THE KINGFISHER EDUCATIONAL FOUNDATION A NON-PROFIT CORPORATION AS AMENDED SEPTEMBER 10, 2009 ARTICLE I PURPOSE The Kingfisher Educational Foundation is a broadly-based, nonprofit community organization whose purpose is exclusively educational and charitable and is to secure and distribute contributions from individuals, corporations and foundations for the benefit of the students in the Kingfisher, Oklahoma, Public Schools. ARTICLE II MEMBERSHIP SECTION ONE-ANNUAL MEMBERS The Membership in the organization shall be made up of persons who contribute a minimum of $100.00 in any one year to the organization for the furtherance and purposes of the organization. Members may be residents of any city or state. Any person who contributes a minimum of $100.00, which is marked exclusively for membership dues, in any one (1) calendar year to the organization shall be a member for that calendar year. SECTION TWO-LIFETIME MEMBERSHIP Any person who contributes the sum of $500.00, which is marked exclusively for membership dues, shall be a lifetime member and shall thereafter not be required to pay any membership dues annually. If agreed to in advance by the donor and the Board of Directors, 2 a person can become a Lifetime Member when payments are made as part of a monthly payment plan even if the payments occur for a period longer than one (1) calendar year. SECTION THREE-CHARTER MEMBERS Charter membership may be obtained by paying the sum of $1,000.00 during the initial year of the organization and shall thereafter not be required to pay any membership dues. SECTION FOUR-PERSONS DEFINED Persons as defined in membership may be individuals, corporations, partnerships, associations or other entities of whatsoever nature. No member, as such, shall ever receive pecuniary gain or dividends of any kind or other pecuniary remuneration, directly or indirectly. SECTION FIVE-MEETINGS Meetings of membership shall be held at such places as determined by the Board of Directors. SECTION SIX-ANNUAL MEETINGS The annual meeting of the membership shall be held at the administrative offices of the Kingfisher Superintendent of Schools at 7:00 o'clock A.M., on the second Thursday of September, unless a legal holiday in Oklahoma, in which event the meeting shall be held on the next succeeding business day, at the same time and place. No other notification or publication shall be required. At said meeting the membership shall vote and set the number of Directors for the coming year and elect Directors by simple majority vote of those present to fill vacancies on the Board of Directors and shall transact such other business as may be brought before the meeting.3 SECTION SEVEN-SPECIAL MEETINGS The President of the Foundation may call a special meeting of the membership; or any member may, by petition signed by one-fourth (l/4th) of the membership in good standing, require the President to call a special meeting of the membership. Business transacted at such special meeting shall be limited to the purpose stated in the written notice of said meeting. SECTION EIGHT-VOTING AT MEETINGS At each meeting of the membership, each member shall be entitled to vote in person or by proxy appointed by an instrument in writing subscribed by the maker and bearing the date of not more than one year from prior to said meeting. All elections shall be had, all questions decided and all business transacted by a majority vote of such members present, which majority shall constitute a quorum. SECTION NINE-MEMBERSHIP LIST A complete list of members eligible to vote at a general or special meeting of the membership shall be prepared by the Secretary and shall be available for examination by the membership at any reasonable time. ARTICLE III BOARD OF DIRECTORS SECTION ONE-POWERS AND DUTIES All corporate powers of the Foundation shall be exercised by or under the authority of the Board of Directors. SECTION TWO-NUMBER OF DIRECTORS The number of Directors shall not be fewer than nine (9) nor exceed 4 twenty-one (21), the exact number to be determined at the annual membership meeting. At the present time, the number of Directors shall be twelve (12), being eleven (11) elected and one (1)- appointed. SECTION THREE-MANNER OF SELECTION AND TERM A. The Board of Directors shall appoint at least one (1) ex officio (non-voting) Director, who shall be from the Kingfisher Public School Administration. The position shall be included in the total number of Directors as set out in the preceding section. B. Other ex officio (non-voting) Directors may be appointed by the Board of Directors from public school personnel or the community as desired. These positions shall not be included in the total number of Directors as set out in the preceding section. C. The eleven (11) voting Directors shall be elected for a term of three (3) years or until a successor is elected. D. Prior to the annual meeting, the President shall appoint a nominating committee consisting of not less than three (3) Directors. E. In order to implement the rotating terms for the Board of Directors, one-third (1/3) of the Directors shall be elected for a term of one (1) year; one-third (1/3) of the Directors shall be elected for a term of two (2) years; and one-third (1/3) of the Directors shall be elected for a term of three (3) years. At all subsequent Annual Elections, all Directors shall be elected for a term of three (3) years. SECTION FOUR-VACANCIES Except as otherwise stated in these Bylaws, any vacancy 5 occurring among the members of the Board of Directors shall be filled by a majority vote of the Directors then in office. A Director elected to fill a vacancy shall be elected for the unexpired term of the predecessor. SECTION FIVE-QUORUM Two-thirds (2/3) of the Directors shall constitute a quorum for the transaction of business at any meeting of the Board. