Bylaws and Other Legal Documents
Note: The Articles of Incorporation and the Conflict of Interest Policy are at the bottom of this page
CGSC Foundation Bylaws
Adopted 26 January 2006
Amended 12 April 2007
Amended 30 September 2010
- ARTICLE I – PRINCIPAL OFFICE AND REGISTERED AGENT
- ARTICLE II – MISSION
- ARTICLE III – BOARD OF TRUSTEES
- ARTICLE IV – COUNCIL OF SENIOR ADVISORS
- ARTICLE V – OFFICERS
- ARTICLE VI – COMMITTEES
- ARTICLE VII – FOUNDATION STAFF
- ARTICLE VIII – ACCEPTANCE OF GIFTS
- ARTICLE IX – ADMINISTRATION
- ARTICLE X – RECORDS
- ARTICLE XI – LIMITATION ON ACTIVITIES, DISSOLUTION
- ARTICLE XII – INDEMNIFICATION AND INSURANCE
- ARTICLE XIII – AMENDMENTS
- ARTICLE XIV – EFFECT OF BYLAWS
ARTICLE I – PRINCIPAL OFFICE AND REGISTERED AGENT
Section 1. Principal Office. The principal office of the Command and General Staff College Foundation (the “Foundation”), a not-for-profit corporation incorporated under the laws of the State of Kansas, shall be located at Fort Leavenworth, Kansas or other location in close proximity to Fort Leavenworth. The Foundation may have such other office or offices at such suitable locations within or outside the State of Kansas as may be designated from time to time by the Board of Trustees of the Foundation (the “Board”).
Section 2. Registered Agent. The Foundation shall have and continuously maintain a registered office in the State of Kansas, and the Board shall appoint and continuously maintain in service a registered agent within the State of Kansas. The registered agent shall have a post office address identical with the registered office, shall be a resident of the State of Kansas, and shall either be an Officer of the Foundation or a member of the Kansas State Bar.
ARTICLE II – MISSION
Section 1. Mission. The mission of the Foundation, subject to the limitations of Article X, is to foster a strong relationship between the military and the private sector, to enrich the U.S. Army Command and General Staff College’s academic environment, support professional military education and leader development, enhance the institution’s research activities, maintain contact with alumni, and encourage excellence in the faculty and student body to ensure the preparation of outstanding leaders of the Armed Forces of the United States. In the advancement of its mission, the Foundation shall solicit, receive, administer and make grants and gifts of funds and property for the encouragement, support and furthering of the education and training of those persons who shall from time to time be attached or assigned to the U.S. Army Command and General Staff College (the “College”).
Section 2. Income and Principal. All income and principal of the endowment and assets of the Foundation shall be held, invested and distributed solely for such purposes, with the exception of appropriate amounts needed for the administration of the Foundation in the furtherance of its mission. The Foundation shall be authorized to engage in such other and supplemental means as may be necessary and proper to accomplish its mission.
Section 3. Supporting Organization. The Foundation provides support to the United States Army Command and General Staff College.
ARTICLE III – BOARD OF TRUSTEES
Section 1. General Authority. There shall be a Board of Trustees of the Foundation (the “Board”), which shall manage, supervise and control the business, property and affairs of the Foundation. The Board shall be vested with the powers of the Foundation itself, including, but not limited to, the authority to determine policies of the Foundation and to carry out its mission, to appoint and remunerate agents and employees and to disburse the funds of the Foundation. It shall adopt such rules and regulations necessary for the conduct of its business, and shall assign such responsibility and authority as shall be deemed advisable, insofar as such delegation of authority is not inconsistent with nor contradicts the Articles of Incorporation, the Bylaws of the Foundation, or any applicable law.
Section 2. Membership. The Board of Trustees of the Foundation shall be composed of not less than twelve (12) and not more than ninety (90) individuals. The Trustees shall be divided into three classes. The initial terms of the Class I Trustees shall end at the annual meeting of the Board in 2007, and thereafter the terms shall be for three years. The initial terms of the Class II Trustees shall end at the annual meeting of the Board in 2008, and thereafter the terms shall be for three years. The initial terms of the Class III Trustees shall end at the annual meeting of the Board in 2009, and thereafter the terms shall be for three years. The Board has the power to elect, upon recommendation of the Nominating Committee, such Emeritus and Honorary positions as from time to time it may deem appropriate.
Section 3. Election. At each Annual Meeting of the Board, Trustees shall be elected to hold office by a majority vote of the Trustees then in office. Vacancies among the Trustees may be filled by a majority vote of the Trustees at the annual meeting or they may be appointed by a majority of the Executive Committee and then presented for election to the Board at the following annual meeting. Trustees normally shall serve no more than two consecutive three-year terms of office provided, however, that this restriction may in exceptional cases be waived by a majority vote of the Trustees at any regular or special meeting of the Board at which a quorum is present. Former Trustees may be reelected by the Board after one year’s absence from the Board. A Trustee whose term expires at an Annual Meeting shall not thereby be disqualified from voting for the election of a successor.
