Purpose and Objectives
The Graves Community Foundation Inc bridges the Graves community and Graves Elementary School to assist in promoting academic excellence. The purpose of the Foundation is to raise funds to support and enhance the educational activities of the teachers and students of Graves Elementary School. The Foundation’s work focuses on recognizing and supporting the GES Faculty and Staff through grants, awards and appreciation festivities. The Foundation’s primary method is to raise funds through charitable fundraisers and seeking donations, among other methods. Expenditure of funds generated serves to offset education activities not funded by public sources. The Foundation’s Board regulates the fundraising activities and expenditures. Examples of the types of expenditures the Foundation makes include, but are not limited to, recognizing and rewarding excellence in teaching and learning, promoting innovative instruction through grants to teachers, providing supplemental instructional materials and equipment, and defraying expenses associated with academic competitions and programs.
Policies and Procedures
2.1 Board of Directors
All corporate powers and business affairs shall be exercised by, or under the authority of, the Foundation managed under the direction of its Board of Directors.
No Board Director shall be compensated for duties performed as an officer of this corporation. No officer shall be employed full-time by Graves Elementary School or Gwinnett County Board of Education.
New Board Directors shall be added periodically as needed but shall not exceed the maximum indicated in the Articles of Incorporation. Prospective Directors shall be nominated by a current Board Director and submit a short explanation of their connection to Graves Elementary School, their reason for requesting membership, and what skills/background they bring to the Foundation. Current Board Directors must discuss and vote to accept any new Directors. Once approved to join the Board, length of commitment is three years, until the Director identifies a successor, or the Director is removed by a vote of the Board. Any Director may resign at any given time by giving written notice to the Board of Directors, the President, or the Secretary. New Board Directors are typically added in the August Board Meeting but may be added in other Monthly Board Meetings upon loss of a current Director.
See Appendix A for diagram of organizational chart and reporting structure.
The presiding officer’s duties are as follows:
- Preside over Monthly Board Meetings, to include:
- Open the session at the designated time.
- Announce the business before the Board and the order in which it must be acted on.
- State and put to vote all motions that arise during the meeting.
- Vote in the event of a tie.
- Announce the results of a vote on motion.
- Enforce order and proper conduct on all occasions among Directors.
- Decide all questions of order to the Board by any two or more Directors.
- Inform the assembly about a point of order or practice when necessary or when called on to do so.
- Authenticate, by signature when necessary, all the acts, orders and proceedings of the Board.
- Restrain Directors engaged in debate within the rules of order, or, if impossible, adjourn the Board as a last resort.
- Be responsible for ensuring that the GCF is conducting business in the proper manner at all times.
- Appoint the chairperson and members for the Committees.
- Sign all binding contracts regarding GCF business.
- Sign GCF checks approved by the Board as needed.
- Approve check requests approved by the Board as needed.
- Attend any necessary committee meetings and participate in the vote to remove any chairperson from a committee who is not conducting business in the interest of GCF.
- Have the authority to assign tasks to other Directors of the Board when deemed necessary.
- Send communications to Directors, GCF partners, GES Alumni and community as deemed necessary.
- Serve a term of one year. May only be re-elected for 2 consecutive terms. May resign by giving written notice to the Board of Directors or to the Secretary.
- Required to be bonded.
2.2.2 Vice President
The Vice President’s duties are as follows:
- During the absence or disability of the President, the Vice President shall exercise all the functions of the President.
- Assist the President as needed.
- Contact Directors that are ill or absent from meetings two or more consecutive times.
- Manage Donations and thank you notes to donators.
- Serve a term of one year. May be re-elected for consecutive terms. May resign by giving written notice to the Board of Directors or to the President or Secretary.
- Required to be bonded.
The Secretary’s duties are as follows:
- During the absence or disability of the President, Vice President, and Treasurer, the Secretary will exercise all the functions of the President.
- Keep the meeting minutes from the Board Meetings.
- Keep a copy of all documents that are given out al all Board Meetings.
- Keep custody of the seal of the GCF.
