BYLAWS OF CORNWALL COLLEGE FOUNDATION
ARTICLE I NAME
1.01 Name
The name of the organization shall be Cornwall College Foundation (hereafter referred to as "the Foundation").
The business of the Foundation may be conducted as CCF.
ARTICLE II PURPOSES AND LEGAL POWERS
2.01 Purpose
The Cornwall College Foundation is a Florida non-profit organization and shall be operated exclusively for educational and charitable purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code. The Foundation's mission is to support the future development and enhancement of all aspects of student life at Cornwall College, Montego Bay, Jamaica, W.I., by working in close partnership with the school’s alumni, various chapters, and community and corporate partners.
2.02 Powers
The corporation shall have the power, directly or indirectly, alone or in conjunction or cooperation with others, to do any and all lawful acts which may be necessary or convenient to affect the charitable purposes, for which the corporation is organized, and to aid or assist other organizations or persons whose activities further accomplish, foster, or attain such purposes.
The Legal powers of the corporation may include, but not limited to, the acceptance of contributions and donations from the public and private sectors, whether financial or in-kind contributions.
2.03. Nonprofit Status and Exempt Activities Limitation
Nonprofit Legal Status
The Cornwall College Foundation is a State of Florida nonprofit, recognized as a tax exempt under Section 501©(3) of the United States Revenue Code.
Exempt Activities Limitation
3.01 No Membership Classes
The corporation shall have no membership class and no members who have any right to vote or title or interest in or to the corporation, its properties and franchises.
3.02 Non-Voting Affiliates
The governing body may approve classes of non-voting affiliates with rights, privileges, and obligations established by the Board. Affiliates may be individuals, businesses, and the other organizations that seek to support the mission of the corporation. The Board, a designated committee, or any duly elected officer in accordance with Board policy, shall have authority to admit any individual or organization as an affiliate, to recognize representatives of affiliates, and to make determinations as to affiliates’ rights, privileges, and obligations.
At no time shall affiliate information be shared with or sold to other organizations or groups without the affiliate’s consent. At the discretion of the Board, affiliates may be given endorsement, recognition and media coverage at fundraising activities, clinics, other events or at the corporation website. Affiliates have no voting rights and are not members of the corporation.
3.03 Dues
Any dues for affiliates shall be determined by resolutions and these bylaws.
ARTICLE IV BOARD OF DIRECTORS
4.01 Number of Directors
The Cornwall College Foundation shall have a Board of Directors consisting of at least 4 and no more than 15 directors. Within these limits, the Board may increase or decrease the number of directors serving on Board, including for the purpose of staggering the terms of directors.
4.02 Powers
All corporate legal powers shall be exercised by or under the authority of the Board and the affairs of the Cornwall College Foundation shall be managed under the direction of the Board, except as otherwise provided by law.
4.03 Terms
All directors shall be elected to serve a one-year term; however the term may be extended until a successor has been elected.
Director terms shall be staggered so that approximately half the number of directors will end their terms in any given year.
Directors may serve terms in succession.
The term of office shall be considered to begin January 1 and end December 31 of the same year in office unless the term is extended until such time as a successor has been elected.
4.04 Qualifications and Election of Directors
In order to be eligible to serve as a director, the individual must be 21 years of age and an affiliate within the affiliate classifications created by the Board. Directors may be elected at the annual Board meeting designated for this task by a majority vote. The election of directors to replace those who have fulfilled their term of office shall take place in January of each year.
4.05 Vacancies
The Board of directors may fill vacancies due to the expiration of a director’s term of office, resignation, death, or removal of a director for theft, fraud, misappropriation, extortion, criminal mischief or the Board may appoint new directors to fill a previously unfilled position by a majority vote, subject to the maximum number of directors under these Bylaws.
A director may be removed by two-thirds vote of the directors then in office, if:
Regular Meetings. The Board of directors shall have a minimum of four (4) regular meetings each calendar year at times and places fixed by the Board. These meetings shall be held upon (4) days’ notice by first class mail, electronic mail, or facsimile transmission or forty-eight (48) hours’ notice delivered personally or by telephone. If sent by mail, facsimile transmission, or electronic mail, the notice shall be deemed to be delivered upon its deposit in the mail or electronic mailbox. Notice of meetings shall specify the place, forum (Teams, WhatsApp, Zoom, etc.), date, and hour of meeting. The purpose of the meeting need not be specified
On a motion, a member must obtain the floor by being recognized by the chair. The motion made by the member must be seconded by another member before it can be considered. Before the motion is restated by the chair, any member can rise, without waiting to be recognized, and suggest a modification of the wording to clarify the motion. The maker of the motion can choose to accept or reject the modified wording (does not require a second). If the motion is in order, the chair will restate the motion and open debate (if the motion is debatable). The maker of a motion has the right to speak first in debate. Debate is closed when:
1. Discussion has ended, or
2. A majority vote closes the debate.
The chair may restate a motion, and if necessary clarifies the consequences of affirmative and negative votes. The chair calls for a vote. The votes are tallied by the Secretary and presented to the chair who announces the result.
4.09 Rules of Debate
No director may speak until recognized by the chair and all discussion must be relevant to the immediately pending question. No director may speak a second time until every member who wishes to be heard has had the opportunity to do so. No member can speak more than twice to each motion and no member can speak more than two (2) minutes. Directors must address all remarks to the chair and no cross debate is permitted.
It is not permissible to speak against one’s own motion (but one can vote against one’s own motion). More importantly, the debate must address issues not personalities – no one is permitted to make personal attacks or question the motives of other speakers. The presiding officer must relinquish the chair in order to participate in debate and cannot reassume the chair until the pending main question is disposed of. The Secretary shall let the floor alternate between those speaking in support and those speaking in opposition to the motion. In the event that a large number of people wish to speak to a motion, it is advisable for the Secretary to make a speakers’ list. Rules of debate can be changed by a two-thirds vote prior to the debate.
4.10 Compensation for Board Members
Directors shall receive no compensation for the execution of their duties as directors.
4.11 Compensation for Professional Services by Directors
Directors shall not be restricted from being renumerated for professional services provided to the corporation. Such renumeration shall be reasonable and fair to the corporation and must be reviewed and approved in accordance with the Conflict-of-Interest policy and state law.
ARTICLE V COMMITTEES
5.01 Committees.
The Board of directors may, buy the resolution adopted by a majority of the directors, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the Board. Any committee, to the extent provided in the resolution, shall have all the authority of the Board, except that no committee, regardless of resolution, may:
Meetings and action of the committees shall be governed by and in accordance with, the provisions of Article IV of these Bylaws concerning meetings of the directors, with such changes in context of those Bylaws as are necessary to substitute the committee and its members for the Board of directors and its members, except that the time for regular meetings of committees shall be determined either by resolution of the Board or by resolution of the committees. Special meetings of the committees may also be called by resolution. Notice of special meetings of committees shall also be given to any and all alternate members, who shall have the right to attend all meetings of the committees. Minutes shall be kept of each committee meeting and shall be filed with the corporate records. The governing body may adopt rules for the governing of the committee not inconsistent with the provision of these Bylaws.
5.03 Informal Action By The Board of Directors
Any action required or permitted to be taken by the Board of directors at a meeting may be taken without a meeting if consent in writing, setting forth the action to be so taken, shall be agreed by the consensus of a quorum. For purposes of this section, an email transmission from an email address on record constitutes a valid writing. The intent of this provision is to allow the Board to use email to approve actions, as long as a quorum gives consent.