Section 4. Resignation. Any Trustee may resign from office at any time by delivering a resignation in writing to the Chairman, the President or the Secretary. Acceptance of the resignation shall not be necessary to make the resignation effective, which shall take place immediately or at the time specified therein.
Section 5. Removal. Any Trustee may be removed with or without cause by a vote of at least two thirds (2/3) of the Board at any regular or special meeting of the Board of Trustees at which a quorum is present. The term of any Trustee who fails to attend three (3) consecutive regular or special meetings of the Board or otherwise evidences lack of interest in or support of the CGSC Foundation may be terminated by a majority vote of the Trustees present at any properly constituted meeting, or by a two thirds (2/3) majority vote of the Executive Committee.
Section 6. Regular Meetings. The Annual Meeting of the Board of Trustees of the Foundation shall be held in September, unless otherwise determined by the Executive Committee. It shall be held at such time, day and place as shall be designated by the Chairman in the notice of the meeting for the purpose of electing Trustees and Officers and transacting such other business as may properly come before the meeting. The Board of Trustees may, by resolution, provide for the holding of additional regular meetings.
Section 7. Special Meetings. Special meetings of the Board of Trustees may be called at the direction of the Chairman, the President, or by any six (6) Trustees or three (3) members of the Executive Committee then in office. They shall be held at such time, day and place as may be designated in the notice of the meeting.
Section 8. Notice. Notice of the time, day and place of any regular meeting of the Board of Trustees shall be given at least thirty (30) days, but not more than sixty (60) days, previous thereto by notice sent by mail, telephone, facsimile or other electronic communication (e-mail) to each Trustee at his or her address as shown in the records of the Foundation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. Notice of any special meeting shall be given at least seven (7) days prior to the convening thereof in the manner prescribed above. The purpose or purposes for which a special meeting is called shall be stated in the notice thereof. A Trustee may waive notice of any meeting. The attendance of a Trustee at any meeting shall constitute a waiver of notice of such meeting, except where a Trustee 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 9. Quorum. One third (1/3) of the Trustees then in office actually present or participating via electronic means as noted in Section 10, or by Proxy shall constitute a quorum for the transaction of business at any meeting of the Board of Trustees. If no quorum is present at any meeting, a majority of Trustees present may adjourn the meeting from time to time without further notice until a quorum is obtained or continue discussions on an informal basis only.
Section 10. Participation. In addition to being present at a meeting, any one or more members of the Board or any committee thereof may participate in a meeting of the Board or such committee by interactive electronic means (teleconference, video teleconference, or via a virtual collaborative environment) that would allow all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
Section 10a. At all meetings of trustees, annual or special, every Trustee having the right to vote shall be entitled to vote in person or by Proxy appointed by an instrument in writing, and subscribed by such Trustee. Any vote by Proxy shall be counted as if the Trustee were present in person for purposes of determining the presence of a quorum.
Section 11. Action by the Board. Except as otherwise provided by law or by these Bylaws, the act of a majority of Trustees in person, by interactive electronic means, or by Proxy at a meeting of the Board of Trustees shall be an act of the Board, provided that a quorum is present at such time. Each member of the Board shall be entitled to one vote. In the absence of a quorum, any action taken shall be advisory only, but may become valid if subsequently confirmed by a majority vote of the Board, in conformance with the stated quorum requirements of the Board.
Section 12. Reimbursement. Trustees shall receive no compensation for their services as members of the Board of Trustees. The Board may, however, authorize reimbursement by the Foundation of reasonable reimbursement for services rendered in effecting one or more of the missions or objectives of the Foundation.
Section 13. Foundation Membership. The Foundation shall have no members other than the members of its Board of Trustees. For the purpose of any rule of law relating to members of non-stock corporations, the members of the Board of Trustees shall constitute the members of the Foundation. The Board of Trustees, however, may establish classes of nominal constituents and designate various levels of corporate or individual support to encourage and recognize contributions to and support of the missions and objectives of the Foundation. Consistent with the provisions of this section, no such nominal constituents shall be members of the Foundation unless elected to the Board of Trustees.
Section 14. Trustee Financial Responsibility. Each Trustee shall be expected to contribute to the Foundation, in cash or in kind, an amount the minimum of which shall be determined by the Board an annual or special meeting. In addition, Trustees are strongly encouraged to provide additional means of support to the Foundation. These means of support may be in the form of either direct or indirect financial or in-kind donations, fundraising, serving as representatives or spokespersons for the Foundation, or assisting with periodic special projects that promote the mission of the Foundation.
ARTICLE IV- COUNCIL OF SENIOR ADVISORS
Section 1. General Authority. There shall be a Council of Senior Advisors of the Foundation (the “Council”) which shall provide advice to the Officers and Members of the Foundation on an as-needed basis.
Section 2. Membership. The Council of Senior Advisors is not a governing body. It consists of members elected to serve, without obligation, for an open-ended term. Candidates for membership are drawn from those trustees who have completed successfully their elected terms as Trustees (members of the Board). The Council has the power to make recommendations to the Board. The Council may elect a President who shall be invited to attend Board meetings as a non-voting advisor.