- Read the minutes of the previous month’s Board Meeting when necessary.
- Keep a copy of all contracts that the GCF has entered into and all other written correspondence that must be maintained by GCF.
- Assist the Treasurer and Fundraising Chairperson in collecting money during fundraising activities and/or sign checks as necessary, i.e. – reimbursements to the President or the Treasurer.
- Serve a term of one year. May be elected for consecutive terms. May resign by giving written notice to the Board of Directors or to the President.
- Required to be bonded.
The Treasurer’s duties are as follows:
- During the absence or disability of the President and the Vice President of Graves Community Foundation, the Treasurer shall exercise all the functions of the President.
- Endure that proper Bonding and Insurance is obtained yearly.
- Ensure that the annual audit is completed.
- File a copy of annual audit report with the Secretary.
- Prepare and file Form 990/990-n with the Internal Revenue Service no later than the due date of such return. Currently, the due date is November 15th of each year.
- Work with the Budget Committee to develop proposed annual budget for August Board Meeting.
- Present proposed budget to the Board annually for approval.
- Present Treasurer’s report at Board Meetings.
- Perform bank statement reconciliation monthly.
- Ensure that bank signature cards contain all required signatures.
- Write checks for approved items.
- Transfer monies, as needed, from PayPal and Cash App to General Fund bank account.
- Back up the financial reports on a monthly basis.
- Assist in collecting monies.
- Use a deposit form for depositing money into account.
- No electronic disbursements allowed.
- Be responsible for depositing collected funds within 5 business days of receipt.
- Serve as the custodian of all GCF checkbooks unless the Board of Directors appoints another bonded GCF Director to serve as custodian of the checkbooks.
- Ensure all checks have the appropriate TWO signatures.
- Ensure all checks are written from the appropriate account.
- Ensure all check requests have the proper authorization or record of Board of Directors vote of approval.
- Ensure all check requests have proper documentation attached (receipts for purchases) and that all required comments are noted on the check request form.
- Preserve all check requests, receipts, paid bills, bank statements and financial reports for annual audit.
- Ensure that all authorized bills are paid within 30 days.
- Ensure no checks are made payable to “cash,” and that no bills are paid with cash.
- Create an image of each check at time it is written.
- Ensure all GCF money is deposited into GCF-owned accounts.
- Issue Form 1099-MISC as required.
- Serve a term of one year. May only be re-elected for 2 consecutive terms. May resign by giving written notice to the Board of Directors or to the President or Secretary.
- Required to be Bonded.
The Parliamentarian’s duties are as follows:
- Advise the President, other officers and committee members on matters of parliamentary procedure.
- Be well-versed in parliamentary law and thoroughly familiar with the bylaws and other rules of GCF.
- Serve as advisor and consultant during meetings.
- Assist the organization with planning meetings, conventions or stockholder support.
- Review GCF’s governing documents and provide an opinion as to how to proceed when questions arise.
- Assist the organization in drafting and interpreting bylaws and rules of order, and the planning and conduct of meetings.
- Work with GCF Bylaws Committee and Legal Counsel to ensure that the policies and procedures manual is legislatively compliant with the laws governing GCF.
- Serve a term of one year. May be elected for consecutive terms. May resign by giving written notice to the Board of Directors or to the President or Secretary.
2.2.6 Chairperson of the Board
The Chairperson of the Board’s duties are as follows:
- Provide vision to the Board in setting and reaching specific annual goals.
- Ensure the Foundation is managed effectively.
- Provide support and supervision to the officers.
- Serve as a figurehead representing the Board.
- Serve a term of one year. May be elected for consecutive terms. May resign by giving written notice to the Board of Directors or to the President or Secretary.
2.3.1 Monthly General Board of Director Meetings
The Monthly General Meeting of the Board of Directors of the GCF shall be held at Graves Elementary School or at such other places in the United States as may be determined by the Board, at such time and on such date as the Board shall determine from time to time, for the purpose of electing the Board and transacting such other business as may properly be brought before the meeting. Generally, Monthly Board Meetings shall be held monthly on a day designated by the Board. There may be no Monthly Board Meetings conducted during the months of June or December. Notifications for Monthly General Meetings shall be given to each Director by mail, telephone, or email at least three days prior to the day named for the meeting.
