of the Erie High School Education Foundation, Inc.
AMENDED ARTICLES OF INCORPORATION
THE ERIE HIGH SCHOOL EDUCATION FOUNDATION, INC.
A Non Profit Corporation
KNOW ALL MEN BY THESE PRESENTS, that the undersigned incorporator who is of the age of twenty-one (21) years or more, and pursuant to C.R.S. § 7-121-101 et seq of the Colorado Non Profit Act, desiring to amend the Articles of Organization for a non-profit corporation, make, sign and verify these Amended Articles of Incorporation.
The name of this corporation is The Erie High School Education Foundation, Inc. (The “Foundation”).
Period of Duration
This Corporation shall exist in perpetuity, from and after the date of filing of these Amended Articles of Incorporation with the Secretary of State of the State of Colorado, unless dissolved according to law.
Purposes and Powers
The Foundation is organized and shall be operated exclusively for educational and charitable purposes and is designed primarily to promote the welfare of students attending, graduates of and staff members employed at Erie High School, 3180 Weld County Road 5, Erie, Colorado, as may, from time to time may qualify as exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.
The Foundation shall have and be empowered to exercise all rights, privileges, powers, and immunities conferred upon nonprofit corporations organized under the laws of the State of Colorado, as the same may be amended from time to time.
To accomplish these purposes, the Foundation, although not limited to the following shall have the power to:
1. To acquire by gift, bequest, devise, endowment or purchase, real and personal property: to own, hold, improve, use, manage, sell, convey, lease, encumber, exchange, and dispose of such property; and to use any and all such property for the uses of the Foundation.
2. To lease, as lessee, the property of others; to build, erect, construct and equip buildings and other improvements upon the land of the Foundation or the lands of others; and to purchase or lease equipment.
3. To invest and reinvest in, acquire, hold, mortgage, pledge, hypothecate, re-sell, exchange, transfer or otherwise dispose of securities of any nature and exercise all of the rights, powers, and privileges of ownership thereof, including the right to vote thereon for any and all purposes.
4. To act as trustee of trusts or otherwise act in fiduciary capacity when so designated in any inter vivos or testamentary gift and become the beneficiary of insurance policies and annuities.
5. To enter into, make and perform contracts of every kind for any lawful purpose, without limit as to amount, with any person, firm, association, corporation, town, city, county, district, state, territory, or government.
6. To support the chairs of learning, instructorship, fellowships, grants-in-aid, and scholarships at Erie High School and to endow the same and make donations for education purposes.
7. To hire or appoint employees or agents of the Foundation, define their duties, fix their compensation, and terminate their employment or appointment, with or without cause.
1. Notwithstanding any other provision of these Articles, the Foundation 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 section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code of 1986, or corresponding provision of any future United States Internal Revenue Law.
2. The Foundation is not organized for pecuniary profit or financial gain. No part of the net earnings of the Foundation shall inure to the benefit of, or be distributable to its members, directors, trustees, officers, or other private persons, provided that the Foundation shall be authorized and empowered to reimburse any person for (and reimburse any person for reasonable expenses incurred with) services rendered and to make payments and distributions to any person in furtherance of the purposes set forth in Article IV hereof.
3. The Foundation shall not participate 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 or engage in any activities which could characterize it as an “action” organization as defined by Treasury Regulation Section 1.501(c)(3) promulgated under the Code.
4. The Foundation shall not discriminate in any way against any person on the basis of race, color, creed, national origin, physical handicap, gender, or sexual orientation.
Membership and Capital Stock
This Foundation shall have no members. The Foundation shall have no capital stock.