Section 3. Obligations. There are no obligations for members of the Council. However, Council members are encouraged to be ambassadors for the Foundation, to promote the work of the Foundation, support the programs and activities of the Foundation, and to support fundraising efforts of the Foundation.
ARTICLE V – OFFICERS
Section 1. Officers. The Officers of the Foundation shall consist of a Chairman, a Vice Chairman, a President, Vice President(s), a Secretary, a Treasurer, a General Counsel and such other Officers as from time to time the Board may deem necessary. Any two or more offices may be held by the same person except for the offices of President and Secretary. Officers who are not employees of the Foundation shall be members of the Board of Trustees.
Section 2. Election of Officers. The Officers of the Foundation shall be elected or appointed by the Board of Trustees at the Annual Meeting of the Foundation. Officers may receive reimbursement for services rendered in such reasonable amounts as may be determined from time to time by a majority of the entire Board.
Section 3. Term of Office. Each Officer shall hold office for three (3) years or for the term of which he or she is elected or appointed and until his or her successor has been elected or appointed. Officers shall normally serve no more than two consecutive three-year terms of office provided, however, that this restriction may in exceptional cases be waived by a majority vote of the Board at any regular or special meeting.
Section 4. Removal, Resignation and Vacancies. The Board, by a majority vote of the Trustees then in office, may remove any Officer at any time with or without cause. The removal of an Officer without cause shall be without prejudice to his or her contract rights, if any. The election or appointment of an Officer shall not in itself create contract rights. Any Officer may resign at any time by giving written notice to the Chairman, the President or the Secretary. Unless otherwise stated in the notice, the resignation shall take effect upon receipt thereof by the Board or such Officer. Acceptance of the resignation shall not be necessary in order to make it effective. Any vacancy arising in an office from any cause may be filled by a majority vote of the Board at its next meeting or at a special meeting called for that purpose. Officer vacancies may be filled by the Executive Committee, on an interim basis, until the next Annual Meeting of the Board where a quorum is present.
Section 5. Chairman. The Chairman of the Board of Trustees shall be the senior officer of the Foundation. The Chairman shall preside at all meetings of the Board and shall have all powers and shall perform all duties commonly incident to and vested in the office of the chairman of a corporation. The Chairman shall be a voting ex-officio member of all committees of the Foundation and shall, in consultation with the President, recommend to the Board of Trustees the appointment of standing or special committees and subcommittees as may be required or permitted by these Bylaws.
Section 6. Vice Chairman. The Vice Chairman of the Foundation shall have such powers and perform such duties as the Chairman may prescribe. In the event that the Chairman is absent or unable to act, the Vice Chairman shall perform all the duties and may exercise the powers of the Chairman.
Section 7. President. The President of the Foundation shall have those powers and shall be responsible for the performance of those duties commonly incident to and vested in the office of president of a corporation, but which shall not include the responsibilities of the chief executive officer of the Foundation. The President shall preside at meetings of the Board when the Chairman or Vice Chairman are unavailable and shall be the permanent chairman of the Executive Committee. He or she shall have general knowledge of and responsibility for the supervision of the business of the Foundation and shall see that all orders and resolutions of the Board are put into effect by the Chief Executive Officer and the Foundation Staff. The President shall be a voting ex-officio member of all committees of the Foundation. The President shall also perform such other duties as the Chairman, or the Board of Trustees, may from time to time designate or assign.
Section 8. Vice President. The Vice President(s) of the Foundation shall have such powers and perform such duties as the Chairman or the President may prescribe. In the event that the President is absent or unable to act, the senior Vice President, by date of election, shall perform all the duties and may exercise the powers of the President.
Section 9. Secretary. The Secretary of the Foundation shall have all powers and shall perform all duties commonly incident to and vested in the office of secretary of a corporation. He or she shall attend all meetings of the Board of Trustees and such committees to which he or she may be appointed. The Secretary shall be responsible for recording, distributing and preserving in the books of the Foundation accurate minutes of the proceedings of all such meetings. The Secretary shall assure that all notices are given in accordance with these Bylaws and shall perform such other duties as the Board may designate. The Chief Executive Officer may perform the duties as Secretary if appointed by the Chairman of the Board (Article VI, Section 1).
Section 10. Treasurer. The Treasurer of the Foundation shall have all powers and shall perform all duties commonly incident to and vested in the office of treasurer of a corporation. The Treasurer shall be responsible for developing and reviewing the fiscal policies of the Foundation, assuring (a) that accounts are maintained of all monies received and expended, (b) that all monies of the Foundation are deposited in banks or trust companies approved by the Board of Trustees, and (c) that authorized disbursements are made there from as required by the business of the Foundation. The Treasurer shall render a report of the finances of the Foundation at the Annual Meeting of the Foundation, or whenever requested by the President, showing all receipts and expenditures for the current year, and shall perform such other duties as the Board may from time to time designate.