The May Board Meetings of the Board shall be held at Graves Community Foundation or at such other place in the United States as may be determined by the Board of Directors for the purpose of electing the Officers and the Board of Directors, approving the Foundation Policies and Procedures, approving the Bank and its signatories, and transacting such other business as may properly be brought before the meeting.
Directors of the Board entitled to vote may take action on a matter at a meeting only if a quorum of the membership is present in person. Unless the Articles or Bylaws provide otherwise. Directors are entitled to one vote per directive, motion or issue requiring the vote of the membership. Unless the Articles or other provisions of the Bylaws provides otherwise, 51% (or more) of all Directors in good standing constitute a quorum for the transaction of business in any meeting. When a quorum is once present at a meeting, it is not broken by the subsequent withdrawal of any of those present.
If a quorum exists, action on a matter (other than the electrician of an officer) by the Directors is approved if the votes cast favoring the action exceed the votes cast opposing the action, each Director is entitled to one vote in person on each matter voted on at the Directors’ meeting. Any action taken at a Monthly Board Meeting may be taken without a meeting if a written consent setting forth the action is signed by a majority of Directors. Written consent may be accomplished through the use of electronic correspondence.
The order of business (agenda) for Monthly Board Meetings is as follows:
- Greetings/Call to Order.
- Reading/Approval of Minutes.
- President’s Report.
- Treasurer’s Report.
- Principal’s Report.
- Old Business.
- Special Committee Reports (as needed).
- Standing Committee Reports (as needed).
- New Business.
- Open Forum: Questions, Closing Remarks.
- Next Meeting and Adjournment.
2.3.2 Committee Meetings – Standing and Special
Committee Meetings are to be held as needed to aid in the completion of Committee business. Meetings may be called in-person, done electronically, via web, or by phone. Some committees may find that all committee business can be adequately be handled by electronic communications in lieu of a meeting. This is reasonable and acceptable.
When Committee Meetings are required, the Committee Chair is responsible for identifying a location and date/time convenient to all committee members.
The Committee Chair is responsible for summarizing meeting discussions and results, providing the President with discussion points in writing prior to the monthly General Board Meeting, and presenting recommendations to the General Board Meeting for discussion and approval. Committee Chairs are appointed by the President, typically in the August General Meeting, and serve a term of one year. Committee Chairs may serve consecutive terms.
Committee Meeting Minutes are NOT required to be taken or submitted; however, it is the Committee Chair’s responsibility to relay all key points from Committee to General Board Meetings.
Agendas for Committee Meetings depend on the number and type of topics for discussion. No blueprint agenda is required to be followed.
2.4 Standing Committees
Committees are created to aid in the effective operation of critical GCF business. Committee goals and plans should be documented in the GCF Policies and Procedures Manual. Committee Chairs and members responsibilities should also be documented. Committee members may include outside experts and do not have to be GCF Directors if this arrangement helps to bring a new perspective or alleviate some of the workload. Committee reports, when needed, should be submitted by the Committee Chair to the President prior to the General Board Meeting. Reports should identify the areas where discussion is needed by the Board – budget, goals, opportunities, challenges.
2.4.1 Communications Committee
The Communications Committee is responsible for the following activities:
- Manage and update the GCF social media accounts,
- Manage and update the GCF website,
- Develop and disperse external electronic mail messages sent to GCF faculty and staff and the general public,
- Manage and update the communications email address list, and
- Develop and distribute a quarterly newsletter sent to address list.