ARTICLE VI OFFICERS
6.01 Board Officers
The officers of the corporation shall be a president, vice-president, secretary, and treasurer, all of whom shall be chosen by, and serve at the pleasure of, the Board of Directors. Each officer shall have the authority and shall perform the duties set forth in these Bylaws or by resolution of the Board or by direction of an officer authorized by the Board to prescribe the duties and authorities of other officers.
The Board may also appoint additional vice-presidents and such other officers as it deems expedient for the proper conduct of the business of the corporation, each of whom shall have such authority and shall perform such duties as the Board of directors may determine.
One person may hold two or more offices, but no officer may act in more than one capacity where action of two or more officers is required.
6.02 Term of Office
Each officer shall serve a one-year term of office and may not serve more than three (3) consecutive terms of office. Unless unanimously elected by the Board at the end of his three (3) year terms or to fill a vacancy in an office position, each officer’s term of office shall begin upon the adjournment of the Board meeting at which elected and shall end upon the adjournment of the meeting during which the successor is elected.
6.03 Removal and Resignation
The Board of Directors may remove an officer at any time, with or without cause. Any officer may resign at any given time by giving written notice to the corporation without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.
Any resignation shall take effect at the date of the receipt of the notice or at a later time specified in the notice, unless otherwise specified in the notice. The acceptance of the resignation shall not be necessary to make it effective.
· Facilitating Meetings: The president or chair usually presides over board meetings and ensures they are conducted efficiently and effectively.
· Casting Tie-Breaking Votes: The president or chair shall have the authority to cast a vote in case of a tie.
· Ensuring Fair Process: The president or chair ensures that all board members have the opportunity to express their opinions and that voting procedures are followed correctly.
· Non-Voting Role: The president or chair may abstain from voting to maintain impartiality, only voting when necessary to break a tie.
· Leadership and Guidance: The president or chair provides leadership and strategic guidance, helping to set the agenda for meetings and ensuring that the board's decisions align with the organization's mission and goals.
· Oversight and Accountability: Ensuring that the board's decisions are implemented and that the organization adheres to its bylaws and legal requirements.
The Secretary shall cause notice to be given to all meetings of directors and committee members as required by the Bylaws. The Secretary shall have such other powers and perform such other duties as may be prescribed by the Board or the President. The Secretary may appoint, with approval of the Board, a director to assist in performance of all or part of the duties of the Secretary.
In the absence or disability of the president and the vice-president, the Secretary shall temporarily perform the duties of the president. When so acting, the Secretary shall have all the legal powers of and be subject to all the restrictions upon the president. The Secretary shall have such other powers and perform such other duties prescribed by the bylaws and shall relinquish such powers immediately upon the return of the President or Vice President.
ARTICLE VII CONTRACTS, CHECKS, LOANS, INDEMNIFICATION
7.01 Contracts and Other Writings
Except as otherwise provided by resolution or policy of the Board, all contracts, deeds, leases, mortgages, grants and other agreement of the Foundation shall be executed on its behalf by the Treasurer or other persons to whom the Foundation has delegated authority to execute such documents in accordance with policies approved by the Board.
7.02 Checks, Drafts
All checks, drafts, or other orders for payment of money, notes, or other evidence of indebtedness issued in the name of the Foundation, shall be signed by such officer or officers, agent or agents, of the Foundation and in such manner as shall from time to time be determined by a resolution.
7.03 Deposits
All funds of the Foundation not otherwise employed shall be deposited from time to time to the credit of the Foundation in such banks, trust companies, or other depository as the governing body or a designated committee may select.
7.04 Loans
No loans shall be contracted on behalf of the Foundation and no evidence of indebtedness shall be issued in tis name unless authorized by resolution of the Board. Such authority may be general or confined to specific instances.
7.05 Indemnification
8.01 Books and Records
The Foundation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of all meetings of its Board, a record of all actions taken by the Board of directors without a meeting, and a record of all actions taken by committees of the Foundation. In addition, the Foundation shall keep a copy of the Foundation’s Articles of Incorporation and Bylaws as amended to date.
8.02 Fiscal Year
The fiscal year of the Foundation shall be from January 1 to December 31 of each calendar year.
8.03 Conflict of Interest
The Board shall adopt and periodically review a conflict-of-interest policy to protect the Foundation’s interest when it is contemplating any transaction or arrangement which may benefit any director, officer, employee, affiliate, or member of a committee with Board delegated powers.
8.04 Nondiscrimination Policy
The officers, committee members, employees, and persons served by this foundation shall be selected entirely on a nondiscriminatory basis with respect to age, sex, race, religion, national origin, and sexual orientation.
It is the policy of the Cornwall College Foundation not to discriminate on the basis of race, creed, ancestry, marital status, gender, sexual orientation, age, physical disability, veteran’s status, political service or affiliation, color religion, or national origin.
ARTICLE IX COUNTER-TERRORISM AND DULE DILIGENCE POLICY
In furtherance of its tax exemption by contributions to other organizations, domestic or foreign, Cornwall College Foundation shall stipulate how the funds will be used and shall require the recipient to provide the corporation with detail records and financial proof of how the funds were utilized.
Although adherence and compliance with the United Stated Department of the Treasury’s publication “Voluntary Best Practices for US Based Charities” is not mandatory, Cornwall College Foundation willfully and voluntarily recognizes and puts to practice these guidelines and suggestions to reduce, develop, re-evaluate and strengthen a risk-based approach to guard against the threat of diversion of charitable funds or exploitation of charitable activity by terrorist organizations and their support networks.
Cornwall College shall also comply and put into practice the federal guidelines, suggestion, laws and limitation set forth by pre-existing U.S. legal requirements related to combating terrorist financing, which include, but are not limited to, various sanctions programs administered by the Office of Foreign Assets Control (OFAC) in regard to its foreign activities.
ARTICLE X DOCUMENT RETENTION POLICY
10.01 Purpose
The purpose of this document retention policy is to establish standards for document integrity, retention, and destruction and to promote the proper treatment of Cornwall College Foundation records.
10.02 General Guidelines
Records should not be kept if they are no longer needed for the operation of the business or required by law. Unnecessary records should be eliminated from the files. The cost of maintaining records is an expense which can grow exponentially if good housekeeping is not performed.
A mass of records also makes it more difficult to find pertinent records. From time to time, CCF may establish retention or destruction policies or schedules for specific categories of records in order to ensure legal compliance, and also to accomplish other objectives, such as preserving intellectual property and cost management. Several categories of documents that warrant special consideration are identified below.
While minimum retention periods are established, the retention of the documents identified below and of documents not included in the identified categories should be determined primarily by the application of the general guidelines affecting document retention, as well as the exception for litigation relevant documents and any other pertinent factors.
10.03 – Exception for Litigation Relevant Documents
CCF expects all officers, and employees to comply fully with any published records retention or destruction policies and schedules, provided that all officers, and employees should note the following general exception to any stated destruction schedule: If you believe, or the CCF informs you, that corporate records are relevant to litigation, or potential litigation (i.e. a dispute that could result in litigation), then you must preserve those records until it is determined that the records are no longer needed. That exception supersedes any previously or subsequently established destruction schedule for those records.
10.04 Minimum Retention Periods for Specific Categories
(i) Corporate Documents
Corporate records include the corporation’s Articles of Incorporation, By-Laws and IRS Form 1023 and Application for Tax Exemption. Corporate records should be retained permanently. IRS regulations require that the Form 1023 be available for public inspection upon request as set forth in these bylaws.
(ii) Tax Records
Tax records include, but may not be limited to, documents concerning payroll, expenses, proof of contributions made by donors, accounting procedures, and other documents concerning the corporation’s revenues. Tax records should be retained for at least seven years from the date of filing the applicable return.