Section 11. General Counsel. The General Counsel shall be the principal legal advisor to the Foundation and shall serve as a member of the Board of Trustees.
Section 12. Bonding. The Chief Executive Officer, the Treasurer and any other person authorized to sign Foundation checks shall be bonded in such amounts as the Executive Committee shall prescribe.
ARTICLE VI – COMMITTEES
Section 1. Executive Committee. The Chairman may appoint, or authorize the President to appoint, an Executive Committee to consist of the Officers of the Foundation, to include immediate past-chairman and immediate past-president, and one or more additional Trustees who are not Officers on an advisory basis. The Chairman of the Board shall serve as an ex-officio voting member of the Executive Committee. The Chief Executive Officer of the Foundation, and such other members of the staff as the President may direct, shall attend Executive Committee Meetings as non-voting members. The Executive Committee is empowered to act for the Board of Trustees between Board meetings on all matters of Foundation business not in conflict with these Bylaws or with policies established by the Board. The Executive Committee may appoint trustees to vacancies on the Board and may also appoint interim officers to fill unexpected vacancies until the following regular Annual Meeting. The Executive Committee will meet on call of the Chairman, the President or any two (2) members of the Executive Committee and such actions as the Executive Committee may take will be reported to the full Board when the Board next convenes subsequent to such actions. One-half (1/2) of the standing Executive Committee shall constitute a quorum for the transaction of business.
Section 2. Development Committee. The Chairman may appoint a Development Committee to consist of such number of persons as the Board of Trustees may determine advisable, to have such duties and perform such functions as the Board may deem appropriate.
Section 3. Finance and Audit Committee. The Chairman may appoint a Finance and Audit Committee to consist of such number of persons as the Board of Trustees may determine advisable, to have such duties and perform such functions as the Board may deem appropriate. The Chairman may also authorize an Investment Subcommittee to oversee management of the endowment and other funds of the Foundation and to make recommendations to the Finance and Audit Committee regarding their management.
Section 4. Programs and Planning Committee. The Chairman may appoint a Programs and Planning Committee to consist of such number of persons as the Board of Trustees may determine advisable and to have such duties and perform such functions as the Board may deem appropriate.
Section 5. Nominating Committee. In addition to its standing committee responsibilities, the Executive Committee, at least fourteen (14) days prior to the Annual Meeting, shall function as the Nominating Committee of the Board to select candidates for election to vacancies on the Board of Trustees and to select candidates for Officers of the Foundation incident to expiration of terms of office or for other reasons. The Chairman or the President, whoever is not standing for election, shall present the names of candidates to the Secretary, who shall publish said names, with their corresponding offices, to the membership together with the notice of the time and place of the Annual Meeting. No member of the Nominating Committee who is being considered for reelection to the Board or election or reelection as an Officer of the Foundation may be present during, or participate in, the discussion of, or the voting for, his or her own candidacy.
Section 6. Bylaws Review Committee. The Chairman may appoint a Bylaws Review Committee to review the Articles of Incorporation and Bylaws and report its recommendation for changes to the Executive Committee.
Section 7. Special Committees. The Chairman may create such additional special committees as it shall, from time to time, deem desirable. The members of such committees shall be appointed by the Chairman in consultation with the President. Such special committees shall have only the powers specifically delegated to them by the Chairman and in no case shall have powers which are not authorized for standing committees.
ARTICLE VII – FOUNDATION STAFF
Section 1. Chief Executive Officer. The Foundation may employ a Chief Executive Officer (“CEO”) who, as the Foundation’s principal staff officer, shall be responsible for seeing that the policies and directives of the Board of Trustees and Executive Committee are properly carried out and who shall, in general, supervise and control all of the business, financial and administrative affairs of the Foundation. The CEO shall have the responsibility and authority necessary to manage and direct all activities of the Foundation, subject to such policies as may be adopted and such orders as may be issued by the Board. The CEO shall also be responsible for strategic planning and coordination of the Foundation’s relationship with both the Commandant and Deputy Commandant of the Command and General Staff College. The CEO shall not make policy decisions, make grants or cause the Foundation to borrow funds without express Board or Executive Committee approval. The CEO shall work closely with the Board, its committees, and the Foundation’s Staff to ensure accomplishment of the stated goals, objectives, programs and overall mission of the Foundation. The CEO shall act as the duly authorized representative of the Board of Trustees and Executive Committee in all matters in which the Board has not formally designated some other person to act. The CEO may also serve as the Secretary of the foundation as noted in Article IV, Section 8.
Section 2. Limitation of Authority. The powers of the CEO apply only in the absence of Articles of Incorporation or Bylaws provisions to the contrary, and only in matters of routine business, and not in extraordinary (major decision) matters, such as amalgamation, sale of assets, long-term contracts or agreements, or dissolution of the Foundation.
