The purposes of Western Piedmont Foundation, Incorporated, are to encourage public support of the programs, faculty, facilities of Western Piedmont Community College, to seek funds and gifts to advance the mission and goals of the College, and to Counsel with the Board of Trustees on the further development of Western Piedmont Community College consistent with the provisions of Chapter 115D in the General Statutes of North Carolina and of Section 501 (c) (3) of the Internal Revenue Code.
ARTICLE I – MEMBERSHIP AND MEETINGS
Section 1. OFFICE: The principle and registered office of the Corporation hereinafter the Foundation, shall be located at Western Piedmont Community College, Morganton, North Carolina. There shall be no members and no capital stock.
Section 2. BOARD OF DIRECTORS: A self-perpetuating Board of Directors shall manage the affairs of the Foundation and consist of a minimum of fifteen members. Directors are elected at the Annual Meeting by the current board for a three year term. No person shall serve as a member of the Board of Directors for more than six successive years.
Section 3. ANNUAL MEETINGS: The Annual Meetings of Western Piedmont Foundation, Inc. shall be held at a designated place in March and August of each year at an agreed upon time. The primary purpose for the August meeting is to elect new officers in accordance with Article II, Section 2, of these By-Laws and to fill other vacancies which may occur.
Section 4. SPECIAL MEETINGS: The Foundation may meet in special session at the discretion of the Foundation President or upon request by any six (6) Directors. All members of the Board of Directors shall be notified by any usual means of communications at least five (5) days before the called meeting. Such notice shall specify the purpose for which the meeting is called.
Section 5. WAIVER: Attendance by a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Section 6. QUORUM: A simple majority of the Board of Directors of the Foundation being present shall constitute a quorum for the conduct of business at any Annual or Special Meeting.
Section 7. CONDUCT OF BUSINESS: Action taken by a majority of the Directors at any Annual or Special Meeting at which a quorum is present shall be deemed an act of the Board of Directors of the Foundation. An exception to this rule is that a majority vote of the entire Board of Directors shall be required to adopt, amend, or repeal a section of these By-Laws or to adopt a resolution to dissolve the Foundation.
ARTICLE II – OFFICERS
Section 1. OFFICERS: The officers of Western Piedmont Foundation, Inc., shall consist of a president, president elect, vice president, secretary/treasurer, immediate past president. At the discretion of the Board of Directors, Western Piedmont Community College staff may be appointed to assist the officers of the Board. No two offices may be held by the same person, and each officer shall serve a one year term or until a successor is elected and installed.
Section 2. SUCCESSION AND ELECTION: The president elect and vice president of the Foundation shall succeed into higher office by appropriate recognition at the Annual Meeting, to-wit; the president elect becomes president and the vice president becomes president elect. The Vice President shall be elected at the Annual Meeting each year for a one year term. The secretary/treasurer shall be elected at the Annual Meeting each year for a two year term. Any officer or agent elected or appointed by the Board of Directors, or under its authority, may be removed by the Board of Directors with or without cause. Vacancies may be filled for the remaining unexpired term at the time they occur by a majority vote of the Directors at a Special Meeting.
Section 3. PRESIDENT: The President shall be the executive officer of the Foundation and preside over all meetings of the Board of Directors and Executive Committee. The President shall sign any deeds, bonds, mortgages, contracts, or other instruments which may be lawfully executed on behalf of the Foundation, except where delegated by the Board of Directors to another officer or agent. In general, the President shall perform all executive duties incident to the office and such other duties as may be prescribed by the Board of Directors. The President may serve as an ex officio member of all special committees of the Foundation.
Section 4. PRESIDENT ELECT/VICE-PRESIDENT: A Vice President of the Foundation shall serve, in succession, as the Executive Officer in the absence or disability of the President, or upon request by the Board of Directors. In addition, the Vice Presidents shall perform such other duties as may from time to time be assigned by the President or the Board of Directors.
Section 5. SECRETARY/TREASURER: The Secretary shall keep accurate and complete records of the Foundation, including the actions and proceedings of all meetings of the Board and the Executive Committee, and other reports and files as may be prescribed by law. The Secretary shall give notice of all meetings as required in these By-Laws, sign such instruments as may be required, and have charge of the corporate books, records, and Seal. In general, the Secretary shall perform all duties of the office and such other duties as may be assigned from time to time by the President or the Board of Directors.
The Treasurer shall have custody of all funds and securities belonging to the Foundation and shall receive, deposit, or disburse the same under the direction of the board of Directors. The Treasurer shall keep full and accurate accounts of the finances of the Foundation using acceptable accounting procedures to provide a true statement of the assets and liabilities as needed.