2.4.2 Fall Fundraiser Committee
The Fall Fundraiser Committee supports the Foundation’s mission, vision and overall strategic plan through effective committee activities designed to promote GCF’s presence in the community and acquire financial support. The Fall Fundraiser Committee is responsible for overseeing GCF’s annual fall fundraiser and any fundraising activities done by the Board. To accomplish this, its responsibilities are:
- Establish a fundraising plan that incorporates a series of appropriate vehicles, such as special events, direct mail, product sales, etc.,
- Work with fundraising committee staff in their efforts to raise money,
- Take the lead in certain types of outreach efforts, such has chairing a dinner/dance committee or hosting fundraising parties, etc.,
- Be responsible for involvement of all Board Directors in fundraising, such as having Board Directors send emails or make telephone calls to ask for support,
- Monitor and evaluate fundraising efforts to be sure that ethical practices are in place, that donors are acknowledged appropriately, and that fundraising efforts are cost-effective, and
- Ensure all funds raised directly benefit Graves Elementary School.
2.4.3 Spring Fundraiser Committee
The Spring Fundraiser Committee’s job is to oversee GCF’s spring fundraiser, typically it’s the largest fundraiser of the year. To accomplish this, its responsibilities are:
- Work with the Board to establish a fundraising plan that incorporates a series of appropriate vehicles, such as the traditional Casino Night.
- Set pricing, review expenses and establish fundraising goals,
- Take the lead in marketing and outreach efforts, such as flyers, email campaigns, and website advertising, to best meet fundraising goals,
- Be responsible for involvement of all Board Directors in fundraising, such as having Board Directors make telephone calls to ask for support, recruit outside participants, and
- Monitor fundraising efforts to be sure that ethical practices are in place, that donors are acknowledged appropriately, and that fundraising efforts are cost-effective.
- Ensure all funds raised directly benefit Graves Elementary School.
2.4.4 Teacher Request Committee
The Teacher Request Committee handles all teacher funding requests that come to the Board using the following procedures:
- Send a letter with an August 31 deadline at the beginning of the semester, via the Principal, to the Faculty asking for all teacher requests for that particular semester.
- Requests may be made by using a Funding Request link on the Graves Foundation webpage. WEneedOURfoundationWEBaddressHERE. Requests have a $500.00 limit. See Appendix B for Funding Request Form.
- The chairperson compiles all of the requests into one document, and the committee meets to discuss – making certain that the requests are practical, show a well-organized plan and don’t fall under the financial umbrella of another organization, such as Gwinnett County Board of Education.
- Once the committee has finalized a ballot, it is sent to the President and placed on the agenda for the September Board Meeting.
- The Board votes.
- The chairperson presents a check/letter to those whose requests that have been granted (see Treasurer for both). It is also the responsibility of the chairperson to contact those whose requests were denied and explain why. In addition, if any additional information is needed for a re-vote, the chairperson should secure this from the teacher, receive feedback from the committee, then send to the President for further action. Pictures of the teacher and grant are typically taken and placed on the GCF website.
- This process is repeated at the beginning of December with a due date of the end of the semester for grants voted on at the January Board Meeting.
- If requests come in at any other time, they automatically are placed with the next group of requests.
- Finally, a letter is sent at the end of the school year, reminding teachers that the GCF will be asking for requests at the start of the school year and letting them know they are free to make requests at that time.
2.4.5 Faculty and Staff Appreciation Committee
The goal of the Faculty and Staff Appreciation Committee is to show appreciation to the Graves Elementary School faculty and staff for their continual hard work and dedication to our students. This is accomplished by hosting gatherings and present tokens of appreciation to the faculty and staff throughout the school year.
Primary responsibilities of the committee include:
- Arrange and conduct meetings, as needed.
- Organize events for the faculty and staff (approx. 200 people), examples include:
*August – Welcome Back to School dessert buffet/coffee bar
*October – Small treats left in mailboxes
*November – Soup luncheon
*December – Lunch prior to the holiday break
*February – Valentine’s Day treats delivered to mailboxes
*April – Treats placed in the mailroom during testing week
*May – Teacher Appreciation Week activity, typically a meal
*Propose the dates to the GCF Board and request volunteers,
*Request approval and reserve appropriate room from GES,
*Request faculty and staff events be advertised within the school, as needed,
*Draft a flyer advertising the events and inviting faculty and staff, if necessary,
*Ask for volunteers (external to Board Directors), when necessary,
*Keep a record of expenditures and turn in pertinent forms to the Treasurer, and
*Prepare monthly committee reports for the GCF Board.