Section 3. Financial Reports and Audits. The CEO shall be responsible for the preparation and presentation of an Annual Financial Report verified by an independent public or certified public accountant, or a firm of such accountants selected by the Board, showing in appropriate detail the following: (1) the assets and liabilities, including trust and endowment funds, of the Foundation as of the end of the preceding fiscal year; (2) the principal changes in assets and liabilities, including trust and endowment funds, during said fiscal year; (3) the revenue or receipts of the Foundation, both unrestricted and restricted to particular purposes, during said fiscal year; and (4) the expenses and disbursements of the Foundation, for both general and restricted purposes during said fiscal year. At the first Regular or Annual Meeting of the Board of Trustees following receipt of the audited Annual Financial Report, the CEO shall be responsible for presenting that report to the Board of Trustees, which report shall then be filed with the minutes of that meeting. The CEO shall cause the Annual Financial Report to be reviewed by an independent certified public accountant at such times as required by any regulations governing the Foundation’s operation or as directed by the Executive Committee. The CEO will arrange for an audit upon the change of the Treasurer and at least once every two years IAW AR 210-22.
Section 4. Chief Operating Officer. The Foundation may employ a Chief Operating Officer (“COO”) who, as the Foundation’s second principal staff officer, shall work closely with the CEO with regard to daily supervision of the staff, support of the Board, and as directed by the CEO toward furtherance of all of the goals and missions of the Foundation. In addition to providing oversight of staff activities, the COO shall assist with all matters of finance, development, fundraising, membership, planning and program support as directed by the CEO.
Section 5. Succession. In the event the CEO is absent or unable to act, the COO shall temporarily assume the responsibility and authority of the CEO when so directed by the Chairman or, in the Chairman’s absence, the President of the Foundation.
Section 6. Additional Staff Officers and Employees. The Foundation may employ such additional full or part-time staff members from time to time as may be deemed essential and appropriate to further the goals and accomplish the mission of the Foundation. The titles and responsibilities of these positions shall be authorized by the Board upon recommendation of the CEO and the Executive Committee.
ARTICLE VIII – ACCEPTANCE OF GIFTS
Section 1. The Chairman, the President, the Chief Executive Officer and any member of the Board of Trustees shall have the authority to accept or to reject offers of gifts on behalf of the Foundation.
Section 2. All Trustees, Officers and employees of the Foundation are prohibited from giving to donors or perspective donors any appraisal of the value of any property which may be offered to or accepted by the Foundation.
ARTICLE IX – ADMINISTRATION
Section 1. The fiscal year of the Foundation shall commence on January 1 and terminate on December 31.
Section 2. Levels of giving (individual and corporate) shall be decided by the Executive Committee. A one-year complimentary individual constituency will be extended to military and civilian students, and new staff and faculty of the College, in exchange for their personal contact information so they may be properly notified of Foundation activities.
Section 3. The Foundation shall have two funds, the general operating fund and an endowment fund. The source of funds for the general operating fund shall be annual contributions, unrestricted gifts and grants. The source of funds for the endowment fund shall be restricted contributions and funds so designated by the Executive Committee. The Executive Committee shall establish appropriate policies for the use of funds in the endowment fund.
Section 4. The Board of Trustees shall request an annual list of needs from the College and approve the granting of funds based upon the availability of Foundation resources consistent with the ability to maintain, operate and sustain the Foundation on a sound fiscal basis.
Section 5. The Executive Committee shall approve all expenditures for the operation of the Foundation and shall ensure that disbursements are within the purpose for which the Foundation was established.
Section 6. Individual members shall not receive an income, either individually or collectively, except salaries for Foundation employees specified herein and approved by the Executive Committee.
ARTICLE X – RECORDS
Section 1. The Foundation office shall maintain the following permanent records:
- Original Articles of Incorporation with all current revisions.
- Original Bylaws with all current revisions.
- Records of approval of the Articles of Incorporation and Bylaws and all amendments thereto.
- Current list of Trustees, Officers, and constituents.
- All documents related to the Foundation’s tax exempt status.
ARTICLE XI – LIMITATION ON ACTIVITIES, DISSOLUTION
Section 1. Limitation on Activities. The Foundation is organized and operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or any successor thereto (hereinafter, the “Code”) and shall engage exclusively in activities in furtherance of such purposes in accordance with the mission and objectives of its Articles of Incorporation and Bylaws. The Foundation shall not exercise any power or authority, nor shall it engage in any activity, that would prevent the Foundation from qualifying (and continuing to qualify) as an exempt organization described in section 501(c)(3) of the Code. No part of the net earnings, if any, of the Foundation shall inure to the benefit of any Trustee, Officer, employee or any private individual, except that reasonable compensation may be paid for services rendered to or for the Foundation. No substantial part of the activities of the Foundation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, except to the extent permitted under section 501(h) of the Code, nor shall the Foundation participate in or intervene in (including the publishing or distributing of statements) any political campaign on behalf of or in opposition to any candidate for public office.