(iii) Board and Committee Materials
Meeting minutes should be retained in perpetuity in the corporation’s minute book. A clean copy of all other Board and Committee materials should be kept for no less than three years by the corporation.
(iv) Press Releases/Public Filings
The corporation should retain permanent copies of all press releases and publicly filed documents under the theory that the corporation should have its own copy to test the accuracy of any document a member of the public can theoretically produce against the corporation.
(v) Legal Files
Legal counsel should be consulted to determine the retention period of particular documents, but legal documents should generally be maintained for a period of ten years.
(vi) Marketing and Sales Documents
The corporation should keep final copies of marketing and sales documents for the same period of time it keeps other corporate files, generally three years. An exception to the three-year policy may be sales invoices, contracts, leases, licenses, and other legal documentation. These documents should be kept for at least three years beyond the life of the agreement.
(vii) Development/Intellectual Property and Trade Secrets
Development documents are often subject to intellectual property protection in their final form (e.g., patents and copyrights). The documents detailing the development process are often also of value to the corporation and are protected as a trade secret where the corporation derives independent economic value from the secrecy of the information; and has taken affirmative steps to keep the information confidential.
The corporation should keep all documents designated as containing trade secret information for at least the life of the trade secret.
(viii) Contracts
Final, execution copies of all contracts entered into by the corporation should be retained. The corporation should retain copies of the final contracts for at least three years beyond the life of the agreement, and longer in the case of publicly filed contracts.
(ix) Correspondence
Unless correspondence falls under another category listed elsewhere in this policy, correspondence should generally be saved for two years.
(x) Banking and Accounting
Accounts payable ledgers and schedules should be kept for seven years. Bank reconciliations, bank statements, deposit slips and checks (unless for important payments and purchases) should be kept for three years. Any inventories of products, materials, and supplies and any invoices should be kept for seven years.
(xi) Insurance
Expired insurance policies, insurance records, accident reports, claims, etc. should be kept permanently.
(xii) Audit Records
External audit reports should be kept permanently. Internal audit reports should be kept for three years.
(xiii) Electronic Mail
E-mail that needs to be saved should be either:
printed in hard copy and kept in the appropriate file; or downloaded to a computer file and kept electronically or on disk as a separate file. The retention period depends upon the subject matter of the e-mail, as covered elsewhere in this policy.
ARTICLE XI
TRANSPARENCY AND ACCOUNTABILITY DISCLOSURE OF FINANCIAL INFORMATION WITH THE GENERAL PUBLIC
11.01 Purpose
By making full and accurate information about its mission, activities, finances, and governance publicly available, CCF practices and encourages transparency and accountability to the general public. This policy will:
CCOBANY shall provide its Internal Revenue forms 990, 990-T, 1023 and 5227, bylaws, conflict of interest policy, and financial statements to the general public for inspection free of charge.
11.03 Means and Conditions of Disclosure
CCF shall make “Widely Available” the aforementioned documents on its internet website: CornwallcollegeFoundation.org which can be viewed and inspected by the general public.
CCOBANY shall submit Form 990 to its governing body prior to the filing of the Form 990. While neither the approval of the Form 990 or a review of the 990 is required under Federal law, the corporation’s Form 990 shall be submitted to each member of the governing body via (hard copy or email) at least 10 days before the Form 990 is filed with the IRS.
11.05 Board
All deliberations shall be open to the public except where a motion is passed to make any specific portion confidential.
All Board minutes shall be open to the public once accepted by the Board, except where a motion is passed to make any specific portion confidential.
All papers and materials considered by the governing body shall be open to the public following the meeting at which they are considered, except where a motion is passed to make any specific paper or material confidential.
11.06 Donor Records
All donor records shall be available for consultation by the members and donors concerned or by their legal representatives.
No donor records shall be made available to any other person outside the corporation except the authorized governmental agencies.
Within the corporation, donor records shall be made available only to those persons with managerial or personnel responsibilities for dealing with those donors, except that donor records shall be made available to the Board when requested.
ARTICLE XII CODES OF ETHICS AND WHISTLE-BLOWER POLICY
12.01 Purpose
CCF requires and encourages members and officers to observe and practice high standards of business and personal ethics in the conduct of their duties and responsibilities. The officers and representatives of the corporation must practice honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and regulations.
It is the intent of CCF to adhere to all laws and regulations that apply to the corporation and the underlying purpose of this policy is to support the corporation’s goal of legal compliance. The support of all Board members is necessary to achieving compliance with various laws and regulations.
12.02 Reporting Violations
If any officer or member reasonably believes that some policy, practice, or activity of CCF in violation of a specific law, a written complaint must be filed by that person with the vice president or the president with copy to the Secretary.
12.03 Acting in Good Faith
Anyone filing a complaint concerning a violation or suspected violation must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false shall be subject to civil and criminal review.
12.04 Retaliation
A person filing a complaint of alleged unlawful activity, policy, or practice with the Foundation must provide the Board with a reasonable opportunity to investigate and correct the alleged unlawful activity.
The protection described below is only available to individuals that comply with this requirement. The Foundation shall not retaliate against any officer or member who in good faith, has made a protest or raised a complaint against some practice of CCF or of another individual or entity with whom CCF has a business relationship, on the basis of a reasonable belief that the practice is in violation of law, or a clear mandate of public policy.
The Foundation shall not retaliate against any officer or member who disclose or threaten to disclose to a public body, any activity, policy, or practice of CCF that the individual reasonably believes is in violation of a law, or a rule, or regulation mandated pursuant to law or is in violation of a clear mandate of public policy concerning the health, safety, welfare, or protection of the environment.
12.05 Confidentiality
Violations or suspected violations may be submitted on a confidential basis by the complainant or may be submitted anonymously. Reports of violations or suspected violations shall be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.
12.06 Handling of Reported Violations
The President or Vice President shall notify the sender and acknowledge receipt of the reported violation or suspected violation within five (5) business days. All reports shall be promptly investigated by the Board and its appointed committee and appropriate corrective action shall be taken, if warranted, by the investigation.
This policy shall be made available to all directors, officers, or membership through these bylaws, and they shall have the opportunity to ask questions about the policy.
ARTICLE XIII AMENDMENTS OF BYLAWS & ARTICLES OF INCORPORATION
13.01 Amendments to the Articles of Incorporation
Any amendment to the Articles of Incorporation may be adopted by approval of two-thirds (2/3) votes of the Board.
13.02 Amendments to the Bylaws
These Bylaws may be amended, altered, repealed, or restated by a two-thirds (2/3) vote of the Board of Directors then in office at a regular or special meeting, provided that written notice of the proposed amendment is given to each director at least [number] days prior to the meeting of the Board, provided, however,
Any proposed amendments to these Bylaws recommended by any director must be voted on and pass by a two-third majority vote by the Board prior to circulation to the general membership by the Secretary, via electronic or other mailing method for consideration, within two (2) days after a vote is taken. The Board shall then schedule a meeting within thirty (30) days for the specific purposes for floor debate and ratification.
Amendment(s) must be adopted by a two-thirds majority of the voting members present at the meeting specifically held for that purpose.
ARTICLE XIV DISSOLUTION
14.01 Dissolution
Upon dissolution of the Foundation, any remaining assets and resources lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section 501 (C)(3) of the 1986 Internal Revenue Code (or described in any corresponding provision of any successor statute) which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving corporation.
