participate in various community outreach programs designed to further the scope and reach of Edge-ucate partner programs.

Section 4-Annual Meeting

The annual meeting of the Board of Directors shall be held each year prior to November 1, the specific time and date to be determined by the Chairperson of the Board.

Section 5-Composition

The Nominating Committee is charged with the responsibility of insuring that the Board is broadly representative of the targeted partnership community, including social, educational, business, and volunteer sectors.

Section 6-Vacancies

Vacancies on the Board of Directors shall be filled for the unexpired term by the Board, upon recommendation of the Nominating Committee.

Section 7-Meetings

The Board of Directors shall meet on a regular basis, as determined by the President of the Board, but not less than four times each calendar year. Special meetings shall be held as called by the President of the Board or upon request of 40% of the Board. The notice of such special meetings shall include the purpose for which the meeting is called, and any meeting called by the necessary number of Board members shall be held within 14 days of such request.

Section 8-Ex-Officio Members

1. Ex-officio members of the Board of Directors shall serve as regular members of the Board, shall have all rights and privileges thereto, shall be included in the total number of members allowed for Board membership as stated in Article II, Section 1 and shall include chairpersons of the following: Edge-ucate College Outreach Program, Edge-ucate Volunteer Coordinator, and other groups as created in the future and deemed to be so included by the Board of Directors.

2. By the definition applied, ex-officio shall mean only that individual serving on the Board of Directors is seated by virtue of the position held as defined in Section 8 Paragraph A, and is not elected to the Board of Directors by the regular nominating process and is not subject to the term limitations set out in Article II, Section 2 above.

3. At no time shall the total membership of the Board exceed the limits established in Article II, Section 1, by the inclusion of ex-officio members.

Article III

Officers

Section 1-Officers

The elected officers of Edge-ucate shall be the President of the Board, a Vice President of the Board, and a Treasurer. These officers shall be elected by the Board, from its members, upon recommendation of the Nominating Committee. In addition, the president and CEO shall serve as the Secretary and shall be a non-voting member of the Board.

The President shall convene and preside at regularly scheduled Board meetings. In the event of the absence of the chair, the chair will arrange for other members of the Executive Committee to preside in the following order: Vice President and Treasurer.

The Treasurer shall make a report at each Board meeting. The Treasurer shall chair the Finance Committee, assist in the preparation of the annual budget and make financial information available to Board members and the public.

The Secretary shall be responsible for keeping records of Board actions, including taking minutes at all Board meetings, sending out meeting announcements, distributing copies of minutes and agenda to all board members and assuring that corporate records are maintained.

In the event of the absence of the secretary, the Secretary will arrange an individual to act in his or her capacity. This individual will be approved by the members of the Executive Committee to preside in the following order: Secretary-elect and Treasurer.

Section 2-Appointments

All Chairpersons of outreach coordinating programs shall be appointed by the President of the Board subject to approval of the Executive Committee.

Section 3-President and CEO

The CEO shall be employed by the Board, shall be accountable to the Board through the President of the Board, and shall serve as Secretary of the Board without vote.

Section 4-Duties

Duties of the officers shall be those typically assigned to such officers and those which may be assigned to them by the Board.

Section 5-Term in Office

1. All officers to be appointed or elected shall be appointed or elected at the Annual Meeting.

2. The President of the Board and Treasurer shall be elected for and serve terms of one year affective with the Annual Meeting. The Vice President of the Board shall be selected at the beginning of the President of the Board’s term in office and shall serve as such for one year.

3. Any officer may be removed by a majority vote of the Board, and the Board shall fill any such vacancies. The President of the Board, Vice President, and the Treasurer may not succeed themselves in that office, but may again serve after at least one year out of said office. All appointed officers may serve no more than three consecutive one year terms in the same office, but may again serve in such office after at least one year out of such office.

Article IV

Executive Committee

Section 1-Number, Composition, and Term of Office

The President of the Board shall select and appoint an amount deemed appropriate to serve on the Executive Committee. The Executive Committee shall consist of, but not be limited to, Board officers, community outreach representatives and at-large members as selected by the President and approved by the Board of Directors. Executive Committee membership will last for up to one year, and will be renewable after the duration of one term.

Section 2-Responsibility and Authority

The Executive Committee is charged with Edge-ucate oversight and accountability consistent with the strategic direction established by the Board of Directors. The Executive Committee shall have the authority to act on behalf of the Board of Directors, executing this authority primarily:

1. To approve policy and operational decisions consistent with Edge-ucate’s strategic directions as established by the Board, including fund distribution decisions.

2. To provide regular fiscal oversight

3. When an emergent or urgent decision is needed

The Executive Committee will inform the Board of all decisions it makes and will request Board ratification of the annual operating budget and annual audit as well as any other decisions it deems require such ratification.

Article V

Nominating Committee

Section 1-Responsibility

1. The Nominating Committee shall endeavor to insure that the Board of Directors and standing committees are fairly representative of all community outreach programs. Important factors to be considered in the selection of the Board and committees shall include representation reflective of the diversity of social groups, educational, and business communities. Other factors to be included when selecting such personnel are: geography, race, sex, economic levels, business, professions, labor, contributors and consumers of service.

2. The Nominating Committee shall solicit the names of suggested interested individuals from a list of agencies, organizations, businesses, unions and other groups in advance of nomination.

3. The Committee shall nominate the required number for the Board of Directors, the officers and its own Nominating Committee, and shall recommend to the Board candidates to fill vacancies on the Board, when they occur.

4. The Nominating Committee shall develop lists of prospects who may be selected to serve on strategic councils, cabinets and standing committees, with power of appointment being reserved to the appropriate division or committee chairperson and power of approval being reserved to the Chairperson of the Board.

