FRIENDS OF ELITE, INC. BY-LAWS
Article I – Name of Corporation
Article II – Purpose
Article III – Membership
Artivle IV – Board of Directors
Article V – Officers
Article VI – Comittees
Article VII – Meetings and Elections
Article VIII – Funds and Liability
Article IX – Amendments
Article X – Hold Harmless and Indemnification
Article XI – Activities and Dissolution
Article XII – Conflict of Interest Policy
Board Member Job Descriptions
Adopted: October 25, 2021
ARTICLE I
NAME OF CORPORATION
The name of this corporation is Friends of ELITE, Inc. of Trumbull, CT.
ARTICLE II
PURPOSE
Section 1:
Friends of ELITE, Inc. is a not-for-profit corporation whose purpose is to support the Trumbull Public Schools ELITE (Educating Learners In Transition Environments) Transition Program — a post high school community-based program for students with disabilities, between the ages of 18 – 22.
Section 2:
Friends of ELITE, Inc., aligned with the ELITE Transition Program objectives, provides support that enriches and enhances opportunities within the community for our young adults/ELITE students. This includes, but is not limited to, promoting and supporting the transition program’s retail used bookstore, The Next Chapter, Books & More through fundraising and other widespread community activities.
Section 3:
Friends of ELITE, Inc. shall be a separate entity from Trumbull Public School’s ELITE program, and serve a supporting role. As such, Friends of ELITE will not be involved in the day-to-day operations of ELITE, including its retail used bookstore.
Section 4:
Friends of ELITE, Inc. is organized exclusively for charitable, educational, literary or artistic purposes under Section 501(c)(a) of the Internal Revenue Code.
Section 5:
In fulfilling this primary purpose, the corporation may also engage in such other lawfully permitted activities as may be deemed appropriate. Such activities shall be consistent with the corporation’s primary purposes and further provide that the organization shall at no time engage in any conduct not permitted to an exempt organization under Section 501(c)(3) of the Internal Revenue Code.
ARTICLE III
MEMBERSHIP
Section 1:
Membership in this corporation shall be open, without discrimination, to individuals, organizations, and businesses that support Friends of ELITE, Inc.
ARTICLE IV
BOARD OF DIRECTORS
Section 1:
The Board of Directors shall consist of the four officers (President, Vice-President, Treasurer, Secretary), along with at least one individual from Trumbull Public Schools invited to serve on the board by the officers. Additionally, up to two more individuals who support the purpose of the corporation may be invited to serve on the board by the current board members.
Section 2:
The Board of Directors shall be the governing body of this corporation and shall manage the general business of Friends of ELITE, Inc., with the President acting as chairperson. The Board’s responsibilities will include generating a positive public image, enforcing the organization’s purpose, incorporating new board members, generating funds and ensuring financial stability, ensuring ethical and legal practices, and addressing possible conflicts of interest.
Section 3:
The Board of Directors, except as in the bylaws otherwise provided, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances; and, unless so authorized or ratified by the Board of Directors or within the agency power of any officer, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or to any amount.
ARTICLE V
OFFICERS
Section 1:
The officers of The Friends of ELITE, Inc. shall be a President, a Vice-President, a Secretary and a Treasurer. Officers are responsible for overall policy and direction of the corporation, as more fully explained in Board Member job descriptions attached to these by-laws. Officers receive no compensation other than reasonable compensation for expenses incurred.
Section 2:
The duties of the officers shall be:
The President shall preside at all meetings, appoint committees as directed by the corporation and carry on all other duties connected with the office. The President shall be the chief executive of the organization and shall direct the administration of business of the organization.
The Vice President shall assist the President and shall serve as President in the absence of the President.
The Secretary shall record the proceedings of all meetings, conduct the correspondence of the corporation, and shall perform other duties as assigned by the President or other officers.
The Treasurer shall administer the funds of the corporation, maintain financial records, and shall perform other duties as assigned by the President.