2.4.6 Scholarship Committee – Does not apply to Elementary School
2.4.7 Faculty and Staff Attendance Award Committee
The attendance Awards Committee rewards teachers and staff members for perfect attendance on behalf of the GCF.
At the end of each month, the committee should contact the Principal, and he/she can provide a printout of the teachers/staff that have had no absences, no tardies, nor early departures that month.
Take this list and cut up the names, divide them into two piles, teachers and staff. Without looking, choose a teacher and choose a staff member. (The principal’s secretary can provide a list of each employee and his/her job title).
Each winner typically receives a $25.00 gift card to a restaurant, Amazon, etc. In addition, create a certificate on card stock to present to each person. When the committee member is present the award, take a photo to be posted on the website. If an administrator is available, include him/her in the photo as well.
2.5 Special Committees
Special Committees exist temporarily, either as a one-time situation or for a short period each year. A special committee can be as specific as needed to address a particular issue and therefore provides a useful alternative especially when cutting down on current committees that are not needed all-year.
2.5.1 Election Committee
The Election Committee shall prepare and present a ballot with nominees for the appropriate Office due for election/re-election. This committee is responsible for managing the election process, including nominations and ballots (Appendix E). The Committee will tally the votes received by each candidate and announce election results. Elections Committee members should NOT be Directors on the ballot for an officer position.
2.5.2 Bylaws Committee
When necessary, the Bylaws Committee shall update and present changes to the Bylaws and/or the Policies and Procedures Manual to the Board of Directors.
2.5.3 Budget Committee
GCF will develop a written yearly budget based on estimated future revenue and expenses for the GCF during the month of July. The prior year’s Budget and Actual Costs will serve as a starting point for the creation of the new budget. The budget reflects all anticipated revenues from all sources and all anticipated expenses. The budget will be presented for approval by the Budget Committee to the Board of Directors during the August Board Meeting. All budget changes must be presented, voted on and adopted by the Board of Directors.
2.5.4 Executive Committee
Executive Committee meetings are closed-door meetings that include on the officers of the GCF. Select Directors may also be invited to participate, if appropriate. Meetings may be called before, during, or after a General Meeting. Executive Committee meetings of the GCF shall be held at a convenient location determined by the Executive Committee, at such time and on such date as the Executive Committee shall determine from time to time. Issues discussed in Executive Committee meetings are typically more sensitive and should be kept confidential. Meetings are scheduled on an as-needed basis for the purposes of Officer review, Board disputes, lawsuits, conflicts of interest, Director removal, or other sensitive topics. These sensitive topics may require the presence of the Board’s legal advisor.
Minutes are required to be taken. However, Executive Committee minutes are kept confidential and a copy filed with Board’s legal advisor. The Executive Board my vote and take action in an Executive Committee meeting as long as a quorum (51% or more) of officers is present. While it may be reasonable and appropriate to disclose the decisions and discussions of the Executive Committee meeting in some cases, it may remain exclusive to the Executive Committee in others.
Agendas for the Executive Board Committee Meetings depend on the number and type of topics for discussion. A modified version of the General Board Meeting order of business will be followed. Notification by phone, mail or email will be given to Executive Board Meeting members at least three days in advance of the meeting. This notice shall state the time, place and purpose of the meeting.
2.6 Financial Policies and Procedures
GCF shall create an Audit Committee of three Directors, chaired by the Treasurer, during the month of June or July and present the audit to the Board of Directors by October 31st.
Every 3 to 5 years the Board will have a Certified Public Accountant (CPA) conduct an audit and give a report by the end of October.
An expense line item will be reflected in the budget to accommodate the audit.
2.6.2 Financial Statements
The Treasurer will prepare a statement of revenue and expense to be presented at each regularly scheduled Monthly Board Meeting. The report will reflect the reconciled transactions since the previous Monthly Board Meeting. The financial statements facilitate identification of restricted and unrestricted funds and comparison of actual revenues and expenses to budget. The statements are present to the Board of Directors by the Treasure.
