Bylaws

ARTICLE I

General Provisions

Section 1. Name and Legal Status – The name shall be the New Bedford Education Foundation Fund (hereinafter, “NBEF”). NBEF is organized for operating and federal/state tax purposes, by agreement of the Superintendant of New Bedford Public Schools and the President of the Community Foundation of Southeastern Massachusetts, Inc. (hereinafter, “the Community Foundation”), as a component fund of the Community Foundation, a non-profit corporation organized under the laws of the Commonwealth of Massachusetts, holding tax-exempt status under section 501(c)(3) of the United States Internal Revenue Code and serving the communities of the southeastern region of the Commonwealth of Massachusetts.

Section 2. Purpose – The purpose of NBEF is to attract and use private philanthropic resources to facilitate and support improvements and initiatives in the areas of arts; science, technology, engineering, mathematics (STEM); and “world languages” that are deemed likely to benefit students in the Public Schools of the City of New Bedford. To the extent that the Board of Directors of NBEF (hereinafter, the “Board”) from time to time deems appropriate, a portion of NBEF’s financial assets will be viewed as an “endowment”, i.e., invested with the goal of producing income and growth in perpetuity, to provide grants intended to benefit the students of the New Bedford Public Schools when the schools’ operating budget and other sources of revenue do not appear capable of providing such support. While NBEF will support programs and purchases intended to positively distinguish the New Bedford Public Schools in terms of the quality of the educational experience provided to students therein, it is not intended to detract from, or serve as a substitute for, public support of the New Bedford School Department’s budget.

Section 3. Dedication of Property – The property of NBEF is irrevocably dedicated to the purposes set forth in Section 2 of this Article. No part of the net income or assets of NBEF shall inure to the benefit of any of its Directors or Officers, or to the benefit of any private person, notwithstanding that NBEF is authorized and empowered to pay reasonable and necessary expenses incurred in furtherance of the purposes set forth in Section 2 of this Article.

Section 4. Location – The principal office of NBEF shall be at the principal office of the Community Foundation in New Bedford, Massachusetts. The Board may establish other offices and places of business.

Section 5. Fiscal year – Except as from time to time otherwise determined by the Board, the fiscal year of NBEF shall begin on January 1 of each year and extend through December 31 of the same year.

ARTICLE II

Annual Meeting

Section 1. Annual Meeting – The Annual Meeting of NBEF shall be held each year in New Bedford, Massachusetts, on such day as the Board shall from time to time determine. The business of the meeting shall include the election of Directors and reports from board-appointed committees; and may include the amendment or alteration of these By-laws.

ARTICLE III

Board of Directors

Section 1. Powers and Duties – As the governing body of NBEF, the Board, in collaboration with the Community Foundation, shall (a) periodically establish the current “mission” of NBEF (in accordance with NBEF’s declared purpose as set forth in Section 2 of Article I), and at least as often as once every three years, formally review said “mission” to assess its relevancy and applicability; (b) ensure the availability of resources necessary for the continued advancement of NBEF’s established “mission”; (c) determine NBEF’s goals and policies; (d) be responsible for the proper conduct of NBEF’s business; and (e) coordinate all disbursements from NBEF with the governing board of the Community Foundation. Each year the Board shall submit, to the Community Foundation, an “Annual Report” on the status of NBEF.