With respect to any taxable year or years of the Foundation during which it is a private foundation as defined in section 509 of the Code, it shall make distributions for such years at such time and in such manner as not to subject the Foundation to tax under section 4942 of the Code. The Foundation shall not:
- engage in any act of self-dealing, as defined in section 4941(d) of the Code;
- retain any excess business holdings, as defined in section 4943(c) of the Code;
- make any investments or otherwise acquire assets in such manner as to subject the Foundation to tax under section 4944 of the Code; or
- make any taxable expenditures, as defined in section 4945(d) of the Code.
Section 2. Dissolution. On dissolution or termination of the Foundation, no Trustee, Officer, employee or any private individual shall be entitled to share in the distribution of any of the Foundation’s assets. All remaining assets, after payment or making provision for payment of all lawful debts and liabilities of the Foundation, shall be distributed to the College.
ARTICLE XII – INDEMNIFICATION AND INSURANCE
Section 1. To the extent permitted by law, the Foundation shall indemnify and hold harmless each Trustee and Officer, whether or not then in office, and his or her personal representative(s), against any and all claims, liabilities, expenses and costs reasonably incurred by him or her or by his or her estate, in connection with or arising out of any action, suit or proceeding in which he or she is made a party by reason of being or having been a Trustee or Officer; provided, however, that no Trustee or Officer shall be indemnified against liability or claims by reason of his or her willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office.
Section 2. The right of indemnification herein provided for shall also apply in respect of any amounts paid in compromise of any such claims asserted against any such Trustee or Officer, including expenses and costs reasonably incurred in connection therewith, provided the Executive Committee shall have first approved such proposed compromise settlement and determined that the Trustee or Officer involved was not guilty of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office; but in taking such action any Trustee involved shall not be qualified to vote thereon, and if for this reason a quorum of the Executive Committee cannot be obtained to vote on such matters it shall be determined by a committee of three disinterested persons appointed by the Executive Committee at a duly called special or regular meeting.
Section 3. The right of indemnification herein provided for shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any agreement, vote of disinterested Trustees, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Trustee or Officer and shall inure to the benefit of the heirs, executors, and administrators of such a person.
Section 4. The Foundation may purchase and maintain insurance on behalf of any person who is or was such a Trustee or Officer, or is or was serving at the request of the Foundation as such a director, Trustee, officer or designated agent of another corporation, domestic or foreign, non-profit or for profit, partnership, joint venture, trust or other enterprise.
ARTICLE XIII – AMENDMENTS
Section 1. Amendments. These Bylaws may be amended by the Executive Committee.
Section 2. Notice of Amendment. An amendment to be proposed at a meeting shall be mailed to each member of the Executive Committee at least ten (10) days prior to the date of the meeting. An amendment so made shall be effective immediately after adoption unless an effective date is specifically adopted at the time the amendment is enacted.
ARTICLE XIV – EFFECT OF BYLAWS
Section 1. These Bylaws supersede in their entirety all other Bylaws heretofore adopted by the Foundation.
CGSC Foundation Articles of Incorporation
As Amended April, 4, 2006
As Amended September 30, 2010
We, the undersigned, being natural persons of the age of eighteen years or more and citizens of the United States of America, for the purpose of forming a not-for-profit corporation under the Kansas General Corporation Code, do hereby adopt the following Articles of Incorporation:
ARTICLE I – NAME
The name of the corporation is “Command and General Staff College Foundation” hereinafter referred to as the “Foundation.”
ARTICLE II – STOCK
No shares of stock are authorized to be issued by the Foundation.
ARTICLE III – SUPPORTING ORGANIZATION
The Foundation is a supporting organization of The United States Army Command and General Staff College.
ARTICLE IV – REGISTERED AGENT
The name and street address of the Foundation’s Registered Agent and Registered Office in Kansas is Robert R. Ulin, 100 Stimson Ave., Suite 1149, Fort Leavenworth, KS 66027.
ARTICLE V – DURATION
The period of duration of the Foundation shall be perpetual, and the Foundation shall continue until dissolved by the process of law.
ARTICLE VI – INCORPORATORS
The names and addresses of the incorporators are:
Robert Arter, LTG (Ret) U.S. Army
Lansing, Kansas 66043
Willard B. Snyder COL (Ret) U.S.A.R.
8014 State Line Road, Suite 203
Leawood, Kansas 66208
Robert R. Ulin COL (Ret) U.S. Army
131 Meadow Court
Lansing, Kansas 66043
ARTICLE VII – PURPOSE
Section 1. The Foundation is formed exclusively for educational purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States Internal Revenue Law (the “Code”). The Foundation is organized specifically for the purpose of promoting the welfare and enhancing the prestigious educational programs of The United States Army Command and General Staff College. The Foundation is established as a type three private association under the provisions of AR 210-22 and will exist on the military installation at the discretion of, and with the written consent of the installation commander. Such consent will be contingent on the following requirements and conditions that are suitable:
a. The Foundation’s programs and activities will not prejudice or discredit the military service or other agencies of the U.S. government. The Foundation will neither propagate extremist activities nor advocate violence against others or the violent overthrow of the government.
