North Dakota Foundation for Educational Leadership, Inc

NORTH DAKOTA FOUNDATION FOR EDUCATIONAL LEADERSHIP, INC.

BY-LAWS

These by-laws for the North Dakota Foundation for Educational Leadership, Inc., a nonprofit North Dakota Corporation organized under Chapter 10-33 of the North Dakota Century Code, with a principal office located at 1720 Burnt Boat Drive, Bismarck, North Dakota 58501, were adopted on the 9th day of October, 1997, by the Board of Trustees at the initial meeting in Bismarck, North Dakota.

Section 1 - Name

The name of this corporation is the North Dakota Foundation for Educational Leadership, Inc., hereinafter referred to as the “Foundation.”

Section 2 - Purpose

As specified in the Articles of Incorporation, the exclusive purpose for which the Foundation is created is to perform certain function for, and to assist in carrying out the educational, scientific, and charitable purposes of the North Dakota Council of Educational Leaders, Inc. To accomplish this purpose, the Foundation shall:

A.Advance education in the filed of educational leadership.

B.Develop and improve educational leadership in-service education by conducting education conferences, conventions, seminars, and workshops.

C.Engage in research in the field of educational leadership and disseminate the results of such research to the public by means of journals and other appropriate publications.

D.Assist qualified individuals in the study of educational leadership by establishing and administering scholarship funds for that purpose.

1. Assist appropriate federal, state, and local education and other agencies in training and research programs in the field of educational leadership.

1. Assist with identifying candidates for educational leadership who have potential for success.

1. Engage in such other general activities that are supportive of the purely educational, scientific, and charitable purpose of the North Dakota Council of Educational Leaders as the Council may direct.

1. Provide scholarships or other financial grants to students according to criteria established from time to time by the board.

1. To seek and accept contributions, grants, devises and bequests from any source to advance and promote the purposes of the Board described above.

During the formative period of the Foundation, the Board of Trustees shall have the authority to choose activities, which are appropriate for the Foundation at the present level of development. Additional activities and projects, falling within the general framework of the purposes articulated in the Articles of Incorporation, shall also be authorized, provided that they are within the restrictions contained in Articles III and VIII of the Articles of Incorporation.

Section 3 - Reports

The Foundation may prepare written reports outlining the activities of the Foundation. The Foundation shall annually prepare a summary of all financial records maintained by the Foundation. These reports shall be sent to the members of the Board of Trustees of the Foundation and to the Board of Directors of the North Dakota Council of Educational Leaders, Inc. (NDCEL)

Section 4 - Staffing

Larry A. Klundt, the initial Secretary-Treasurer of the Foundation, shall serve as the initial Executive Director of the Foundation under the direction and control of the Board of Trustees. The Executive Director shall have the authority to make arrangements with the staff of the North Dakota Council of Educational Leaders for any additional services and to pay the Council for these staff services provide that records of the use of these individuals are maintained for inspection. The Executive Director shall serve at the discretion of the Board of Trustees.

Section 5 - Principal Office

The principal office of the Foundation is at 1720 Burnt Boat Drive, Bismarck, North Dakota 58501. Upon request by the Board of Directors of the North Dakota Council of Educational Leaders, the Foundation shall pay reasonable charges for the use of furniture and equipment owned or leased by the North Dakota Council of Educational Leaders.

Section 6 - Board of Trustees

The composition of the Board of Trustees shall be determined by Article VI of the Articles of Incorporation. The Trustees shall have the exclusive authority to manage the affairs of the Foundation in accordance with the laws of North Dakota, the provisions of these By-laws, the Articles of Incorporation, and the special restrictions that apply to the Foundation as a corporation seeking recognition of tax-exempt status under the Internal Revenue Code of 1954, as amended, or any successor provisions.

Section 6.1 - Chairperson

The president of the North Dakota Council of Educational Leaders shall also serve as the chairperson of the Board of Trustees and exercise the powers of the corporate president of the Foundation under chapter 10-33 of the North Dakota Century Code.

Section 7 - Meetings

The Board of Trustees shall meet at least once per year to conduct the business of the Foundation. The Executive Director is given the authority to schedule the meetings of the Trustees, provided that at least 24 hours advance notice is given prior to any meeting.

Section 8 - Steering Committee

Between the meetings of the Board of Trustees, the affairs of the Foundation shall be managed by a Steering Committee consisting of the same individuals elected to the Executive Committee of the North Dakota Council of Educational Leaders. The Executive Director of the Foundation shall serve as a non-voting member of the Steering Committee in addition to the Board of Trustees.

Section 9 - Parliamentary Authority

The provisions of Roberts Rules of Order, Newly Revised, shall govern the affairs of the Foundation.

Section 10 - Amendments

These By-laws have been adopted by the Board of Trustees. Additional By-laws may be adopted by the Board of Trustees, provided that any proposed amendments may contain only such provisions as might lawfully have been contained in these original By-laws. The Executive Director is given the authority to revise these By-laws and mail copies of the proposed revisions to the members of the Board of Trustees for adoption at any duly called meeting of the Trustees or by a special mail ballot mailed to their address of record.