INITIAL DIRECTORS AND OFFICERS
Section 1:
The initial Directors and Officers of Friends of ELITE, Inc. shall be those persons specified in the State of Connecticut Non-stock Certificate of Incorporation filed with the Secretary of State. Each director and officer shall hold office until the next annual meeting of the Board and until such a successor has been elected, or until his or her death, resignation or removal.
REMOVAL, RESIGNATIONS, AND VACANCIES
Section 1:
Any Director or Officer may be removed for cause by majority vote of the Board. Any Director or Officer may resign from office at any time by delivering a resignation in writing to the Board of Directors, and the acceptance of resignation shall not be delayed more than 14 business days from receipt. Any newly created Director or Officer vacancies may be filled by the vote of a majority of the Board of Directors currently in office. Each Director or Officer so elected shall hold office until the next annual meeting.
ARTICLE VI
COMMITTEES
Section 1:
The Officers shall have the authority to establish and dissolve committees to conduct activities consistent with the purpose of this corporation. The President shall have the authority to appoint or remove the chairpersons of standing and ad-hoc committees.
ARTICLE VII
MEETINGS AND ELECTIONS
Section 1:
The annual meeting of Friends of ELITE, Inc. shall be held each year in May and shall be open to members.
Section 2:
Nominations for officers shall be made by the Board of Directors.The election of the Officers to the Board (President, Vice-President, Treasurer, Secretary) shall take place at the Annual Meeting by a simple majority vote of the membership in attendance. The term of Officers shall begin on July 1 following the Annual Meeting and continue for a period of one year, until June 30. Officers are eligible for reelection.
Section 3:
Nominations for the Trumbull Public School board member and up to two additional board members (not officers), shall be made by the Board of Directors. The election of these three Board of Directors shall take place at the Board of Directors’ annual meeting in May by a simple majority vote of the Board in attendance. The term of the three Board members shall begin on July 1 following the Board’s annual meeting and continue for one year until June 30. Board members are eligible for reelection.
Section 4:
This corporation shall have additional membership meetings based on a schedule determined by the Officers.
Section 5:
The provisions contained in Robert’s Rules of Order shall govern this corporation in all cases in which they apply.
ARTICLE VIII
FUNDS AND LIABILITY
Section 1:
Adequate books of account shall be maintained by the Treasurer who shall be responsible thereof. The disbursement of funds from Friends of ELITE, Inc. accounts must be authorized by signature of the Treasurer and the President which disbursement of funds shall be approved by the majority of the Board.
Section 2:
The fiscal year of this corporation shall be from July 1 – June 30.
Section 3:
No part of the funds of the corporation shall inure to the benefit of or be distributable to its individual members, officers, or other private persons, except that the corporation shall be empowered and authorized to pay reasonable compensation for expenses incurred.
Section 4:
Notwithstanding any other provision of these by-laws, the corporation shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code.
ARTICLE IX
AMENDMENTS
Section 1:
These by-laws may be amended and/or repealed by this corporation at a meeting by three-fourths majority of the attending members or officers present.
ARTICLE X
HOLD HARMLESS AND INDEMNIFICATION
Section 1:
The corporation shall, to the maximum extent permitted by law and by the articles, indemnify each of its agents against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that such person is or was an agent of the corporation. For the purposes of this section, an “agent” of the corporation includes any person who is or was a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, or was a director, officer, employee, or agent of a corporation which was a predecessor corporation of the corporation or of any other enterprise at the request of such predecessor corporation.
Section 2:
The corporation shall hold harmless and indemnify, to the fullest extent permissible under the law, as the same exists or may exist in the future (but, in the case of any future change, only to the extent that such change permits the corporation to provide broader indemnification rights than the law permitted prior to such change), each person who was or is made a party or is threatened to be made a party or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether formal or informal, whether of a civil, criminal, administrative or investigative nature, by reason of the fact that they is or was a director or officer of the corporation, whether the basis of such proceeding is an alleged action or inaction in an official capacity or in any other capacity, from and against all costs, charges, liabilities and losses suffered and expenses reasonably incurred by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of their heirs, executors and administrators. The corporation shall be required to indemnify a director or officer in connection with a proceeding initiated by such person only if such proceeding was authorized by the Board of Directors of the corporation.