Section 2-Other Nominations for Board and Nominating Committee

Other nominations for the Board may be made by written notification from members of the community to the President of the Board not less than thirty days in advance of the Annual Meeting. Upon receipt of such nominations, a ballot will be prepared for use by the Board Members at the Annual Meeting.

Section 3-Committee Composition

1. The Nominating Committee shall be selected to insure broad community representation. It shall have three members. Not less than one or more than three of such members shall be a current member of the Board of Directors.

2. Members of the Nominating Committee shall be nominated and elected for one year terms. The Board of Directors shall have the authority to elect Nominating Committee members. Such members may not succeed themselves, but may again serve after at least one year off the committee.

3. The President of the Board shall appoint from the elected committee, for a term of one year, a Chairperson, whose appointment shall be approved by the Board. The Chairperson may serve no more than one, one year term.

Article VI

Divisions and Committees

Section 1- General

The Board of Directors shall have the authority to create, charge, and terminate strategic councils, cabinets, standing committees and ad hoc committees as may be necessary to carry out the functions of Edge-ucate.

Section 2-Cabinet and Committee Members

Standing committee members shall be appointed for one-year terms. No Cabinet or standing committee member shall serve more than three consecutive one-year terms, but may again serve on such committee after at least one year off.

Section 3-Chairpersons

The chairpersons of any strategic councils, cabinets or standing committees shall be appointed for a one-year term. No chairperson shall serve more than one, one-year term, but may again serve as Chairperson after at least one year after he or she has ceased to serve as such.

Section 4-Strategic Councils

The board may establish strategic councils, as it deems appropriate. These councils shall have no less than 3 members of which no less than one shall be members of the Board. Each council shall be responsible to provide strategic leadership, as well as to develop and recommend policy and direction for Edge-ucate in its assigned area of responsibility. Members shall serve one-year terms. No member shall serve more than two consecutive one-year terms, but may serve again after one year off the council. Strategic Councils are responsible to the Executive Committee of the Board.

Section 5-Provision for One-Year Terms in Community Outreach Cabinet and Committees

All members of the Community Outreach Cabinet and related committees shall be appointed for one-year terms. No committee member shall serve more than two consecutive one-year terms, but may serve again after at least one year off the committee.

Article VII

Participating Agencies

Section 1-Qualifications

Any organization conducted for charitable, health, welfare and allied purposes shall be eligible to become a participating partner agency under guidelines established by the Board of Directors.

Section 2-Admission

The Board of Directors shall prescribe, from time to time, the requirements for the admission, regulation and termination of agency status.

Article VIII

Miscellaneous

Section 1-Quorum

Quorum requirements for the Board of Directors, strategic councils, cabinets and committees shall be one-half of the membership of such bodies.

Section 2-Fiscal Year

The Board shall determine the fiscal year of Edge-ucate.

Section 4-Checks, Drafts, Etc.

All checks, drafts and other orders for payment of money, notes or other evidence or indebtedness, or other instruments of any nature whatsoever requiring a signature by Edge-ucate shall be signed or endorsed by such person or persons as shall be determined, from time to time, by the Board of Directors.

Section 5-Parliamentary Authority

ROBERT'S RULES OF ORDER NEWLY REVISED shall be the parliamentary authority for all matters of procedure not specifically covered by the bylaws or by specific rules of procedure adopted by Edge-ucate.

Article IX

Emergency Powers

In the event of an emergency only, and upon condition that the President of the Board is unable to call the Board of Directors together for action, the President of the Board may communicate with the members of the Board of Directors by telephone, fax and/or email and submit to them the action proposed, and consent thereto by a majority of the members of the Board of Directors shall empower him or her to act thereon.

Article X

Indemnification of Directors And Officers

Each person who is a director or an officer of Edge-ucate at the effective date of this bylaw, or who prior thereto has been, or subsequent thereto shall be, such a director or officer shall be indemnified by Edge-ucate against liabilities incurred as the result of, and expenses (including attorney's fees) reasonably sustained in the defense or in the compromise or settlement of, any civil, criminal or other action, suit or proceeding, by or on behalf of whosoever brought, to which such person may be a party or in which he may be otherwise involved by reason of his being or having been a director or officer; provided, however, that:

1. In the event of final adjudication of such action, suit or proceeding, such person shall not be adjudged liable in the performance of his or her duty or, if so adjudged, the court shall find, upon submission of the question to it, that such gross negligence or willful misconduct did not relate to matters of sufficient consequence to warrant the withholding of the indemnity herein provided, or

2. In the event that such action, suit or proceeding is compromised or settled before final adjudication thereof, the Board of Directors of Edge-ucate or independent counsel shall find either that such person acted without such personal gross negligence or willful misconduct in the performance of his or her duty, or that any actual gross negligence or willful misconduct which may have been involved did not relate to matters of such consequence to warrant the withholding of the indemnity herein provided.

The foregoing rights of indemnification shall not be exclusive of any other rights which a director or officer may have as a matter of law. The foregoing rights of indemnification shall in the case of the death of a director or officer, inure to the benefit of his or her estate.

Article XI

Amendments

New bylaws may be adopted, or these bylaws may be amended, waived, altered, or repealed at any meeting of the Board of Directors by an 80% majority vote of those present, provided that notice of such meeting, including the proposed amendments, shall be published, and no amendment may be adopted which is not consistent with, or which is in conflict with, the Articles of Incorporation of Edge-ucate.

Article XII

Dissolution Clause

Upon the dissolution of the corporation, the Board of trustees shall, after paying or making provisions for the payment of all liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation in such a manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501 (c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Trustees shall determine. Any such assets not so disposed of shall be disposed of by the Court Competent Jurisdiction of the county in which principal office of the corporation is then located, exclusively for such, purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

Approved 2/08/2006