b. The Foundation’s activities will not be conducted in the name of Fort Leavenworth or any organization of the Army establishment.
c. Neither the Army nor a nonappropriated fund as defined in AR 215-1 will assert claim to the assets of the Foundation, nor will the Army or any nonappropriated fund incur any obligation on behalf of or assume any of the obligations of the Foundation.
d. The Foundation will not engage in activities that compete or conflict with authorized activities of nonappropriated fund instrumentalities or appropriated fund government functions.
e. The nature and authorized function of the Foundation together with provisions for proper disposition of residual assets and liabilities on dissolution will be established in the Bylaws.
f. The Foundation will be self-sustaining and will receive no support, assistance or facilities from the Army or from nonappropriated funds instrumentalities except as provided in AR 210-22 and AR 215-1.
g. The Foundation will reimburse the Army for utility expenses of facilities used by the Foundation, unless facilities use is incidental (and would cost more to bill and collect than it costs to provide utility).
h. The Foundation will not seek to deprive individuals of their civil rights.
i. The Foundation will not engage in the distribution or sale of alcoholic beverages at any time.
j. The Foundation’s employment practices will not discriminate based on sex, age, religion, race, color, national origin, marital status, lawful political affiliation, labor organization membership, or physical handicap.
k. The installation commander will have authority to enforce compliance by the Foundation with conditions enumerated herein, to inquire into Foundation activities, and to withdraw the consent for its existence on Fort Leavenworth if deemed necessary in the interest of the government.
l. The Foundation will be a financially self-sustaining non-governmental organization and will be constituted, established, and operated by individuals acting exclusively outside the scope of any official capacity as officers, employees, or agents of the government. The Foundation is neither established nor operated according to authority vested in the Army or any official thereof.
m. The Foundation will comply with all applicable local, state and federal laws and regulations, including tax laws.
n. The Foundation will maintain adequate insurance as determined by the Board of Trustees.
ARTICLE VIII – OBJECTIVES
Section 1. The objectives of the Foundation are:
a. Promote continued positive support of the educational activities of The Command and General Staff College (the “College”).
b. Strengthen the relationship and personal contacts among Foundation constituents and College faculty, students and alumni in order that the reservoir of experience and knowledge of each can be available to further the mission and objectives of the College.
c. Sponsor and conduct seminars, conferences, symposia, and other activities as necessary on important national issues that will enhance the knowledge and understanding of Foundation constituents, College faculty, students and alumni and interested citizens.
d. Promote continued interest in and support of activities of the College.
e. Foster, maintain, and strengthen a sense of fraternity among Foundation constituents and College faculty, students and alumni.
f. Engage in such other activities deemed appropriate to the objectives of the Foundation as determined by the Board of Trustees.
Section 2. In order to accomplish these objectives, the activities of the Foundation will include, but not be limited to:
a. Appropriate recognition of outstanding College faculty, students and alumni.
b. Recognition of distinguished service or contributions to the advancement of the College.
c. Appropriate correspondence, publicity, and activities to enhance, and promote service to the College, as well as to inform Foundation constituents, and College faculty, students and alumni.
d. Periodic meetings of Foundation constituents and supporters to sustain interest in and support of the College.
Section 3. Notwithstanding any other provisions of these Articles of Incorporation, the Foundation shall only engage in activities permitted to be carried on:
a. By an organization exempt from Federal income tax under Section 501 (c)(3) of the Code, and
b. By an organization, contributions to which are deductible under section 170 (c)(2) of the Code.
Section 4. In furtherance of its objective, the following are expressly prohibited:
a. No part of the net earnings or other assets of the Foundation shall inure to the benefit of any individual and no Trustee, officer or employee of the Foundation shall receive any pecuniary benefits of any kind except that the Foundation shall be authorized and empowered to pay reasonable compensation for services rendered.
b. No substantial part of the activities of the Foundation shall be the carrying of propaganda, or otherwise attempting to influence legislation, and the Foundation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of (or in opposition to) any candidate for public office.
ARTICLE IX – BOARD OF TRUSTEES
Section 1. The Foundation shall have a self-perpetuating Board of Trustees, in which shall be vested all of the powers and authority to supervise, control, direct and manage the property, affairs and activities of the Foundation. The rights, powers and privileges of the Board of Trustees shall be fixed in the Bylaws. The number of members of the Board of Trustees of the Foundation shall be determined by the Board of Trustees in a regular or special meeting and shall be fixed by the Bylaws. Trustees shall be elected in accordance with the procedures stated in the Bylaws.
Section 2. Membership on the Board of Trustees is open to all individuals regardless of race, color, creed, sex, or national origin.
Section 3. The Deputy Commandant of the College will be requested to appoint from the Deputy Commandant’s staff or faculty, two advisors to the Foundation Board of Trustees. In accordance with the Joint Ethics Regulation 3-201, these advisors will be non-voting members and will not in any way be involved in the management or control of the Foundation. They may serve during the time they are members of the College staff or faculty for a term not to exceed three years.