2.6.3 Bank Account(s) Overview
GCF shall maintain two bank accounts: (in time)
The general account shall be used to collect and disburse funds for the operation of the GCF. Money collected via PayPal and Cash APP will be deposited into the General Account.
The investment Account will be established when the General Account has funds of $50,000.
GCF will be allowed to spend any interest made on the investment as needed to support the Foundation activities. The GCF may not spend the principal $50,000, only the proceeds from its investment.
2.6.4 Check Signing
Graves Community Foundation utilizes an Expense Voucher/Check Request Form (Appendix C) that will be filled out with appropriate information and/or applicable receipts attached by the requester.
Checks require two separate signatures. The check signers will be the Treasurer and the President, with the Secretary as an alternate when the check is a reimbursement to the President or Treasure.
All funds shall be collected for deposit by the Treasurer. Deposits to the GCF general bak account shall be made within 5 business days of the receipt of funds. A deposit receipt will be kept along with record of funds deposited.
The bank account does NOT maintain bank/ATM cards.
The GCF has a PayPal , Cash App and Square mobile credit card reader connected to the bank account that allows for purchases and donations to be made with credit cards. The Treasurer is responsible for the maintenance and use of the reader.
2.6.7 Expense Reimbursements
Authorization is required prior to all purchases. Standing authorization for routine expenditures such as insurance and PO Box is provided by Board approval of the annual budget. Directors desiring to make purchases outside standing authorized items should be requested using the Expense Voucher form. After approval, the Treasurer will write a check and apply the purchases to the budget.
In the event that individuals and/or entities incur expenses on behalf of the GCF, receipts must be presented for reimbursement of funds. A completed Expense Voucher form is needed with a valid explanation detailing GCF’s obligation regarding the reimbursement. Reimbursements are made by check only.
Non-budgeted expense items must be approved by the Board of Directors prior to being disbursed.
All approved invoices will be paid by the GCF within 30 days of receipt.
2.6.8 Maintenance of Books and Financial Records
Books and records of financial tractions should be maintained on an annual basis beginning July 1 and ending June 30 of each year. At the close of the fiscal year, the books and records should be held by the treasurer and/or the Secretary. A reconciliation of bank transactions is performed monthly, after the monthly statement from the bank is received.
2.6.9 Non-Budgeted Expenses
Non-budgeted expense items must be approved by the Board of Directors prior to being disbursed.
2.7 Use of Legal Counsel
The GCF may retain use of legal counsel in a fee-based or pro bono arrangement depending on level of commitment.
Generally, pro bono legal counsel should be familiar with GCF’s Articles of Incorporation and Bylaws and provide guidance on drafting new and revised versions of these documents. GCF should meet annually with counsel to be made aware of current status of the Foundation and upcoming changes. Counsel may also be available to review contracts and agreements that GCF enters into.
Fee-based legal counsel should be retained for all active litigation in which GCF is a party or otherwise closely involved (e.g., as a recipient of a third-party subpoena). Counsel may also provide guidance to ensure GCF is in good corporate standing with the state, and other state filings are up to date – charitable solicitation registration and reporting, state property or other tax exemptions, corporate status for affiliates, etc.
The Foundation shall provide its officers and Board a legal defense, and provide insurance to cover costs, judgements, or settlement expenses actually and reasonable incurred in connection with the defense or resolution of civil actions filed in external forums, such as judicial or agency proceedings, against such officers and Board in connection with their performance of Board duties, subject to the eligibility criteria and procedures stated in this policy. As authorized by the Articles of Incorporation (State of Georgia), the Foundation shall purchase and maintain insurance on behalf of the Officers and Board to indemnify such persons against any liability under the laws of the State of Georgia.
The policy is intended to have the Foundation assume financial responsibility for litigation and related expenses associated with the defense or resolution of claims against Board Directors, as long as eligibility criteria are met, and applicable procedures are followed.