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum for such meeting. Directors may not vote by proxy. SECTION SIX-COMPENSATION No Director shall receive, directly or indirectly, any compensation for his or her services as Director. The Board may authorize reimbursement for an individual Director for services rendered on behalf of the Foundation, if prior approved. The Board may authorize reimbursement for an individual Director for expenses incurred on behalf of the organization if approved by a majority of the Board. ARTICLE IV OFFICERS SECTION ONE-NUMBER AND QUALIFICATIONS The officers of the Foundation shall consist of a President, Vice President, a Secretary, a Treasurer, and such other officers as the Board of Directors may from time to time appoint. SECTION TWO-ELECTION AND TERM OF OFFICE The officers of the Foundation shall be elected annually by and 6 from the Board of Directors, immediately following the election of Directors, at the regular Annual Meeting. Vacancies may be filled at any meeting of the Board of Directors. Each officer shall hold office until a successor shall have been duly elected and qualified. SECTION THREE-PRESIDENT Subject to control of the Board of Directors, the President shall have general supervision of the affairs of the Foundation. The President shall preside at all meetings of the Board of Directors, and shall have such other duties as may be prescribed by the Board. The President shall serve as an ex officio member of all Committees. SECTION FOUR-VICE PRESIDENT In the absence of the President, the Vice President shall perform the duties of the President. The Vice President shall have such other powers and duties as may be assigned by the Board. SECTION FIVE-SECRETARY The Secretary shall act as secretary of all the meetings of the Board of Directors, and shall be responsible for the minutes of all such meetings. The Secretary shall perform such additional duties as shall be assigned by the Board. SECTION SIX-TREASURER The Treasurer shall be responsible for the accounting of all monies of the Foundation, including depositing and/or investing in accordance with policy adopted by the Board as well as the transfer of funds to the Kingfisher Community Trust as hereinafter provided. The Treasurer shall be the Chairman of the Finance Committee and shall have such additional powers and duties as may be assigned by the Board. ARTICLE V7 MISCELLANEOUS SECTION ONE-MEMORIALS The Educational Foundation encourages memorials and bequests which will be added to the endowment fund. A permanent record of those contributing as well as those memorialized will be kept. SECTION TWO-KINGFISHER COMMUNITY TRUST A. The organization hereby transfers a portion of the corpus of its permanent fund to the Kingfisher Community Trust to hold such funds in trust with the beneficiary to be the Kingfisher Educational Foundation. Such transfer is made in accordance with the provisions of (a) gift(s) to the Kingfisher Community Trust to establish "Kingfisher Educational Foundation Fund" dated the 10th day of June, 1993. The Trustee(s) shall hold, manage, invest and reinvest the corpus and shall collect the income therefrom and shall pay, at least annually, that income to the Kingfisher Educational Foundation for expenditures in accordance with the Articles of Incorporation and Bylaws of this organization. B. The Board of Directors are hereby authorized to transfer any additional funds to the Kingfisher Community Trust, for the purposes as herein set out, as the Board shall deem necessary and proper. Any vote to take such action shall be in accordance with the provisions of Article III, Section Five, above. C. The organization is aware an individual may wish to contribute directly to and through the Kingfisher Community Trust for the use and benefit of the Kingfisher Educational Foundation and the organization encourages and recommends such donation, endowment or bequest. If such contribution is restricted, however,8 it is subject to acceptance by the Board of Directors. Any designated use by such contribution shall not constitute a use which would cause the organization to lose its tax exempt status. If not accepted, the donor shall have the right to immediate reimbursement of said funds. D. The organization authorizes the payment of the Trustees' fee in the amount of one-half (1/2) of one percent (1%) of the corpus, annually. SECTION THREE-ACCOUNTS The Board of Directors may, from time to time, authorize the opening and keeping of general bank accounts, savings accounts or certificates of deposits with such financial institutions as the Board may designate. These accounts shall be used for collection, allocation and distribution of funds, including, but not limited to donations, interest income from the Kingfisher Educational Foundation Fund of the Kingfisher Community Trust, expenses, grants and contributions in accordance with the purpose of this organization. It is the intent at this time that the funds shall be deposited in federally insured financial institutions. SECTION FOUR-EXPENDITURE OF CONTRIBUTIONS The organization shall not be operated for a profit for members. There shall be no distribution of cash or property by way of interest or dividends to any officer, member or trustee of the organization of whatsoever character or description except the organization may pay reasonable compensation for services rendered or expenses incurred as set out in Article III, Section SIX, above. To use corpus for purposes of the organization shall require the 9 affirmative vote of 80% of the membership of the Board of Directors, not just of those constituting a quorum. For purposes of this limitation, corpus is not intended to include money raised through fundraisers sanctioned by the organization or donations given to the organization (unless otherwise requested by the donor), but shall include monies already held in trust, monies received as dues or monies received as interest from prior years that was unused. Earmarked contributions are specifically excluded from this limitation. It is the originating intent of this organization that it be used to accumulate funds for future use as to the purposes for which it was formed and that to accumulate such fund may require ten, twenty or more years of existence before the fund is significantly large enough to establish an annual interest income sufficient to generate the type of contribution anticipated for the purposes set out. SECTION FIVE-FISCAL YEAR The fiscal year shall be as set by the Board of Directors. SECTION SIX-RULES Robert's Rules of Order (in its most recent edition at the date of its use) shall be the parliamentary authority for all matters of procedure not specifically covered by these Bylaws or by other specific rules of procedure adopted by the Directors of the Foundation. SECTION SEVEN-REPORT TO DIRECTORS The President shall furnish a written report annually to all members of the Foundation at the annual meeting. SECTION EIGHT-AUDIT The Board of Directors shall audit the financial transactions 10 of the Foundation, at least annually. SECTION NINE-AMENDMENTS These Bylaws may be amended by the affirmative vote of a majority of the qualified members present and voting at any meeting at which a quorum is present. No action shall be taken to amend any Bylaw unless written notice of the proposed amendment(s) shall have been given at least ten (10) days prior to the meeting if delivered by first class mail or a minimum of forty-eight (48) hours prior to the meeting if the notice is delivered personally. ADOPTED BY VOTE OF THE MEMBERS ON SEPTEMBER 10, 2009.