Board of Directors
1. The affairs and management of the Foundation shall be under the control of a Board of Directors (”Board of Directors” or “Board”). The number of Directors of the Foundation shall be fixed by the Bylaws, or if the Bylaws fail to fix such a number, then by a resolution adopted from time to time by the Board of Directors, provided that the number of Directors shall not be more than fifteen (15) or fewer than seven (7). The initial Board of Directors of the Foundation consists of nine (9) directors. The names and addresses of the persons who shall serve as the Directors of the Foundation until successors are elected and shall qualify are:
Janice Whalen 2480 Bellanca Court, Erie, CO 80516
Steve Payne 3180 Weld County Road 5, Erie, CO 80516
Doug Kudrna 3180 Weld County Road 5, Erie, CO 80516
Dave Sullivan 640 Briggs Street (PO Box 344), Erie, CO 80516
Dave Hulstrom 2600 Weld County Road 7, Erie, CO 80516
Judy Rusk 11830 Billings Ave., Lafayette, CO 80026
L. Charles Laursen 2995 Thunder Lake Circle, Lafayette, CO 80026
James Feely 178 Bonanza Drive, Erie, CO 80516
2. In addition to the “Student Advisory Panel to the Board” appointed by the Principal of Erie High School pursuant to Section 5 of this Article, at least one (1) of the remaining seven (7) Directors shall be a member of the administrative staff at Erie High School.
3. Directors shall be elected by the Board of Directors of the Foundation at its annual meeting. The terms of the Directors shall be for three (3) years, and the terms shall be staggered so that an equal number (as nearly as possible) shall be elected at each annual meeting of the Board of Directors.
4. If there is a vacancy in a directorship, the remaining Directors shall appoint a Director to act until the next annual meeting of the Board of Directors, who shall then elect a Director for the balance of the vacated term. Sections 2 and 5 of this Article shall not apply to the Director appointed pursuant to Section 5.
5. At least two (2) students currently attending Erie High School shall be appointed by the Principal of Erie High School as a “Student Advisory Panel to the Board” for a term of one (1) year (January to January). Any vacancy of a “Student Advisor” shall be appointed by the Principal of Erie High School.
The Board of Directors shall have the power to adopt, amend and repeal the Foundation’s Bylaws as it may deem proper for the management of the affairs of the Foundation. Such Bylaws shall further prescribe the authority under which conveyance of encumbrance of all or any part of the corporate property may be made, and the persons who shall be authorized to execute the instruments of conveyance and encumbrance. Any adoption, amendment or repeal of such Bylaws shall be done at a regular meeting(s) of the Board of Directors or a special meeting(s) of the Board of Directors called for that purpose, as procedurally directed in the Bylaws for such changes.
Registered Office and Registered Agent
The principal office for the transaction of the business of the Foundation in the State of Colorado shall be 3180 Weld County Road 5, Erie, CO 80516. The initial registered agent is Stephen Hulet, 2955 Valmont Road, Suite 210, Boulder, Colorado 80301. Either the registered office or the registered agent may be changed in the manner permitted by law.
Change in Articles of Incorporation
The Board of Directors of this Foundation shall have the power to make, amend and repeal the Articles of Incorporation of the Foundation by an affirmative vote of a majority of the Directors present at any proper, regular or special meeting of the board, and as procedurally directed in the Bylaws for such changes, provided that no action may be taken which would change materially the purposes for which the Foundation was formed of which would affect adversely the nonprofit corporation organized under the laws of Colorado.
The Directors of the Foundation may, by a two thirds (2/3) majority, and as procedurally directed in the Bylaws for such changes, vote to dissolve the Foundation through the adoption of a resolution to dissolve at a regular or special meeting(s) of the Board of Directors, provided, however, that notice of such meeting(s) shall provide notice that dissolution is to be considered at that meeting(s).
No distribution of property of the Foundation shall be made upon its final dissolution until all debts and liabilities are fully paid or satisfied. Any such distribution shall be made only upon a majority vote of the Directors.