Section 2. Number, Election and Terms of Office – The Board shall elect a Chair of the Board (hereinafter, the “Chair”), a Vice-Chair of the Board (hereinafter, the “Vice-Chair”), a Secretary, a Treasurer, and any such other Officers as it shall deem necessary. The Board shall consist of the Chair, ex officio, the Vice-Chair, ex officio, the Secretary, ex officio, and the Treasurer, ex officio, and not more than ten other Directors to be elected at the Annual Meeting of NBEF from nominations made pursuant to Section 3 of Article V. Directors shall be chosen, insofar as possible, to represent the varied interests and related areas of expertise and competency that are relevant to the community it serves. Any person shall be eligible for nomination, and Directors shall be nominated and elected without regard to race, color, national origin, religion, gender, sexual orientation, age or disability. Directors shall be elected for terms not to exceed two years so that, to the extent practicable, the terms of one-half of the Directors will expire each year. No Director shall serve more than four consecutive two-year terms, except under the following circumstances: (a) An incoming Director who has been elected to fill a vacant position on the Board may serve until the date of the next Annual Meeting, and, if then reelected, shall be eligible to serve four additional full two-year terms; (b) At the option of the Board, an outgoing Chair who has completed his/her fourth consecutive term as a Board member, and whose service on the Board would otherwise expire, may serve an additional one-year term as a member of the Board; and (c) A member of the Board may, at the discretion of the Board, take a leave of absence of up to one year. Unless otherwise provided by law or these By-laws, each Director shall hold office until the Annual Meeting at which his/her term is due to expire and thereafter until his/her successor is chosen and qualified. Any vacancy in the Board may be filled by the Board. Only Directors not on leave of absence shall be entitled to vote at meetings of the Board.

Section 3. Honorary Directors – Upon the recommendation of the Executive Committee, the Board may appoint as “Honorary Directors” those past Directors or other persons who are deemed to have given exceptional service to NBEF. Honorary Directors shall have no official responsibilities or rights, and will not normally attend meetings of the Board.

Section 4. Resignation and Removal – Any Director may resign by delivering his/her written resignation to the Chair and to the Secretary, and unless it is specified to be effective at some later time, such resignation shall be effective upon receipt. A Director may be removed from membership on the Board by the affirmative vote of two-thirds of the Directors then in office and not on leave, provided that prior written notice of such proposed action has been given to the affected Director (and to all other Directors) and that such Director has been given an opportunity to be heard.

Section 5. Conflict of Interest – Before anyone begins his/her service as a Director, he/she shall disclose any actual or potential conflict(s) of interest. After that time, any Director must immediately disclose any activity, contact or affiliation that could be perceived as a potential conflict of interest. All parties associated with NBEF shall comply with the Community Foundation’s established policies on the conduct of business.

Section 6. Meetings – The Board shall hold no fewer than four “in-person” meetings every year. Other meetings of the Board, or of the Executive Committee, may be held “in-person”, or by use of video teleconference, or any other generally accepted form of telecommunication, at the call of the Chair. Meetings of the Board shall be held at such places and times as the Board may from time to time determine. Special meetings may be called at any time by the Chair and shall be called at the written request of any three Directors. A majority (more than 50%) of Directors then in office, and not on leave of absence, shall constitute a quorum. Notice of any meeting of the Board shall be given to each Director in person or by telephone, electronic transmission, or postal-service mail to his/her office or home address on file, at least forty-eight hours prior to such meeting.

Section 7. Action at Meetings – At any meeting of the Board at which a quorum is present, a majority vote of those Directors present shall decide any matter, provided timely notice thereof has been given, except that the removal of a Director from membership on the Board (see Section 4 of this Article), the removal of an Officer from office (see Section 3 of Article IV), and amendments to these By-Laws (see Article VIII), shall require the affirmative vote of two-thirds of the Directors in office (and not on leave of absence). Section 8. Action by Consent – Any action by the Board or any board-appointed committee (see Article V) may be taken without a meeting provided a written consent thereto is agreed to (manually signed or by electronic or facsimile transmission) by all the Directors or all the members of the applicable committee and is then filed with the records of the meetings of the Board or of said committee. Such consent shall be treated for all purposes as a vote taken at a meeting.

ARTICLE IV

Officers

Section 1. General – The Officers of NBEF shall be the Chair, a Vice-Chair, a Secretary, a Treasurer, and such additional Officers, as the Board may deem appropriate. The duties and responsibilities of the Officers, beyond those outlined in these By-Laws, may be as prescribed by the Board, from time to time.

Section 2. Election and Tenure – The Chair shall be elected by the Board for an initial term of two years and may be re-elected to a maximum of two additional one-year terms. With the exception of an incumbent Chair who has yet to complete his/her initial two-year term, all Officers shall be elected annually by the Board at the first meeting of the Board following the Annual Meeting of NBEF. Except as otherwise provided by law or by these By-laws, each Officer shall hold office until the first meeting of the Board following the Annual Meeting and thereafter until their respective successors are chosen and qualified. Vacancies during the term of any Officer shall be filled by the Board. When an Officer is absent or incapacitated and a temporary replacement is needed and has not been designated in these By-laws, the Board shall appoint a temporary replacement. Such replacement shall have the same responsibilities and duties as the absent or incapacitated Officer, unless otherwise specified by the Board.