The organization to receive the assets of the Cornwall College Foundation hereunder shall be in the discretion of a majority of the managing body of the corporation, and if its members cannot so agree, then the recipient organization shall be selected pursuant to a verified petition in equity filed in a court of proper jurisdiction against the Cornwall College Foundation, by one (1) or more of its managing body which verified petition shall contain such statements as reasonably indicate the applicability of this section. The court upon a finding that this section is applicable shall select the qualifying organization or organizations to receive the assets and resources to be distributed, giving preference if practicable to organizations located within the State of Florida.
In the event that the court shall find that this section is applicable but that there is no qualifying organization known to it which has a charitable purpose, which, at least generally, includes a purpose similar to the Cornwall College Foundation, then the court shall direct the distribution of its assets lawfully available for distribution of the Treasurer of the State of Florida to be added to the general fund.
CERTIFICATE OF ADOPTION OF BYLAWS
I do hereby certify that the above stated Bylaws of Cornwall College Foundation were approved by the Cornwall College Foundation Board of Directors on August ____, 2024 and constitute a complete copy of the Bylaws of the corporation.
___________________
Secretary
Date: August 17, 2025
ARTICLE I NAME
1.01 Name
The name of the organization shall be Cornwall College Foundation (hereafter referred to as "the Foundation").
The business of the Foundation may be conducted as CCF.
ARTICLE II PURPOSES AND LEGAL POWERS
2.01 Purpose
The Cornwall College Foundation is a Florida non-profit organization and shall be operated exclusively for educational and charitable purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code. The Foundation's mission is to support the future development and enhancement of all aspects of student life at Cornwall College, Montego Bay, Jamaica, W.I., by working in close partnership with the school’s alumni, various chapters, and community and corporate partners.
2.02 Powers
The corporation shall have the power, directly or indirectly, alone or in conjunction or cooperation with others, to do any and all lawful acts which may be necessary or convenient to affect the charitable purposes, for which the corporation is organized, and to aid or assist other organizations or persons whose activities further accomplish, foster, or attain such purposes.
The Legal powers of the corporation may include, but not limited to, the acceptance of contributions and donations from the public and private sectors, whether financial or in-kind contributions.
2.03. Nonprofit Status and Exempt Activities Limitation
Nonprofit Legal Status
The Cornwall College Foundation is a State of Florida nonprofit, recognized as a tax exempt under Section 501©(3) of the United States Revenue Code.
Exempt Activities Limitation
- Notwithstanding any other provision of these Bylaws, no director, officer, employee, member or representative of this organization shall take any action or carry on any activity by and behalf of the corporation not permitted to be taken or carried on by an organization exempt under Section 501(s)(3) of the Internal Revenue Code as it now exists or may be amended.
- No part of the net earnings of the corporation shall inure to the benefit or to be distributable to any director, officer, member, or other private person, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth inn the Articles of Incorporation and these Bylaws.
3.01 No Membership Classes
The corporation shall have no membership class and no members who have any right to vote or title or interest in or to the corporation, its properties and franchises.
3.02 Non-Voting Affiliates
The governing body may approve classes of non-voting affiliates with rights, privileges, and obligations established by the Board. Affiliates may be individuals, businesses, and the other organizations that seek to support the mission of the corporation. The Board, a designated committee, or any duly elected officer in accordance with Board policy, shall have authority to admit any individual or organization as an affiliate, to recognize representatives of affiliates, and to make determinations as to affiliates’ rights, privileges, and obligations.
At no time shall affiliate information be shared with or sold to other organizations or groups without the affiliate’s consent. At the discretion of the Board, affiliates may be given endorsement, recognition and media coverage at fundraising activities, clinics, other events or at the corporation website. Affiliates have no voting rights and are not members of the corporation.
3.03 Dues
Any dues for affiliates shall be determined by resolutions and these bylaws.
ARTICLE IV BOARD OF DIRECTORS
4.01 Number of Directors
The Cornwall College Foundation shall have a Board of Directors consisting of at least 4 and no more than 15 directors. Within these limits, the Board may increase or decrease the number of directors serving on Board, including for the purpose of staggering the terms of directors.
4.02 Powers
All corporate legal powers shall be exercised by or under the authority of the Board and the affairs of the Cornwall College Foundation shall be managed under the direction of the Board, except as otherwise provided by law.
4.03 Terms
All directors shall be elected to serve a one-year term; however the term may be extended until a successor has been elected.
Director terms shall be staggered so that approximately half the number of directors will end their terms in any given year.
Directors may serve terms in succession.
The term of office shall be considered to begin January 1 and end December 31 of the same year in office unless the term is extended until such time as a successor has been elected.
4.04 Qualifications and Election of Directors
In order to be eligible to serve as a director, the individual must be 21 years of age and an affiliate within the affiliate classifications created by the Board. Directors may be elected at the annual Board meeting designated for this task by a majority vote. The election of directors to replace those who have fulfilled their term of office shall take place in January of each year.
4.05 Vacancies
The Board of directors may fill vacancies due to the expiration of a director’s term of office, resignation, death, or removal of a director for theft, fraud, misappropriation, extortion, criminal mischief or the Board may appoint new directors to fill a previously unfilled position by a majority vote, subject to the maximum number of directors under these Bylaws.
- Unexpected Vacancies
- Vacancies due to resignation, death, or removal shall be filled by the Board members for the balance of the term of the director being replaced.
A director may be removed by two-thirds vote of the directors then in office, if:
- The director is absent and excused from two or more Board meetings in a twelve-month period. The president is empowered to excuse directors from attendance for a reason deemed adequate by the president. The president shall not have the power to excuse himself from the Board meeting attendance and in that case, the vice-president shall excuse the president. Or:
- for cause or no cause, if before any meeting of the members at which a vote on removal will be made, the director in question is given electronic or written notification of the Board’s intention to discuss his case and is given the opportunity to be heard at an impromptu meeting scheduled within 5 days or at the next Board meeting.
Regular Meetings. The Board of directors shall have a minimum of four (4) regular meetings each calendar year at times and places fixed by the Board. These meetings shall be held upon (4) days’ notice by first class mail, electronic mail, or facsimile transmission or forty-eight (48) hours’ notice delivered personally or by telephone. If sent by mail, facsimile transmission, or electronic mail, the notice shall be deemed to be delivered upon its deposit in the mail or electronic mailbox. Notice of meetings shall specify the place, forum (Teams, WhatsApp, Zoom, etc.), date, and hour of meeting. The purpose of the meeting need not be specified
- Special Meetings. Special meetings may be called by the president, vice president, secretary, or any two (2) other directors. A special meeting must be preceded by at least 2 days’ notice of each director of the date, time, and place, but not the purpose of the meeting.
- Waiver of Notice. Any director may waive notice of any meeting, in accordance with Florida Law.
- Quorum. A majority of the directors in attendance immediately before a meeting shall constitute a quorum for the transaction of business at that meeting. No business shall be considered by the Board at any meeting at which a quorum is not present,
- Voting. Do a roll call board vote. The Secretary shall read through the roll, and each board member will cast their vote aloud. Each individual’s vote should be written alongside their name. Each board member has one vote on any matter presented to the board. This includes the presiding chair. The Presiding Chair shall vote last in order to avoid unduly influencing a vote and/or to break a tie or abstain from voting to retain impartiality.
- Majority Vote. Except as otherwise required by law or by the articles of incorporation, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.
- Hung Decisions. In the event that directors are unable to make a decision based on a tied number of votes, the President or the Presiding Chair, in the order of presence, shall have the power to swing the vote based on his discretion. However, the president or presiding chair may also abstain from voting to maintain impartiality, only voting when necessary to break a tie.