Upon the dissolution of the Foundation, the Foundation shall, after paying of all of its liabilities, dispose of all remaining assets exclusively for the purposes of the Foundation , directly to Erie High School (or its predecessor), Erie, Colorado, either as a general endowment or for such restricted education, scientific, charitable or other exempt purpose or purposes as outlined in Section 501(c)(3) of the Internal Revenue Code of 1986, or corresponding section of any future federal tax code as the Board of Directors of the Corporation shall direct in writing so long as the purpose or purposes qualify as exempt under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, as the Board of Directors shall determine; provided that if at the time of dissolution of the Corporation, the Board of Directors shall determine that the Erie High School(or its predecessor), Erie, Colorado is unable or unwilling to accept such transfer or effectively carry out the purposes accomplished thereby, then the board may transfer the remaining assets or any part thereof to St. Vrain Valley School District RE-1J or its predecessor or such other institution or institutions as it may select, for charitable, educational or scientific uses, subject only to the requirement that such uses shall be for purposes which are exempt under Section 501(c)(3) of the Internal Revenue Code. Any such asset(s) not so disposed of shall be disposed of by the District Court of the county in which the principal office of the Foundation 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.
The Foundation shall have the power, to the fullest extent permitted by statute, to indemnify any current or former directors, officers, employees, or agents who were or who are a party or is threatening to be made a party to any threatened, pending or completed suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was serving at the request of the Foundation.
Said person may be indemnified against expenses, attorneys' fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if he or she acted in good faith and in a manner reasonably believed to be in the best interest of the Foundation.
Limited Liability of Directors
Pursuant to the provisions of Colorado Revised Statute § 7-128-402, as amended, the personal liability of a Director to the Foundation or its shareholders for monetary damages for breach of fiduciary duty as a Director is hereby eliminated, subject to the exceptions and limitations set forth in that provision. Any repeal or modification of this Article XII by the Directors of the Foundation shall follow the procedures directed in the Bylaws for such changes, and shall follow, and not adversely affect any right or protection of a Director of the Foundation existing at the time of such repeal or modification.
Internal Revenue Code
All references herein to the Internal Revenue Code shall be deemed to mean the Internal Revenue Code of 1954, as amended, as it presently is constituted, as it may be amended, or any successor state of similar purpose.
The name and address of the incorporator is:
Janice M. Whalen 2480 Bellanca Court, Erie, CO 80516
IN WITNESS WHEREOF, the above-named incorporator has executed the Amended Articles of Incorporation this 13th day of May, 2021.
David S. Sullivan - President
THE ERIE HIGH SCHOOL EDUCATION FOUNDATION, INC.
A Non Profit Corporation
Updated By-Laws as approved by the Board of Directors as of Thursday May 13th, 2021
ARTICLE 1. NAME
1.1 The name of the Foundation shall be THE ERIE HIGH SCHOOL EDUCATION FOUNDATION, INC.
1.2 This Foundation has not been formed for the making of any profit or personal financial gain. The assets and income of the Foundation shall not be distributable to, or for the benefit of the Board of Directors or the Student Advisory Panel. The Foundation shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax.
1.3 The Foundation is organized and shall be operated exclusively for educational and charitable purposes regarding Erie High School, Erie Colorado, or its predecessor, to serve its students, staff, and alumni. It is organized exclusively for the purposes as set out in the Articles of Incorporation and pursuant to Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding section of any future federal tax code.
ARTICLE 2. OFFICE
2.1 The principal office of the Foundation shall be located at 3180 WCR 5, Erie, Colorado 80516 OR P.O. Box 741, Erie, Colorado 80516, or such other location as the Board of Directors may require from time to time.
ARTICLE 3. MEMBERS
3.1 There are no members of the Foundation.
ARTICLE 4. BOARD OF DIRECTORS
4.1 The Board of Directors (“Board”) shall consist of at least seven (7) directors, and not more than fifteen (15) from the community at large and two (2) from the administration staff.
4.2 The terms of the directors shall be for three (3) years each. The two (2) Administration or staff Directors shall not be on rotation.
4.3 The Principal of Erie High School shall appoint at least two (2) students from Erie High School to act as the “Student Advisory Panel to the Board” for a term of one (1) year beginning in January of their junior year and continuing through January of their senior year.