Section 3. Resignation and Removal – Any Officer may resign by delivering his/her written resignation to the Chair and to the Secretary, and unless it is specified to be effective at some later time, such resignation shall be effective upon receipt. An Officer may be removed from office by the affirmative vote of two-thirds of the Directors then in office and not on leave, provided that prior written notice of such proposed action has been given to the affected Officer (and to all other Directors), and that such Officer has been given an opportunity to be heard.

Section 4. Chair – The Chair shall have general responsibility for the functioning of NBEF between meetings of the Board or the Executive Committee. He/she shall preside at meetings of the Board and the Executive Committee and shall be an ex officio member of all committees appointed by the Board. He/she shall be responsible for providing broad leadership and direction to NBEF.

Section 5. Vice-Chair – The Vice-Chair shall exercise the functions of the Chair in his/her absence.

Section 6. Secretary – The Secretary shall give notice, and keep the minutes, of the Annual Meeting, all meetings of the Board and all meetings of the Executive Committee. He/she shall have the duties of a “corporate clerk”, as required by law, and shall have such other powers and duties as are usually incident to this office and as may, from time to time, be designated by the Board.

Section 7. Treasurer – The Treasurer, subject to the direction and control of the Board, shall have general charge of the financial records of NBEF and shall cause to be kept full and accurate books of account in collaboration with the Community Foundation. He/she shall have such other powers and duties as are usually incident to this office and as may from time to time be designated by the Board.

ARTICLE V

Board-Appointed Committees and Task Forces

Section 1. General – Except as the Board may otherwise determine, all board-appointed committees and ad hoc task forces may decide how to conduct the business to which they have been assigned. The Board shall determine the composition of all committees and ad hoc task forces so created, and delegate such powers and duties as it deems advisable and consistent with law. The Board shall have the power to fill vacancies in, change the membership of, or to disband any such committee or task force. Such committees and/or task forces may include persons who are not Directors.

Section 2. Executive Committee – The Executive Committee, consisting of the Chair, the Vice-Chair, the Secretary and the Treasurer, shall perform such duties and have such powers as may from time to time be designated by the Board between regularly scheduled Board meetings or when it is not practical or feasible for the Board to meet. Action taken at any meeting of the Executive Committee will be reported to the Board no later than the next scheduled meeting of the Board.

Section 3. Board Development and Governance Committee – The Board Development and Governance Committee shall be appointed from the Board by the Chair. This committee shall assist the Board in developing and overseeing NBEF’s policies and procedures. This shall include evaluating Board performance; addressing board composition and capabilities; enhancing Board capabilities, skills and competencies; and developing and overseeing NBEF’s policies and procedures.

Section 4. Nominating Committee – The Nominating Committee shall be appointed from the Board by the Chair. This committee shall assist the Board in identifying, screening and reviewing individuals qualified to serve as Directors and as Officers; and recommending to the Board candidates for nomination and election to fill board vacancies. The Committee shall propose, to the Annual Meeting, nominees for such Directors as are to be elected at that meeting. The Secretary shall cause notice of such nominations to be visibly posted at the offices of the Community Foundation, at least ten days prior to NBEF’s Annual Meeting. The Committee shall propose to the Board, at the first meeting of the Board following NBEF’s Annual Meeting, nominees for Chair (unless the incumbent Chair has yet to complete his/her initial two-year term), Vice-Chair, Secretary and Treasurer and any other such Officers as the Board may determine. Members of the community shall be encouraged to make suggestions to the Committee for suitable candidates for Directors and Officers. The Committee shall also consult with the Chair with respect to the process by which Directors are assigned to various board-appointed committees and ad hoc task-forces.

Section 5. Resource Development Committee – The Resource Development Committee, appointed by the Board, shall be responsible for recommending NBEF’s financial goals and the strategic means by which the organizations will achieve those goals. The committee will identify potential categories of supporters (such as individuals, businesses, foundations, sponsors and grants) and create and implement a program for soliciting support from potential individuals within those categories.