ARTICLE XI
ACTIVITIES AND DISSOLUTION
Section 1:
The Friends of ELITE, Inc. is organized exclusively for one or more the following purposes:
Charitable, literary, or educational pursuits within the meaning of Section 501(c)(3) of the Internal Revenue Code.
Section 2:
No substantial part of the activities of the corporation shall be carrying on propaganda or otherwise attempting to influence legislation, or participating in, or intervening in any political campaign on behalf of any candidate for public office.
Section 3:
No part of net earnings of the organization shall inure to the benefit of any member, director or officer of the corporation, or any private individual (except for reimbursement of reasonable expenses), and no director or officer shall be entitled to share in the distribution of any of the assets upon dissolution of the corporation.
Section 4:
The Friends of ELITE, Inc. may be dissolved by unanimous vote of the Board.
Section 5:
In the event of dissolution of the corporation, the assets of the corporation shall be distributed to Trumbull Public Schools for the exclusive and sole use of its ELITE Transition Program.
ARTICLE XII
CONFLICT OF INTEREST POLICY
Section 1:
The Board agrees to a Contract of Interest Policy to protect the interests of this tax-exempt corporation, which it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the corporation or might result in a possible excess benefit transaction.
Board Member Job Descriptions:
As of October 25, 2021
President:
- Serve as as the leader of the board overseeing the entire operation and ensure the execution of the organization’s mission
- Ensure that the organization’s by-laws and conflict of interest policy are followed
- Operate as liaison between the board and the ELITE staff and Trumbull Public School administration and take the lead in communication of the organization
- Engage businesses, organizations and individuals to support the organization by communicating the organization’s mission and by creating and promoting fundraising opportunities and serving as a leader on committees
- Devise and implement programs
- Engage and serve as leader for volunteers and committees
- Participate in the development of marketing strategies and activities
- Work with other members of the board and officers to assist them in carrying out their duties and responsibilities
Vice President:
- Work closely with the President and board members to ensure the execution of the organization’s mission
- Ensure that the organization’s by-laws and conflict of interest policy are followed
- Assist the president and the board in the operation of the organization
- Support the president by engaging businesses, organizations and individuals to support the organization by creating fundraising ideas and serving as a leader on committees
- Devise and implement programs
- Work with other members of the board and officers to assist them in carrying out their duties and responsibilities
Treasurer:
- Ensure that the organization’s by-laws and conflict of interest policy are followed
- Execute custodial oversight, maintenance and management the organization’s funds and finances
- Manage all financial transactions including but not limited to deposits, withdrawals and bank balances;
- Maintain a full accounting of the funds and regularly report the organization’s financial status to the Board and membership as required
- File appropriate federal and state tax returns
- Follow all national, state and local laws regarding financial operations of the organization
Secretary:
- Ensure that the organization’s by-laws and conflict of interest policy are followed
- Participate in the organization of board and general membership meetings including scheduling meetings, setting agendas, recording minutes, and maintaining accurate documentation and records, including minutes, by-laws and incorporation documentation
- Serve as custodian of the legal papers and records of the organization including distribution of the conflict of interest policy and disclosure form to all board members, committee chairs and any other decision makers at least once annually; review and maintain a record of completed disclosure forms and notify the Board of Directors of any conflict
- Write and distribute all notices designated by the board or officers to be communicated to the general membership;
Trumbull Public School Board Member:
- Ensure that the organization’s by-laws and conflict of interest policy are followed
- Operate as liaison between the board and the ELITE staff and Trumbull Public School administration
- Work closely with the President and board members to ensure the organization’s activities remain aligned with ELITE’s Transition Program goals and objectives
- Participate in the organization’s board and general membership meetings as appropriate
Individual Board Member:
- Ensure that the organization’s by-laws and conflict of interest policy are followed
- Work closely with the President and board members to ensure the organization’s activities remain aligned with ELITE’s Transition Program goals and objectives
- Participate in the organization’s board and general membership meetings as appropriate