4.4 If there is a vacancy in an elected directorship, the remaining directors shall appoint a director to act until the next annual meeting of the directors when they shall then elect a director for the balance of the vacated term; Provided, however a vacancy in the directorship who is appointed by the Principal of Erie High School shall be appointed by said Principal.
4.5 As Board members, we have no opinions on outside issues. We neither endorse nor oppose any cause; hence we do not get drawn into public controversy.
4.6 The “Student Advisory Panel to the Board” (Section 2.3) does not have voting, official or legal responsibility in regard to “The Erie High School Education Foundation, Inc.” The “Student Advisory Panel to the Board,” as THE voice of the student body as a whole, whose expressed advice, wishes and concerns, shall carry weighted value upon the Board of Directors in all aspects regarding The Erie High School Education Foundation, Inc.’s decisions and actions.
4.7 Any Board Member related to or providing a reference for any student who is being considered for a scholarship from the Erie High School Education Foundation, Inc. shall recuse themselves from a specific scholarship selection or the entire selection process.
4.8 Except as otherwise provided by law or the Articles of Incorporation, the Foundation’s Board of Directors may remove any director at any time, with or without cause. Any Board member may resign at any time by giving written notice to the Board of Directors. Resignations shall be effective immediately upon receipt of the written notice unless otherwise specified in such written notice. It shall not be necessary for a resignation to be accepted before it becomes effective.
4.9 Board members are not entitled to compensation for their services as a Board member but shall be entitled to receive from the Foundation reimbursement for any reasonable expenses incurred in performing services for the Foundation.
ARTICLE 5. MEETINGS OF THE BOARD OF DIRECTORS
5.1 The annual meeting of the Board of Directors shall be held in May of each year upon 14 days’ notice giving the time and place of the meeting.
5.2 Regular meetings of the Board of Directors shall be held at times and places established at the annual meeting without further notice.
5.3 Special meetings of the Board of Directors may be called by the president or by any 2 (two) of the other directors upon three (3) days written notice to the other directors setting forth the time and place and purpose of the special meeting. Only matters included in the notice shall be acted on at a special meeting.
5.4 The Board of Directors may participate in regular or special meetings by means of a conference telephone call or ZOOM meetings or any other type of cloud based audio-visual platform, where all Board members can hear each other at the same time, and such participation shall be deemed to constitute presence in person at such meeting.
5.5 Whenever matters arise between regular meetings of the Board of Directors which require the immediate attention of the Foundation and it is not practical to call a special meeting of the Board, the President may act on behalf of the Foundation provided the written consent of at least 3 (three) other members of the Board of Directors is first obtained.
5.6 Whenever notice is required to be given under these By-Laws, a waiver thereof in writing signed by the person entitled to that notice, whether before or after the time stated therein, shall be the equivalent of giving such notice, and attendance at any regular or special meeting shall constitute a waiver of notice of that meeting.
5.7 A quorum shall consist of more than half of the members of the Board. A favorable vote of a majority of those present shall be required for action.
5.8 The Board may establish such standing and special committees from time to time as it deems advisable, which may be composed of Board members and other persons as determined by the Board.
ARTICLE 6. OFFICERS
6.1 The officers of the Foundation shall be President, Vice-President, Secretary, and Treasurer. As determined by the Board of Directors, one person may hold the office of President and Executive Director.
6.2 The President shall preside at all meetings of the Board of Directors and of the members and shall act as the chief executive officer of the Foundation.
6.3 The Vice-President shall perform the duties of the president in the absence of the President.
6.4 The Board of Directors may employ an Executive Director from time to time who shall act on behalf of the Board as the chief operating officer of the Foundation with such powers and duties as shall be prescribed in writing by the Board. The President shall act in the absence of the executive director.