- Voting Results. The Secretary shall clearly state how many votes were in favor and against the motion and whether the motion passed or failed. The voting results must be announced by the number of “YES”, “NO” or “Abstain” votes. The Secretary shall state either “The motion passed”, “The motion passed as amended,” or, “The motion passed unanimously” (where appropriate).
- Participation. Except as required otherwise by law, the Articles of Incorporation, or these Bylaws, directors may participate in a none in-person regular or special meeting through the use of electronic communication by which all directors participating may simultaneously hear each other during the meeting, including internet video, Zoom meeting or by telephonic conference call.
- Motion
On a motion, a member must obtain the floor by being recognized by the chair. The motion made by the member must be seconded by another member before it can be considered. Before the motion is restated by the chair, any member can rise, without waiting to be recognized, and suggest a modification of the wording to clarify the motion. The maker of the motion can choose to accept or reject the modified wording (does not require a second). If the motion is in order, the chair will restate the motion and open debate (if the motion is debatable). The maker of a motion has the right to speak first in debate. Debate is closed when:
1. Discussion has ended, or
2. A majority vote closes the debate.
The chair may restate a motion, and if necessary clarifies the consequences of affirmative and negative votes. The chair calls for a vote. The votes are tallied by the Secretary and presented to the chair who announces the result.
4.09 Rules of Debate
No director may speak until recognized by the chair and all discussion must be relevant to the immediately pending question. No director may speak a second time until every member who wishes to be heard has had the opportunity to do so. No member can speak more than twice to each motion and no member can speak more than two (2) minutes. Directors must address all remarks to the chair and no cross debate is permitted.
It is not permissible to speak against one’s own motion (but one can vote against one’s own motion). More importantly, the debate must address issues not personalities – no one is permitted to make personal attacks or question the motives of other speakers. The presiding officer must relinquish the chair in order to participate in debate and cannot reassume the chair until the pending main question is disposed of. The Secretary shall let the floor alternate between those speaking in support and those speaking in opposition to the motion. In the event that a large number of people wish to speak to a motion, it is advisable for the Secretary to make a speakers’ list. Rules of debate can be changed by a two-thirds vote prior to the debate.
4.10 Compensation for Board Members
Directors shall receive no compensation for the execution of their duties as directors.
4.11 Compensation for Professional Services by Directors
Directors shall not be restricted from being renumerated for professional services provided to the corporation. Such renumeration shall be reasonable and fair to the corporation and must be reviewed and approved in accordance with the Conflict-of-Interest policy and state law.
ARTICLE V COMMITTEES
5.01 Committees.
The Board of directors may, buy the resolution adopted by a majority of the directors, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the Board. Any committee, to the extent provided in the resolution, shall have all the authority of the Board, except that no committee, regardless of resolution, may:
- Take any final action on matters which also requires Board members’ approval or approval of a majority of all members;
- Fill vacancies on the Board of directors or in any committee which has the authority of the Board;
- Amend or repeal Bylaws or adopt new Bylaws;
- Amend or repeal any resolution which by its express terms is not so amendable or repealable;
- Appoint any other committees or the members of these committees;
- Expend corporate funds to support a nominee for director; or
- Approve any transaction (i) to which the corporation is a party and one or more directors have a material financial interest; or (ii) between the corporation and one or more of its directors or between the corporation or any person in which one or more of its directors have a material financial interest.
Meetings and action of the committees shall be governed by and in accordance with, the provisions of Article IV of these Bylaws concerning meetings of the directors, with such changes in context of those Bylaws as are necessary to substitute the committee and its members for the Board of directors and its members, except that the time for regular meetings of committees shall be determined either by resolution of the Board or by resolution of the committees. Special meetings of the committees may also be called by resolution. Notice of special meetings of committees shall also be given to any and all alternate members, who shall have the right to attend all meetings of the committees. Minutes shall be kept of each committee meeting and shall be filed with the corporate records. The governing body may adopt rules for the governing of the committee not inconsistent with the provision of these Bylaws.
5.03 Informal Action By The Board of Directors
Any action required or permitted to be taken by the Board of directors at a meeting may be taken without a meeting if consent in writing, setting forth the action to be so taken, shall be agreed by the consensus of a quorum. For purposes of this section, an email transmission from an email address on record constitutes a valid writing. The intent of this provision is to allow the Board to use email to approve actions, as long as a quorum gives consent.
ARTICLE VI OFFICERS
6.01 Board Officers
The officers of the corporation shall be a president, vice-president, secretary, and treasurer, all of whom shall be chosen by, and serve at the pleasure of, the Board of Directors. Each officer shall have the authority and shall perform the duties set forth in these Bylaws or by resolution of the Board or by direction of an officer authorized by the Board to prescribe the duties and authorities of other officers.
The Board may also appoint additional vice-presidents and such other officers as it deems expedient for the proper conduct of the business of the corporation, each of whom shall have such authority and shall perform such duties as the Board of directors may determine.
One person may hold two or more offices, but no officer may act in more than one capacity where action of two or more officers is required.
6.02 Term of Office
Each officer shall serve a one-year term of office and may not serve more than three (3) consecutive terms of office. Unless unanimously elected by the Board at the end of his three (3) year terms or to fill a vacancy in an office position, each officer’s term of office shall begin upon the adjournment of the Board meeting at which elected and shall end upon the adjournment of the meeting during which the successor is elected.
6.03 Removal and Resignation
The Board of Directors may remove an officer at any time, with or without cause. Any officer may resign at any given time by giving written notice to the corporation without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.
Any resignation shall take effect at the date of the receipt of the notice or at a later time specified in the notice, unless otherwise specified in the notice. The acceptance of the resignation shall not be necessary to make it effective.
- President
· Facilitating Meetings: The president or chair usually presides over board meetings and ensures they are conducted efficiently and effectively.
· Casting Tie-Breaking Votes: The president or chair shall have the authority to cast a vote in case of a tie.
· Ensuring Fair Process: The president or chair ensures that all board members have the opportunity to express their opinions and that voting procedures are followed correctly.
· Non-Voting Role: The president or chair may abstain from voting to maintain impartiality, only voting when necessary to break a tie.
· Leadership and Guidance: The president or chair provides leadership and strategic guidance, helping to set the agenda for meetings and ensuring that the board's decisions align with the organization's mission and goals.
· Oversight and Accountability: Ensuring that the board's decisions are implemented and that the organization adheres to its bylaws and legal requirements.
- Vice President
- Secretary
The Secretary shall cause notice to be given to all meetings of directors and committee members as required by the Bylaws. The Secretary shall have such other powers and perform such other duties as may be prescribed by the Board or the President. The Secretary may appoint, with approval of the Board, a director to assist in performance of all or part of the duties of the Secretary.
In the absence or disability of the president and the vice-president, the Secretary shall temporarily perform the duties of the president. When so acting, the Secretary shall have all the legal powers of and be subject to all the restrictions upon the president. The Secretary shall have such other powers and perform such other duties prescribed by the bylaws and shall relinquish such powers immediately upon the return of the President or Vice President.
- Treasurer
- The Treasurer shall be the lead director for oversight of the financial condition and affairs of the Foundation. The Treasurer shall oversee and keep the governing body informed of the financial condition of the Foundation and of audit or financial review results. In conjunction with other directors or officers, the Treasurer shall oversee budget preparation and shall ensure that appropriate financial reports, including an account of major transactions and the financial condition of the Foundation, are made available to the Board on a timely basis or as may be required by the Board. The duties of the Treasurer shall also include (i) the alignment of the organization’s mission with the operational budget, (ii) planning for the organization’s financial future, (iii) define and follow statutory and regulatory financial deadlines and responsibilities; and (iv) Safeguard the organization’s assets, data, and sensitive information.
