By-Laws of St. Mary’s School Foundation
(REVISED AND ADOPTED NOVEMBER 15, 2006)
Article I: Name: The name of this Foundation shall be: ST. MARY’S SCHOOL FOUNDATION (also referred to as SMS Foundation)
Article II: Purpose: The purpose of the Foundation shall be solely to perpetuate and support St. Mary’s School. Foundation assets in excess of the minimum goal as established by the board may be used for this purpose as set forth herein. The Board, by a vote in accordance with Article VI herein, shall set said asset goal, provided that said minimum goal shall never be less than One Million dollars. Once the asset goal as established by the Board has been reached, the Board may then make quarterly disbursements from said assets to the school in an amount determined by the Board at that time, provided that in no event will the distribution cause the Foundation fund assets to drop below the minimum fund goal as determined in accordance with these By-Laws. All assets held by the Board shall be invested and perpetuated, subject to the conditions herein.
Article III: Depositing Of Principal Assets: The assets of this Foundation shall be deposited in such investments and accounts and safe deposit boxes as shall be determined by the Board, with the full and complete knowledge of the Bishop of Steubenville. The Foundation may hold the foundation assets indefinitely.
Article IV: Governance: Board: The Bishop of the Diocese of Steubenville, the pastor, the principal of St. Mary’s School, the President of the School Board of St. Mary’s School, the President of the Parish Council, and the Chairman of Finance Committee or their designees are ex-officio non-voting members of the Board. The members of the Board shall be selected and appointed by the Parish Pastor, after consultation with the Board, from the members in good standing of the Parish of St. Mary’s Catholic Church. The total number of board members shall be eleven (11). The members’ terms of office shall be three (3) years, with not more than one-third (1/3) of these terms ending in a given year. A Board member’s term of office shall be renewable. The election of Board Members shall be held at the May meeting with the term of the new members and officers to begin September 1 and end August 31. The fiscal year, however, shall coincide with the Calendar Year.
The names and addresses of the members of the Board of this Foundation shall be sent to the Bishop by the Pastor. Each time there is a change in the membership of the Board, the Pastor will notify the Bishop, in writing, of the names and addresses of the members of the Board.
Article V: Officers: The officers of the Foundation shall consist of a President, Vice President, Secretary, and Treasurer, all elected at the May meeting by the Board from among the membership of the Board.
The President will appoint a nominating committee whose charge it will be to present a slate of officers at the May meeting for the consideration of the Board.
Article VI: Governance: Voting: Except in the case of altering the use of assets or extinguishing this Foundation, a simple majority vote of a quorum of at least six (6) board members, shall be adequate to make decisions.
The presiding officer shall have the power to break tie votes.
Article VII: Governance: Meetings: The Board shall meet at least once per calendar quarter to review and decide matters relating to the Foundation.
Article VIII: Alteration, InvaSION, Extinguishment: If the Board shall find it necessary to alter the use of the assets of the Foundation, or extinguish this Foundation, an affirmative vote of three-fourths (3/4) of the total Board is required (9 affirmative votes) accompanied by the written permission of the Bishop, before such action may take place. If the purpose of this Foundation is no longer possible in the judgment of the Board and the Bishop, this Foundation may be extinguished by the Board who shall indicate that fact in writing (60) days prior to extinguishment of the Foundation to the Pastor and Board of the above-named Parish school.
Article IX: Reversion of the Fund: If this Foundation is extinguished, the remaining foundation assets will revert to the Parish of the above-named school, to be used in accordance with general Diocesan norms at the discretion of the Pastor and Parish Finance Council. If the Parish is dissolved, all the accumulated income and principal assets of the Foundation shall revert to the Diocese of Steubenville, for Catholic education, at the Bishop’s discretion.
Article X: Nature and Notification of Donors: The Foundation’s assets shall be primarily derived from contributions by the public. Donors will be provided an acknowledgement along with a receipt for tax purposes.
Article XI: AmendMents: These By-Laws may be amended upon an affirmative vote of three-fourths (3/4) of the voting members (9 affirmative votes) and upon approval by the Bishop.
Article XII: Annual Reports: An annual written report of the assets and liabilities of the Foundation and of the receipt and disbursement of the income of the Foundation shall be issued to the Parish and school.
Article XIII: Accountability: The Foundation may cause to be conducted, an annual audit by an independent Public Accountant of all its accounts. The Accountant will affirm to the Pastor, the Bishop and to the Board that this Foundation is being administered in accordance with these by-laws.