6.5 The Secretary shall keep the minutes of all meetings of the Board of Directors. The secretary shall have custody of the corporate seal and the records of the Foundation, shall give notice of meetings, and shall carry out such further duties as are usual to the office of secretary. The Secretary may be assisted by a recording secretary to perform such duties as may be directed by the Board of Directors from time to time.
6.6 The Treasurer shall be the principal financial officer of the Foundation and shall have the care and custody of all funds, securities, evidence of indebtedness and other intangible personal property of the Foundation, and shall promptly deposit, invest, account for and discharge the same in accordance with directions from the Board of Directors, and, in the absence of direction from the Board of Directors, as instructed by the executive director or by the President in the absence of the executive director.
6.7 The terms of office of each of said officer shall be 2 (two) years and until a successor shall be duly elected and take office, except that the term of the executive director may be established for a shorter or longer term by the Board of Directors.
6.8 No loans shall be contracted on behalf of the Foundation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
ARTICLE 7. SEAL
7.1 The seal of the Foundation shall consist of a circle with inscription:
THE ERIE HIGH SCHOOL EDUCATION FOUNDATION, INC.
7.2 The seal shall be affixed to all appropriate documents or any instruments affecting or related to real estate.
ARTICLE 8. CARE AND CUSTODY OF FUNDS,
PROPERTY AND ASSETS OF THE FOUNDATION
8.1 The funds, bequests, and gifts received by the Foundation shall, unless otherwise directed by the donor, be subject to the investment and dispositive decisions of the Board of Directors; provided, however, that such decisions shall not violate or be counter to the limitations in the Articles of Incorporation of the Foundation.
8.2 The Board of Directors may establish from time to time separate funds for various stated activities to be used as directed by the Board.
8.3 The Board of Directors may enter into such contract or contracts as it deems advisable for the procurement of investment, administrative services, and advice, including, but not limited to: custodial care of securities and property, both real and personal; investment administration; investment advice; management of securities and other property, both real and personal; and accounting and legal services.
8.4 The Foundation may maintain such bank account or accounts as it deems advisable, provided that any check, draft and a maximum of Five-Hundred Dollars for purchases using credit card, internet or electronic monetary activity, drawn on any such account shall be signed or permitted by two (2) or more designated officers or directors.
8.5 The Board of Directors shall make an annual report, which is available to the public, listing the assets and liabilities of the Foundation, describing its activities throughout the preceding year.
8.6 All reports required by taxing and other governmental authorities shall be prepared and filed by the Foundation when due.
8.7 The Foundation shall keep at its registered office complete and correct books and records of account; minutes of the proceedings of its Board of Directors and the annual meeting of the members. All books and records may be inspected by any member of the Board of Directors or public for any proper purpose at any reasonable time.
8.8 The Foundation shall follow the guidelines for investment of funds as set forth in a separate document established by the Foundation.
8.9 All or part of the Foundation property may be sold, leased, conveyed, or encumbered by such officers of the Foundation as may be authorized by a resolution to do so by the Board of Directors and such authorized persons shall have power to execute and deliver instruments of conveyance or encumbrance.
8.10 An external assessment will be performed by an independent accounting professional every three (3) years as required by the District.
8.11 The Foundation’s use of monies for funds for scholarships and/or grants will be paid directly to educational entities by check, transfers or other electronic transfer. The funds may be used for college or university, trade school, internship program or an apprenticeship. These funds are to be used for any normal student charges such as tuition, mandatory fees, books, tools, lab fees, etc.
ARTICLE 9. AMENDMENT OF BYLAWS
9.1 These Bylaws may be amended at a regular meeting of the Board or at a special meeting of the Board called for that purpose.
9.2 These Bylaws may be amended by a 2/3 (two-thirds) majority vote by the Board upon three (3) consecutive readings of proposed changes at regular Board meetings.
I, David S. Sullivan, President of the Erie High School Education Foundation, Inc. certify that the foregoing is a true and correct copy of the Bylaws of the above named Foundation, duly adopted by the Board of Directors on this 13th day of May, 2021.
David S. Sullivan, President