- The Treasurer shall perform all duties properly required by the Board or the President. The Treasurer may appoint, with the approval of the Board, a qualified fiscal agent or member of the staff to assist in the performance of all or part of the duties of the Treasurer.
- The Treasurer shall perform all duties properly required by the board or the president and shall provide a financial summary of the Association’s assets, liabilities and disbursements at the monthly membership meetings. The Treasurer may appoint, with approval of the board a qualified fiscal agent, financial secretary or member of the staff to assist in performance of all or part of the duties of the treasurer.
- Non-Director Officers
ARTICLE VII CONTRACTS, CHECKS, LOANS, INDEMNIFICATION
7.01 Contracts and Other Writings
Except as otherwise provided by resolution or policy of the Board, all contracts, deeds, leases, mortgages, grants and other agreement of the Foundation shall be executed on its behalf by the Treasurer or other persons to whom the Foundation has delegated authority to execute such documents in accordance with policies approved by the Board.
7.02 Checks, Drafts
All checks, drafts, or other orders for payment of money, notes, or other evidence of indebtedness issued in the name of the Foundation, shall be signed by such officer or officers, agent or agents, of the Foundation and in such manner as shall from time to time be determined by a resolution.
7.03 Deposits
All funds of the Foundation not otherwise employed shall be deposited from time to time to the credit of the Foundation in such banks, trust companies, or other depository as the governing body or a designated committee may select.
7.04 Loans
No loans shall be contracted on behalf of the Foundation and no evidence of indebtedness shall be issued in tis name unless authorized by resolution of the Board. Such authority may be general or confined to specific instances.
7.05 Indemnification
- Mandatory Indemnification. The Foundation shall indemnify a director or former director, was wholly successful, on the merits or otherwise, in the defense of a proceeding to which he was a party because he is or was a director of the Foundation against reasonable expenses incurred by him in connection with the proceedings.
- Permissible Indemnification. The Foundation shall indemnify a director or former director made a party to a proceeding because he is or was a director of the Foundation, against liability incurred in the proceeding, if the determination to indemnify him has been made in a manner prescribed by law and payment has been authorized in the manner prescribed by law.
- Advance for Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Foundation in advance of the final disposition of such action, suit or proceeding, as authorized by the Board in the specific case, upon receipt of (i) a written affirmation from the director, officer employee or agent of his good faith belief that he is entitled to indemnification as authorized in this article, and (ii) an undertaking by or on behalf of the director, officer, or agent to repay such amount, unless it shall ultimately be determined that he is entitled to be indemnified by the Foundation in these Bylaws.
- Indemnification of Officers, Agents and Employees. An officer of the Foundation who is not a director is entitled to mandatory indemnification under this article to the same extent as a director. The Foundation may also indemnify and advance expenses to an employee or agent of the Foundation who is not a director, consistent with Florida Law and public policy, provided that such indemnification, and the scope of such indemnification, is set forth by the general or specific action of the Board or by contract.
8.01 Books and Records
The Foundation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of all meetings of its Board, a record of all actions taken by the Board of directors without a meeting, and a record of all actions taken by committees of the Foundation. In addition, the Foundation shall keep a copy of the Foundation’s Articles of Incorporation and Bylaws as amended to date.
8.02 Fiscal Year
The fiscal year of the Foundation shall be from January 1 to December 31 of each calendar year.
8.03 Conflict of Interest
The Board shall adopt and periodically review a conflict-of-interest policy to protect the Foundation’s interest when it is contemplating any transaction or arrangement which may benefit any director, officer, employee, affiliate, or member of a committee with Board delegated powers.
8.04 Nondiscrimination Policy
The officers, committee members, employees, and persons served by this foundation shall be selected entirely on a nondiscriminatory basis with respect to age, sex, race, religion, national origin, and sexual orientation.
It is the policy of the Cornwall College Foundation not to discriminate on the basis of race, creed, ancestry, marital status, gender, sexual orientation, age, physical disability, veteran’s status, political service or affiliation, color religion, or national origin.
ARTICLE IX COUNTER-TERRORISM AND DULE DILIGENCE POLICY
In furtherance of its tax exemption by contributions to other organizations, domestic or foreign, Cornwall College Foundation shall stipulate how the funds will be used and shall require the recipient to provide the corporation with detail records and financial proof of how the funds were utilized.
Although adherence and compliance with the United Stated Department of the Treasury’s publication “Voluntary Best Practices for US Based Charities” is not mandatory, Cornwall College Foundation willfully and voluntarily recognizes and puts to practice these guidelines and suggestions to reduce, develop, re-evaluate and strengthen a risk-based approach to guard against the threat of diversion of charitable funds or exploitation of charitable activity by terrorist organizations and their support networks.
Cornwall College shall also comply and put into practice the federal guidelines, suggestion, laws and limitation set forth by pre-existing U.S. legal requirements related to combating terrorist financing, which include, but are not limited to, various sanctions programs administered by the Office of Foreign Assets Control (OFAC) in regard to its foreign activities.
ARTICLE X DOCUMENT RETENTION POLICY
10.01 Purpose
The purpose of this document retention policy is to establish standards for document integrity, retention, and destruction and to promote the proper treatment of Cornwall College Foundation records.
10.02 General Guidelines
Records should not be kept if they are no longer needed for the operation of the business or required by law. Unnecessary records should be eliminated from the files. The cost of maintaining records is an expense which can grow exponentially if good housekeeping is not performed.
A mass of records also makes it more difficult to find pertinent records. From time to time, CCF may establish retention or destruction policies or schedules for specific categories of records in order to ensure legal compliance, and also to accomplish other objectives, such as preserving intellectual property and cost management. Several categories of documents that warrant special consideration are identified below.
While minimum retention periods are established, the retention of the documents identified below and of documents not included in the identified categories should be determined primarily by the application of the general guidelines affecting document retention, as well as the exception for litigation relevant documents and any other pertinent factors.
10.03 – Exception for Litigation Relevant Documents
CCF expects all officers, and employees to comply fully with any published records retention or destruction policies and schedules, provided that all officers, and employees should note the following general exception to any stated destruction schedule: If you believe, or the CCF informs you, that corporate records are relevant to litigation, or potential litigation (i.e. a dispute that could result in litigation), then you must preserve those records until it is determined that the records are no longer needed. That exception supersedes any previously or subsequently established destruction schedule for those records.
10.04 Minimum Retention Periods for Specific Categories
(i) Corporate Documents
Corporate records include the corporation’s Articles of Incorporation, By-Laws and IRS Form 1023 and Application for Tax Exemption. Corporate records should be retained permanently. IRS regulations require that the Form 1023 be available for public inspection upon request as set forth in these bylaws.
(ii) Tax Records
Tax records include, but may not be limited to, documents concerning payroll, expenses, proof of contributions made by donors, accounting procedures, and other documents concerning the corporation’s revenues. Tax records should be retained for at least seven years from the date of filing the applicable return.
(iii) Board and Committee Materials
Meeting minutes should be retained in perpetuity in the corporation’s minute book. A clean copy of all other Board and Committee materials should be kept for no less than three years by the corporation.
(iv) Press Releases/Public Filings
The corporation should retain permanent copies of all press releases and publicly filed documents under the theory that the corporation should have its own copy to test the accuracy of any document a member of the public can theoretically produce against the corporation.
(v) Legal Files
Legal counsel should be consulted to determine the retention period of particular documents, but legal documents should generally be maintained for a period of ten years.