This policy applies to all Board members. The Foundation shall have the power to purchase and maintain insurance on behalf of any person who is or was an Officer or agent of the Foundation or who is or was serving at the request of the Foundation as an Office, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity or arising out of any status as such.
2.9 Conflicts of Interest
The purpose of the conflict of interest policy is to protect GCF’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an Office or Director of GCF or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
- Duty to Disclose
In connection with any actual or possible conflict of interest, an interest person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Board and members of committees with governing Board delegated powers considering the proposed transaction or agreement.
- Degerming Whether a Conflict of Interest Exists
After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the Board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining governing Board or committee members shall decide if a conflict of interest exists.
- Procedures for Addressing the Conflict of Interest
- An interested person may make a presentation at the Board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
- The President of the Board or committee chair shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or agreement.
- After exercising due diligence, the Board or committee shall determine whether GCF can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
- If a more advantageous transaction or arrangement is not reasonable possible under circumstances not producing a conflict of interest, the Board or committee shall determine by a majority vote of the disinterested Board or committee whether the transaction or arrangement is in GCF’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
- Violations of the Conflicts of Interest Policy
- If the Board or committee has reasonable cause to believe a Director has failed to disclose actual or possible conflicts of interest, it shall inform the Director of the basis for such belief and afford the Director an opportunity to explain the alleged failure to disclose.
- If, after hearing the Director’s response and after making further investigation as warranted by the circumstances, the governing Board or committee determines the Director has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
2.10 Code of Conduct
2.10.1 Prohibition Against Private Inurement and Procedures for Managing Conflicts of Interest
No member of the Board of Directors shall derive any personal profit or gain, directly or indirectly, by reason of his or her service as a Board Director with the Foundation. Directors of the Board shall conduct their personal affairs in such a manner as to avoid any possible conflict of interest with their duties and responsibilities as Directors of the Bard. Nevertheless, conflicts may arise from time to time.
- When there is a decision to be made or an action to be approved that will result in a conflict between the best interest of Foundation and the Board Director’s personal interests, the Board Director has a duty to immediately disclose the conflict of interest so that the rest of the Board’s decision making will be informed about the conflict.
- It is every Board Director’s obligation, in accordance with this policy, to ensure that decisions made by the Board reflect independent thinking. Consequently, in the event that any Board Director receives compensation from Foundation such compensation will be determined by and approved by the full Board in advance.
- Any conflicts of interest, including, but not limited to financial interests, on the part of any Board Director, shall be disclosed to the Board when the matter that reflects a conflict of interest becomes a matter of Board action, and through an annual procedure for all Board Directors to disclose conflicts of interest at the August General Meeting.
- Any Board Director having a conflict of interest shall not vote or use his or her personal influence to address the matter, and he or she shall not be counted in determining the quorum for the meeting. A quorum, in this case, is defined without the counting of the Director in question. If at any meeting of the Board of Directors there is less than a quorum present, the Directors present may adjourn the meeting.
- All conflicts disclosed to the Board will be made a matter of record in the minutes of the meeting in which the disclosure was made, which shall also note that the Board Director with a conflict, abstained from the vote [and was not present for any discussion, as applicable] and was not included in the count for the quorum for that meeting.
- Any new Board Director will be advised of this policy during Board orientation and all Board Directors will be reminded of the Foundation Code of Conduct and of the procedures for disclosure of conflicts and for managing conflicts on a regular basis, at least once a year, during the August General Meeting.
- This policy shall also apply to any Board Director’s immediate family or any person acting on his or her behalf.
2.10.2 Prohibition Against Sexual Harassment
The Foundation strives to maintain an environment that is free from illegal discrimination and harassment. While all forms of harassment are prohibited, it is GCF’s policy to emphasize that sexual harassment is specifically prohibited. Any Board Director who engages in discriminatory or harassing conduct is subject to removal from the Board. Complaints alleging misconduct on the part of Board Directors will be investigated promptly and a confidentially as possible by a task force of the Board.
2.10.3 Confidentiality and Non-Disclosure Policy
Board Directors are reminded that confidential financial, personnel and other matters concerning GCF, donors, students, or elementary school staff may be included in Board materials or discussed from time to time. Board Directors should not disclose such confidential information to anyone.
