By-Laws of the Foundation for the Islands of Old Providence and Santa Catalina, Inc
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​​Article 1
Name and Purpose

          ​Section 1.1.  Name. The foundation shall be known as the Foundation for the Islands of Old Providence and Santa Catalina, Inc. (the “Foundation”) and may be abbreviated FIOPSC. 

          Section 1.2.  Purpose. The purpose of the Foundation is to work cooperatively with local, national and international public, private and charitable entities, and with local individuals and organizations to promote, fund, develop and implement programs and projects to benefit the islands and the residents of Old Providence (a/k/a Isla de Providencia) and Santa Catalina, Colombia, South America, including, but not limited to (a) providing education and training to promote the development of entrepreneurial skills and abilities, and for the improvement of health; (b) preserving and promoting the character, history and ecology of the islands; and (c) developing needed infrastructure and sustainable programs for the islands of Old Providence and Santa Catalina. Proposed educational programs will be registered for approval with appropriate governmental entities. To the extent legally allowed, the Foundation may hold title to or lease land and receive monetary donations to be used to promote the purposes of the Foundation.

 

Article 2
Membership

           Section 2.1.  Membership of the Board.  The members of the Board shall be those set forth on Exhibit A, attached.  Thereafter, additional members of the Board shall be nominated by and elected by members of the Board.  The Board may consist of up to thirty (30) persons who are committed to fulfilling the purpose of the Foundation through donations of financial resources and time.

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Article 3
​Officers and Administration

          Section 3.1.   Officers. There shall be a President, up to three (3) Vice-Presidents, a Treasurer and a Secretary of the Board.

          Section 3.2.  Other Officers. In addition to the Officers, the Board may create such other officers as the Board may from time to time deem appropriate.  If any such office shall become vacant, a new officer shall be chosen by the Board to serve for the remainder of the term.

        Section 3.3.  Terms of Office; Succession. Each member of the Board shall serve a three year term from January 1 to December 31 of the appropriate year. Officers and members of the Board may be re-elected without limitation of terms.
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        Section 3.4. Functions of Board. The Board shall have general supervision and control of the affairs of the Foundation subject to the provisions of the By-Laws of the Foundation. No later than three months prior to the end of the fiscal year, the Board shall adopt a budget for the next fiscal year. A long-term three year fiscal plan shall also be prepared and updated annually. The Board shall be responsible for developing a website for the Foundation and the information to publish thereon to promote transparency and public confidence.  Between meetings of the Board, the Officers shall have full authority to act for the Board, and shall report semi-annually on its activities through the President to the Board. 

         Section 3.4.1. Contributions. Board members are expected to contribute time and/or financial resources on an annual basis, including participating in six (6) or more meetings by telephone conference calls per year.

         Section 3.5.  Functions of President. The President shall have the duty and responsibility to advance the purposes of the  Foundation as set forth in Section 1.2, above, shall have general supervision and control of the affairs of the Foundation and full authority to act on behalf of the Board and of the Foundation  between meetings of the Board, subject to the provisions of the By-Laws of the Foundation. The President shall consult with and advise the Board concerning these actions and shall report on said actions at the next meeting of the Board.  The  President shall preside at all meetings of the Board and shall prepare and report at each meeting of the Board on the activities of the Foundation since the last preceding report.  The President shall also perform such other duties as may be assigned by the Board.
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         Section 3.6.  Functions of Vice-President(s). The Board shall designate one of the Vice-Presidents to act as President in the President’s absence. The Board shall determine the titles, duties and responsibilities for each Vice-President each of whom shall perform such duties and responsibilities as may be assigned by the President or the Board.
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         Section 3.7.  Functions of Treasurer. The Treasurer shall be the custodian of the Foundation’s funds, and the financial books and records of the Foundation.  The Treasurer shall submit a proposed budget for the next fiscal year to the Board. The Treasurer shall maintain records on the receipt, expenditure and balance of Foundation funds and assets, keep said records at the home or office of the Treasurer, and report on Foundation finances at each meeting of the Board. The Treasurer shall also perform such other duties as may be assigned by the President or the Board.

         Section 3.8.  Functions of Secretary. The Secretary shall be the custodian of the records of the Foundation and of the Board. The Secretary shall cause notices to be issued and shall keep records and minutes of the meetings of the Board. The Secretary shall also perform such other duties as may be assigned by the President or the Board. In the absence of the Secretary or the Assistant Secretary, if there be one, the President shall appoint an Acting Secretary.