(vi) Marketing and Sales Documents
The corporation should keep final copies of marketing and sales documents for the same period of time it keeps other corporate files, generally three years. An exception to the three-year policy may be sales invoices, contracts, leases, licenses, and other legal documentation. These documents should be kept for at least three years beyond the life of the agreement.
(vii) Development/Intellectual Property and Trade Secrets
Development documents are often subject to intellectual property protection in their final form (e.g., patents and copyrights). The documents detailing the development process are often also of value to the corporation and are protected as a trade secret where the corporation derives independent economic value from the secrecy of the information; and has taken affirmative steps to keep the information confidential.
The corporation should keep all documents designated as containing trade secret information for at least the life of the trade secret.
(viii) Contracts
Final, execution copies of all contracts entered into by the corporation should be retained. The corporation should retain copies of the final contracts for at least three years beyond the life of the agreement, and longer in the case of publicly filed contracts.
(ix) Correspondence
Unless correspondence falls under another category listed elsewhere in this policy, correspondence should generally be saved for two years.
(x) Banking and Accounting
Accounts payable ledgers and schedules should be kept for seven years. Bank reconciliations, bank statements, deposit slips and checks (unless for important payments and purchases) should be kept for three years. Any inventories of products, materials, and supplies and any invoices should be kept for seven years.
(xi) Insurance
Expired insurance policies, insurance records, accident reports, claims, etc. should be kept permanently.
(xii) Audit Records
External audit reports should be kept permanently. Internal audit reports should be kept for three years.
(xiii) Electronic Mail
E-mail that needs to be saved should be either:
printed in hard copy and kept in the appropriate file; or downloaded to a computer file and kept electronically or on disk as a separate file. The retention period depends upon the subject matter of the e-mail, as covered elsewhere in this policy.
ARTICLE XI
TRANSPARENCY AND ACCOUNTABILITY DISCLOSURE OF FINANCIAL INFORMATION WITH THE GENERAL PUBLIC
11.01 Purpose
By making full and accurate information about its mission, activities, finances, and governance publicly available, CCF practices and encourages transparency and accountability to the general public. This policy will:
- indicate which documents and materials produced by the corporation are presumptively open to staff and/or the public
- indicate which documents and materials produced by the corporation are presumptively closed to staff and/or the public
- specify the procedures whereby the open/closed status of documents and materials can be altered.
CCOBANY shall provide its Internal Revenue forms 990, 990-T, 1023 and 5227, bylaws, conflict of interest policy, and financial statements to the general public for inspection free of charge.
11.03 Means and Conditions of Disclosure
CCF shall make “Widely Available” the aforementioned documents on its internet website: CornwallcollegeFoundation.org which can be viewed and inspected by the general public.
- The documents shall be posted in a format that allows an individual using the Internet to access, download, view and print them in a manner that exactly reproduces the image of the original document filed with the IRS (except information exempt from public disclosure requirements, such as contributor lists).
- The website shall clearly inform readers that the document is available and provide instructions for downloading it.
- CCF shall not charge a fee for downloading the information. Documents shall not be posted in a format that would require special computer hardware or software (other than software readily available to the public free of charge).
- CCF shall inform anyone requesting the information where this information can be found, including the web address. This information must be provided immediately for in-person requests and within 7 days for mailed requests and 1 day for electronic requests.
CCOBANY shall submit Form 990 to its governing body prior to the filing of the Form 990. While neither the approval of the Form 990 or a review of the 990 is required under Federal law, the corporation’s Form 990 shall be submitted to each member of the governing body via (hard copy or email) at least 10 days before the Form 990 is filed with the IRS.
11.05 Board
All deliberations shall be open to the public except where a motion is passed to make any specific portion confidential.
All Board minutes shall be open to the public once accepted by the Board, except where a motion is passed to make any specific portion confidential.
All papers and materials considered by the governing body shall be open to the public following the meeting at which they are considered, except where a motion is passed to make any specific paper or material confidential.
11.06 Donor Records
All donor records shall be available for consultation by the members and donors concerned or by their legal representatives.
No donor records shall be made available to any other person outside the corporation except the authorized governmental agencies.
Within the corporation, donor records shall be made available only to those persons with managerial or personnel responsibilities for dealing with those donors, except that donor records shall be made available to the Board when requested.
ARTICLE XII CODES OF ETHICS AND WHISTLE-BLOWER POLICY
12.01 Purpose
CCF requires and encourages members and officers to observe and practice high standards of business and personal ethics in the conduct of their duties and responsibilities. The officers and representatives of the corporation must practice honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and regulations.
It is the intent of CCF to adhere to all laws and regulations that apply to the corporation and the underlying purpose of this policy is to support the corporation’s goal of legal compliance. The support of all Board members is necessary to achieving compliance with various laws and regulations.
12.02 Reporting Violations
If any officer or member reasonably believes that some policy, practice, or activity of CCF in violation of a specific law, a written complaint must be filed by that person with the vice president or the president with copy to the Secretary.
12.03 Acting in Good Faith
Anyone filing a complaint concerning a violation or suspected violation must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false shall be subject to civil and criminal review.
12.04 Retaliation
A person filing a complaint of alleged unlawful activity, policy, or practice with the Foundation must provide the Board with a reasonable opportunity to investigate and correct the alleged unlawful activity.
The protection described below is only available to individuals that comply with this requirement. The Foundation shall not retaliate against any officer or member who in good faith, has made a protest or raised a complaint against some practice of CCF or of another individual or entity with whom CCF has a business relationship, on the basis of a reasonable belief that the practice is in violation of law, or a clear mandate of public policy.
The Foundation shall not retaliate against any officer or member who disclose or threaten to disclose to a public body, any activity, policy, or practice of CCF that the individual reasonably believes is in violation of a law, or a rule, or regulation mandated pursuant to law or is in violation of a clear mandate of public policy concerning the health, safety, welfare, or protection of the environment.
12.05 Confidentiality
Violations or suspected violations may be submitted on a confidential basis by the complainant or may be submitted anonymously. Reports of violations or suspected violations shall be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.
12.06 Handling of Reported Violations
The President or Vice President shall notify the sender and acknowledge receipt of the reported violation or suspected violation within five (5) business days. All reports shall be promptly investigated by the Board and its appointed committee and appropriate corrective action shall be taken, if warranted, by the investigation.
This policy shall be made available to all directors, officers, or membership through these bylaws, and they shall have the opportunity to ask questions about the policy.
ARTICLE XIII AMENDMENTS OF BYLAWS & ARTICLES OF INCORPORATION
13.01 Amendments to the Articles of Incorporation
Any amendment to the Articles of Incorporation may be adopted by approval of two-thirds (2/3) votes of the Board.
13.02 Amendments to the Bylaws
These Bylaws may be amended, altered, repealed, or restated by a two-thirds (2/3) vote of the Board of Directors then in office at a regular or special meeting, provided that written notice of the proposed amendment is given to each director at least [number] days prior to the meeting of the Board, provided, however,
- that no amendment shall be made to these Bylaws which would cause the corporation to cease to qualify as a tax-exempt corporation under Section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code; and,
- that an amendment does not affect the voting rights of directors. An amendment that does affect the voting rights of directors further requires ratification by a two-thirds vote of a quorum.
- that all amendments be consistent with the Articles of Incorporation.
Any proposed amendments to these Bylaws recommended by any director must be voted on and pass by a two-third majority vote by the Board prior to circulation to the general membership by the Secretary, via electronic or other mailing method for consideration, within two (2) days after a vote is taken. The Board shall then schedule a meeting within thirty (30) days for the specific purposes for floor debate and ratification.