ARTICLE X – MEMBERSHIP
Section 1. The Foundation will have no members other than the Members of the Board of Trustees. The Board however, may establish classes of constituents and designate various levels of individual and corporate support to encourage and recognize contributions to and support of the Foundation.
ARTICLE XI – METHODS OF FINANCING
Section 1. The revenue necessary to pursue the objective described in Articles VII and VIII shall be derived from contributions, grants, and from revenue producing activities entered into by the Foundation when required, approved, and conducted under the guidance and supervision of the Board of Trustees.
Section 2. In no event shall the U.S. government be liable for any indebtedness, obligations or other liabilities of the Foundation. The Trustees shall not be liable to the Foundation for monetary damages for breach of fiduciary duty as a trustee, provided that this provision shall not limit the liability of a Trustee (a) for any breach of the Trustee’s duty of loyalty to the Foundation; (b) for the Trustee’s acts or omissions not in good faith but which involve intentional misconduct or a knowing violation of law; and (c) for any transaction from which the Trustee derives an improper personal benefit. The Foundation shall carry general liability insurance coverage and any officer, Trustee or volunteer who performs services for the Foundation but does not receive compensation either directly or indirectly for those services shall not be liable for damages in a civil action for acts or omissions unless such conduct constitutes willful or wanton misconduct or intentional tortuous conduct, or the officer, Trustee or volunteer authorizes, approves, ratifies or otherwise actively participates in the action or omission and the action or omission constitutes willful or wanton misconduct or intentional tortuous conduct.
ARTICLE XII – AMENDMENTS OF THE ARTICLES OF INCORPORATION AND BYLAWS
Section 1. Amendments to the Articles of Incorporation must be approved by majority vote of the members of the Board of Trustees present and voting in a duly constituted regular or special meeting. Amendments to the Articles of Incorporation must also be approved by the installation commander or the installation commander’s designated representative.
Section 2. Amendments to the Bylaws must be approved by a majority vote of the Executive Committee present and voting in a duly constituted meeting. Amendments to the Bylaws must also be approved by the installation commander or the installation commander’s designated representative.
ARTICLE XIII – DISSOLUTION
Upon dissolution of the Foundation and after payment of all debts and satisfaction of all liabilities and obligations of the Foundation (or making adequate provision there for), any remaining assets of the Foundation shall be distributed to the College.
CGSC Foundation Conflict of Interest Policy
Adopted January 26, 2006
Article I. Purpose
The purpose of this conflict of interest policy is to protect the Command and General Staff College Foundation (the “Foundation”) when contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or trustee of the Foundation or might result in a possible excess benefit transaction. This policy is in addition to state and federal laws governing conflict of interest applicable to the Foundation.
Article II. Definitions
1. Interested Person
Any trustee, officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
2. Financial Interest
(a) A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
(i) An ownership or investment interest in any entity with which the Foundation has a transaction or arrangement,
(ii) A compensation arrangement with the Foundation or with any entity or individual with which the Foundation has a transaction or arrangement, or
(iii) A potential ownership or investment interest in, or a potential compensation arrangement with, any entity or individual with which the Foundation is negotiating a transaction or arrangement.
(b) Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
(c) A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Article III. Procedures
1. Duty to Disclose
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the trustees and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
2. Determining Whether a Conflict of Interest Exists
After disclosure of the financial interest and all material facts, and after any discussion with the interested person, the interested person shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
3. Procedures for Addressing the Conflict of Interest
(a) An interested person may make a presentation at the governing board or committee meeting, but after the presentation, the interested person shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
(b) The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
(c) After exercising due diligence, the governing board or committee shall determine whether the Foundation 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.
(d) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, then the governing board or committee shall determine by a majority vote of the disinterested trustees whether the transaction or arrangement is in the Foundation’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the determination, it shall make its decision as to whether to enter into the transaction or arrangement.
4. Violations of the Conflicts of Interest Policy
(a) If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
(b) If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate action, including any corrective action.
Article IV. Records of Proceedings
The minutes of the governing board and all committees with board delegated powers shall contain:
(a) The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
(b) The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussions, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Article V. Compensation
(a) A voting member of the governing board who receives compensation, directly or indirectly, from the Foundation for services is precluded from voting on matters pertaining to that member’s compensation.
(b) A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Foundation for services is precluded from voting on matters pertaining to that member’s compensation.
(c) No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Foundation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Article VI. Annual Statements
Each trustee, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
(a) Has received a copy of the conflicts of interest policy,
(b) Has read and understands the policy,
(c) Has agreed to comply with the policy, and
(d) Understands that the Foundation is charitable and, in order to maintain its federal tax exemption, it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Article VII. Periodic Reviews
To ensure that the Foundation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted no less frequently than annually. The periodic reviews shall, at a minimum, include the following subjects:
(a) Whether compensation and other arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
(b) Whether all business arrangements conform to the Foundation’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
Article VIII. Use of Outside Experts
When conducting the periodic reviews as provided for in Article VII, the Foundation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.