         Section 3.9. Said corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to agents of the corporation for the purpose of operating projects and programs consistent with and in furtherance of the corporation’s purposes, and to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

 

Article 4
Standing and Other Committees

         Section 4.1.  Audit Committee. The Board shall appoint a standing Audit Committee of three (3) Board members.  the Audit Committee shall be responsible for oversight of the auditing of the financial records of the Foundation, including hiring, firing, and compensating auditors. The Treasurer and Secretary shall not be members of the Audit Committee, but shall cooperate fully by providing access to all Foundation and Board financial and other books and records and shall report to the Audit Committee at least annually on the financial condition of the Foundation. The outside auditor shall provide an annual audit report to the Audit Committee. The Treasurer shall provide a written response to any comments raised by the external auditor.

          Section 4.2.  Standing and Other Committees. The Board may appoint standing or other committees as it deems appropriate to promote and further the purposes of the Foundation and shall specify the duties and terms thereof.

 

Article 5
Meetings

         Section 5.1.  Board Meetings. The Board shall meet as determined by the President or by request of one-third of the members of the Board at times and places determined by the Board. It is expected that the Board will meet every other year in Old Providence, Colombia, and may meet at other locations as determined by the Board. The preferred dates for in-person Board meetings are in July, and between December 15 and January 31 of the following year.  All meetings of the Board shall be by written notice, sent to all Board members at least three months before the meeting, setting forth in general terms the purpose or purposes of the meeting.

         Section 5.2.  Quorum. Board members present at any such duly called meeting shall constitute a quorum for the transaction of business and all action of the Board shall be by majority vote of the members present.

        Section 5.2.1.  Conduct of Meetings.  Robert’s Rules of Order shall govern the proceedings of Board meetings. however, a vote of two-thirds of those present at the meeting may suspend the use of Robert’s rules. ​

           Section 5.3.  Action by Board Without Assembly.  Any standing or other committee of the Board may transact business remotely, which includes, by way of example and not limitation, telephone, Skype, mail, email, facsimile, zoom and other video conferencing, without the necessity of actual assembly, provided that a majority of the members of the Board consent to such action in writing.

Article 6
Foundation Funds

          Section 6.1.  Use of Foundation Funds. The funds of the Foundation may be used to the extent that the same is consistent with the purposes of the Foundation, as the same may be adopted and amended from time to time, and shall comply with all provisions of the United States Internal Revenue Code concerning private operating foundations including, but not limited to, sections 4941 through 4945 that require (a) the distribution of its income for each tax year so that the income is not subject to the tax on undistributed income, (b) not engaging in any act of self-dealing, (c) not retaining any excess business holdings, (d) not making any investment or expenditure in a manner that would subject it to tax under existing or future federal tax code.  Approved uses of Foundation funds may include: clerical, telephone, printing, mailing, the purchase of outside services, including the services of consultants, lecturers, research assistants, and other persons consistent with the purposes of the Foundation. The expense of Board members in attending Board, or standing or other committee meetings, including meals and travel, shall not be reimbursable out of Foundation funds.

         Section 6.2.  Custody and Expenditure of Foundation Funds. Foundation funds shall be deposited with and held by the Treasurer. The President may authorize the expenditure of Foundation funds for the following: duly noticed dinner meetings of the Board, or other committees for which the Foundation is to be reimbursed by members attending; and expenses of any amount that have been included in the Foundation’s budget as approved by the Board. Reimbursements to the President or Board members for personal or firm expenditures made on behalf of the Foundation in amounts under $300 must be approved by the President and another officer.  Expenses in excess of $300, other than as previously described, must be authorized by a vote of the Board.

         Section 6.3.  Fiscal Year.  The fiscal year of the Foundation shall end on December 31 of each year. 

 

Article 7
Miscellaneous

          Section 7.1.  By-Laws Effective Date. These By-Laws shall become effective upon adoption by the Board.

          Section 7.2.  Amendment of By-Laws. These By-Laws may be amended by majority vote of the Board at any Board meeting at which a quorum is present, provided written notice of the meeting and of the proposal to amend together with the text of the proposal has been mailed, faxed, or emailed to all Board members at least fourteen (14) days before the meeting, and the amendment shall be effective upon approval by the Board in accordance with the By-Laws of the Foundation.

        Section 7.2.1.  The President or Secretary shall send to each member of the Board a copy of each amendment to the By-Laws within ten (10) days after such amendment becomes effective by mail or by e-mail.