Section 6. Finance Committee – The Finance Committee, appointed by the Board, shall assist the Board in its oversight responsibilities relating to fiscal management. In furtherance thereof, the Committee will review and recommend approval of an annual operating budget, regularly review and report on financial results and, collaborating with the Community Foundation, oversee the management of NBEF’s assets.

Section 7. Grants and Distributions Committee – The Grants and Distributions Committee, appointed by the Board, shall be responsible for attracting grant applications, including maintaining an on-line grant- application section on NBEF’s website, and for the solicitation and evaluation of all grant applications. For all grant applications received, it shall make recommendations to the Board, upon which the Board shall vote final recommendations to the governing board of the Community Foundation. The Committee will follow whatever Community Foundation “grants review” policies may, from time to time, be in effect. The Committee is responsible for grant-program development, including criteria for the consideration and evaluation of grants, notifications of availability, application design and (once a decision is reached by the Board and by the governing board of the Community Foundation) notifications to grant applicants. The Committee is also responsible for soliciting reports from grantees, evaluating the effectiveness of all funds granted, and reporting to the Board thereon.

Section 8. Communications Committee – The Communications Committee, appointed by the Board, shall be responsible for all public relations planning, media releases, implementation and cultivation of marketing opportunities and development of materials to promote public support for NBEF.

Section 9. Events Committee -The NBEF Events Committee, appointed by the Board, plans activities and gatherings to raise moneys and provide forums for promoting NBEF.

Section 10. Website Maintenance Committee – This committee, appointed by the Board, is responsible for updating and maintaining NBEF’s website.

Section 11. Other Committees and Task Forces – The Board may establish such other committees and ad hoc task forces as it may from time to time determine necessary or advisable, to address pertinent subjects.

Section 12. Committee Chairs – Each committee chair is responsible for seeing that his/her committee accomplishes its assigned business. These responsibilities include the following: recruiting committee members; scheduling and chairing committee meetings; developing recommendations for fulfilling and monitoring their missions; developing policies, processes and procedures in order to conduct their committee meetings effectively; working with NBEF Officers and other committees in order to facilitate alignment; and recording and reporting on committee deliberations, recommendations and accomplishments.

ARTICLE VI

Execution of Instruments

Any contracts, deeds, leases, notes, checks, stock or bond powers, and other instruments authorized to be signed by an Officer of NBEF on its behalf may be signed by the Chair, the Vice-Chair, the Secretary, or the Treasurer, or such other Officer as the Board may from time to time determine.

ARTICLE VII

Disposition of Assets upon Liquidation or Dissolution

Upon a complete liquidation or dissolution of NBEF, all its assets remaining after payment of, or provision for, its debts or liabilities shall, with the approval of the court having jurisdiction, be given to such organization or organizations as the Board determines will best assure the continued effective use of such assets for the purposes for which NBEF was founded, provided that in no case shall such assets be given to any organization not approved by the governing board of the Community Foundation.

ARTICLE VIII

Amendment of By-laws

These By-laws may at any time be amended or repealed, in whole or in part, at any meeting of the Board, by a vote of two-thirds of the Directors then in office and not on leave, provided that (a) the substance of any proposed change shall be stated in the notice of such meeting and, (b) not less than thirty days previous to said meeting, said notice shall have been submitted at a meeting of the Board for its consideration.

ARTICLE IX

Indemnification

NBEF shall, to the extent legally permissible, assure the indemnification of each person who may serve or who has served at any time as an Officer or Director of NBEF against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he/she may become involved by reason of his/her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he/she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of NBEF; and further provided that any compromise or settlement payment shall be approved by a majority vote of Directors who are not at that time parties to the proceeding. The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled. No amendment or repeal of the provisions of this Article that adversely affects the right of an indemnified person under this Article shall apply to such person with respect to those acts or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by or was made with the written consent of such indemnified person. This Article constitutes a contract between NBEF and the indemnified Officers and other Directors. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified Officer or Director under this Article shall apply to such Officer or Director with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.