At the end of each fiscal year, or at other times as may be requested by the Board of Directors, the Treasurer shall file a complete report on the financial operations of the Foundation at the principle office. A copy of said statement shall be mailed or otherwise delivered to each Director within four months after the end of each fiscal year. The Treasurer shall, in general, perform all duties of the office and such other duties as may be assigned from time to time by the President of the Board of Directors.
Section 7. BONDS: The Board of Directors may, by resolution, require any officer or agent of the Foundation, to give bond to the Foundation, with sufficient sureties approved by the Board of Directors, conditioned upon the faithful performance of the duties of the office or position.
ARTICLE III – COMMITTEES
Section 1. COMMITTEES: The Board of Directors may establish standing committees and appoint special committees as required to achieve the goals of the Foundation. All committees so appointed shall keep accurate minutes and records of all meetings and shall report to the Board of Directors at the next meeting.
Section 2. EXECUTIVE COMMITTEE: The officers of the Foundation and one Board member who also is a member of the Board of Trustees of Western Piedmont Community College shall constitute the Executive Committee of Western Piedmont Foundation, Inc. The President of Western Piedmont Community College, or a designee, shall attend all Executive Committee meetings as an ex officio and shall be a-voting member. The Vice President/CFO of Western Piedmont Community College shall attend all Executive Committee meetings as an ex officio, non-voting member. The Executive Committee shall have and may exercise all of the authority of the Board of Directors between Annual or Special Meetings of the Board in the management of the affairs of the Foundation in accordance with these By-Laws and with programs approved by the Board of Directors.
Section 3. FINANCE COMMITTEE: The President, with the approval of the Board of Directors, shall appoint a Finance Committee to consist of the Treasurer as chairman and three additional Directors for a term of office lasting until the next Annual Meeting or until a successor is duly appointed. The Finance Committee shall, subject to such rules and policies as may be established by the Board of Directors, have the responsibility for managing the investments of the Foundation and shall, from time to time, make recommendations to the Executive Committee on ways and means to maximize these investments.
ARTICLE IV – FISCAL MANAGEMENT
Section 1. FISCAL YEAR: The fiscal year of the Foundation shall be the fiscal year, established for Western Piedmont Community College.
Section 2. COMPENSATION: The Directors and officers of the Foundation shall serve without compensation. However, the Board of Directors, at their discretion, may provide reimbursement of any officer or Director who has incurred expenses in the performance of approved duties or activities.
Section 3. CHECKS AND DRAFTS: All checks, drafts, and other orders for the payment of money issued in the name of the Foundation shall be signed by such officer or officers, agent or agents, of the Foundation in a manner determined at that time by resolution of the Board of Directors or the Executive Committee.
Section 4. DEPOSITORIES: All funds of the Foundation, not otherwise employed, shall be deposited as required to the credit of the Foundation in such depositories as the Board of Directors shall direct.
Section 5. CONTRACTS: The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument on behalf of the Foundation, and such authority may be general or confined to specific instances.
Section 6. DONATIONS: Any person or agent making gifts to Western Piedmont Foundation, Inc., may designate the object or objects for which the gift shall be administered and distributed. These shall be known as Designated Gifts, and the Board of Directors may, by resolution, accept or not accept the object or objects, condition or conditions, so offered.
Any person or agent may make a gift to the Foundation without designation, specification, condition, or limitation, which shall be known as an Undesignated Gift. Such undesignated gifts may be added to and merged with other undesignated gifts held by the Foundation in single trust estate, or if deemed best by the Board of Directors or specified in the gift, may be held in a separate trust estate. The income from all undesignated gifts, including the principle if so approved by the Board of Directors, shall be used for the benefit of Western Piedmont Community College in furtherance of its stated mission and goals.
Section 7. FUND RAISING: The Board of Directors shall by appropriate resolution enter into agreements and fund raising activities on behalf of Western Piedmont Community College in accordance with these By-Laws and the Foundation Articles of Incorporation.
ARTICLE V – GENERAL
Section 1. CORPORATE SEAL: The Corporate Seal of Western Piedmont Foundation, Inc., shall consist of two concentric circles between which is the name of the Foundation and in the center is inscribed SEAL.
Section 2. WAIVER OF NOTICE: Whenever any notice is required to be given to any director under the provisions of the North Carolina Non-Profit Corporation Act or under the provisions of the Articles of Incorporation or By-Laws of this Foundation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.
Section 3. AMENDMENTS: These By-Laws may be amended, repealed, and new by-laws adopted by the affirmative vote of a majority of the Directors then holding office at the Annual Meeting or at a special meeting of the Board of Directors.
Section 4. CONFLICTS OF INTEREST: The Foundation Board of Directors shall review the Foundation’s Conflicts of Interest Policy annually and sign a Conflicts of Interest Acknowledgement Form.
Adopted: Summer 1988
Amended: August, 1996
Amended: February, 1999
Amended: July, 1999
Amended: October, 2003
Amended: April, 2017
Amended: August, 2018