2.10.4 Procedures for Violation of Confidentiality, Conflict of Interest and Whistleblower Policy
184.108.40.206 Reporting Responsibility
All directors have an obligation to report violations or suspected violations of Confidentiality, Conflict of Interest, Sexual Harassment and/or Whistleblowing policies to the President or highest-ranking office not involved in the compliant.
220.127.116.11 Authority of Executive Committee and Handling of all Reported Violations
The Executive Committee shall address all reported concerns. The President or member of the committee shall immediately notify the Executive Committee of any such report. The President will notify the sender and acknowledge receipt of concern within five (5) business days, if possible. It will not be possible to acknowledge receipt of anonymously submitted concerns. All reports will be promptly investigated by the Executive Committee, and appropriate corrective action will be recommended, if warranted by the investigation, to an appointed panel of (5) members of the Board of Directors who did not serve on the original investigation panel, to be selected by the President or the highest ranking office not included in the complaint. In addition, action taken must include a conclusion and/or follow up with the complainant for complete closure of the concern. The Executive Committee has the authority to retain outside legal counsel, accountants, private investigators, and any other resource deemed necessary to conduct a full and complete investigation of the allegations.
All complaints will be investigated promptly and with strict confidentiality by an investigatory team comprised of the President, Vice President, and/or Secretary and one (1) member of the Board of Directors selected by the highest-ranking office not named in the complaint after consultation with counsel. If the complaint involves any Director of the investigatory team, he/she shall be replaced on the investigatory team by. The immediate Past President or, alternatively, by another member of the Board of Directors selected by the highest-ranking office not named in the complaint. Bothe complainant and the accused will be provided only such information as is necessary to elicit from them their observation and other relevant information.
18.104.22.168 Acting in Good Faith
Anyone reporting a concern must act in good faith and have reasonable grounds for believing the information disclosed indicates an improper accounting, auditing practice, or violation of a Foundation policy, procedure or bylaw. The act of making allegations that prove to be unsubstantiated, and that prove to have been made maliciously, recklessly, or with the foreknowledge that the allegations are false, will be viewed as a serious disciplinary offense and may result in disciplinary action against the accuser.
Reports of concerns, and investigations pertaining thereto, shall be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation. Disclosure of reports of concerns to individuals not involved in the investigation will be viewed as a serious disciplinary offense and may result in disciplinary actions.
2.10.5 Disciplinary Actions
A director, officer, or volunteer who is found in violation of the Foundation Policies, Procedures or Bylaws is subject to discipline up to and including dismissal from the Board of Directors of the Foundation.
All Directors are required to sign Appendix F, Director Agreement and Code of Conduct statement agreeing to adhere to all items outlined in Section 2.10. Directors shall sign Appendix F upon acceptance on to the GCF Board of Directors. Adherence to Director Agreement and Code of Conduct shall apply for Director’s entire length of service.
3.1 GCF Website
GCF shall maintain an Internet website, www.gravescomunitionfoundation.org The Internet website shall be maintained by the Communications Committee. The purpose of the website shall be to:
- Inform the public of current GCF activities/fundraisers
- Publicize the grants and any awards that the GCF makes to Graves teachers and students.
- Attract and collect donations
- Provide an electronic method for the public to contact GCF
- Provide downloadable PDF versions of public documents required by the IRS
*IRS Form 1023
*IRS Form 990-N
*Articles of Incorporation and all amendments
*Bylaws and all amendments
*Conflict of Interest Policy
*Audited Financial Statement – Available upon request
3.2 Keys/Post Office Box
GCF shall maintain a post office box in the Norcross Post Office, P O Box 931413, 30003. The President and the Treasurer shall each hold a key to the post office box. The post office box shall be monitored at least (1) time per week. All mailings concerning GCF shall be directed to the post office box. The post office box shall be maintained at the Norcross (30003) Post Office.
US Post Master, 4771 Britt Road, Norcross GA. 30003