Amendment(s) must be adopted by a two-thirds majority of the voting members present at the meeting specifically held for that purpose.
ARTICLE XIV DISSOLUTION
14.01 Dissolution
Upon dissolution of the Foundation, any remaining assets and resources lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section 501 (C)(3) of the 1986 Internal Revenue Code (or described in any corresponding provision of any successor statute) which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving corporation.
The organization to receive the assets of the Cornwall College Foundation hereunder shall be in the discretion of a majority of the managing body of the corporation, and if its members cannot so agree, then the recipient organization shall be selected pursuant to a verified petition in equity filed in a court of proper jurisdiction against the Cornwall College Foundation, by one (1) or more of its managing body which verified petition shall contain such statements as reasonably indicate the applicability of this section. The court upon a finding that this section is applicable shall select the qualifying organization or organizations to receive the assets and resources to be distributed, giving preference if practicable to organizations located within the State of Florida.
In the event that the court shall find that this section is applicable but that there is no qualifying organization known to it which has a charitable purpose, which, at least generally, includes a purpose similar to the Cornwall College Foundation, then the court shall direct the distribution of its assets lawfully available for distribution of the Treasurer of the State of Florida to be added to the general fund.
CERTIFICATE OF ADOPTION OF BYLAWS
I do hereby certify that the above stated Bylaws of Cornwall College Foundation were approved by the Cornwall College Foundation Board of Directors on August ____, 2024 and constitute a complete copy of the Bylaws of the corporation.
___________________
Secretary
Date: August 17, 2025
Privacy Policy
Effective Date: [Month Day, Year]
Introduction
The Cornwall College Foundation ("we," "us," or "our") values your privacy and is committed to protecting the personal information of our donors, volunteers, beneficiaries, and website visitors. This Privacy Policy outlines how we collect, use, disclose, and safeguard your information when you visit our website (Cornwall College Foundation) participate in our programs, or interact with us. Please read this privacy policy carefully. If you do not agree with the terms of this privacy policy, please do not access the site or use our services.
Information We Collect
We may collect information about you in a variety of ways. The information we may collect on the site includes:
We use the information we collect in various ways, including to:
We do not sell or rent your personal information. We may share your information under these circumstances:
We use administrative, technical, and physical security measures to help protect your personal information and we employ robust security measures to protect your personal information from unauthorized access, alteration, disclosure, or destruction. This includes encryption, access controls, and secure data storage protocols. While we have taken reasonable steps to secure the personal information you provide to us, please be aware that despite our efforts, no security measures are perfect or impenetrable, and no method of data transmission can be guaranteed against any interception or other type of misuse.
Cookies and Tracking Technologies
We use cookies and similar technologies to enhance your browsing experience, analyze website traffic, and personalize content. You can manage your cookie preferences through your browser settings.
Third-Party Links
Our website may contain links to third-party websites. We are not responsible for the privacy practices or content of these sites. We encourage you to review the privacy policies of any third-party sites you visit.
Children's Privacy
Our services are not intended for children under the age of 14. We do not knowingly collect personal information from children under 14. If we become aware that we have inadvertently received personal information from a child under 14, we will delete such information from our records.
Your Privacy Rights
Under applicable laws, you may have the following rights regarding your personal information:
Changes to This Privacy Policy
We may update this privacy policy from time to time in order to reflect changes to our practices or for other operational, legal, or regulatory reasons. We will notify you of any significant changes by posting the new privacy policy on our website and updating the effective date. Your continued use of the site and services following the posting of changes constitutes your acceptance of such changes and to the new policy.
Contact Us
If you have questions or comments about this privacy policy or our data practices, please contact us at:
[Cornwall College Foundation]
[Mailing Address]
[Email Address]
[Phone Number]
Governing Law
This Privacy Policy is governed by and construed in accordance with the laws of the United States and the state in which our organization is headquartered, without regard to its conflict of law principles.
Dispute Resolution
Any disputes arising from this Privacy Policy or our handling of your personal information will be resolved through binding arbitration in accordance with the rules of the American Arbitration Association and will take place in the state in which our organization is headquartered.
Effective Date: [Month Day, Year]
Introduction
The Cornwall College Foundation ("we," "us," or "our") values your privacy and is committed to protecting the personal information of our donors, volunteers, beneficiaries, and website visitors. This Privacy Policy outlines how we collect, use, disclose, and safeguard your information when you visit our website (Cornwall College Foundation) participate in our programs, or interact with us. Please read this privacy policy carefully. If you do not agree with the terms of this privacy policy, please do not access the site or use our services.
Information We Collect
We may collect information about you in a variety of ways. The information we may collect on the site includes:
- Personal Data
- Personally identifiable information, such as your name, postal address, email address, and telephone number, and demographic information, such as your age, gender, hometown, and interests, that you voluntarily give to us when you register with the site, participate in activities on the site, or when you contact us.
- Donation Information
- If you make a donation, we may collect your name, address, email address, phone number, and payment information. We use a third-party payment processor to handle donations and do not store payment card information.
- Financial Information
- Credit card numbers, bank account information, donation history, and billing details.
- Usage Data
- Information about your interactions with the site, such as the pages you visit, the links you click, and other actions you take on the site.
- Device Information
- Information about the device you use to access the site, such as your IP address, browser type, operating system, referring URLs and other device or technical identifier.
- Directly from You: When you donate, register for an event, subscribe to our newsletter, fill out forms, or contact us.
- Automatically: Via cookies, web beacons, and similar technologies when you visit our website.
- From Third Parties: Publicly available sources, social media platforms, and partners who share information with us.
We use the information we collect in various ways, including to:
- Processing Donations: Managing donations, processing payments, and issuing receipts and confirmations.
- Communicating with You: Sending newsletters, updates, event information, and respond to your comments, questions, and requests.
- Provide, operate, and maintain our website and services.
- Monitor and analyze usage and trends to improve your experience with our site and services.
- Prevent fraudulent transactions, monitor against theft, and protect against criminal activity.
- Compliance: Meeting legal and regulatory obligations and protect our rights.
- Improving Our Services: Analyzing data to enhance our website, programs, and services.
We do not sell or rent your personal information. We may share your information under these circumstances:
- Service Providers: We may share your information with third-party service providers who perform services for us or on our behalf, such as payment processing, data analysis, email delivery, hosting services, customer service, and marketing assistance.
- Third Parties with Your Consent: We may share your information with third parties if you have provided your consent to do so.
- Legal Obligations: To comply with laws, regulations, or legal requests, and to protect our rights and safety or the rights and safety of others, we may disclose your information if we are required to do so or if we have a good-faith belief that such action is reasonably necessary to comply with the law or legal process; Enforce applicable Terms of Service, including investigation of potential violations; Protect against harm to the rights, property or safety of the Foundation, our users, or the public.
- Service Providers: With third-party vendors who assist with website operation, payment processing, and communications.
- Business Transfers: In the event of a merger, acquisition, or any form of sale of some or all of our assets.
- With Your Consent: When you consent to sharing information with partners for specific projects.
We use administrative, technical, and physical security measures to help protect your personal information and we employ robust security measures to protect your personal information from unauthorized access, alteration, disclosure, or destruction. This includes encryption, access controls, and secure data storage protocols. While we have taken reasonable steps to secure the personal information you provide to us, please be aware that despite our efforts, no security measures are perfect or impenetrable, and no method of data transmission can be guaranteed against any interception or other type of misuse.
Cookies and Tracking Technologies
We use cookies and similar technologies to enhance your browsing experience, analyze website traffic, and personalize content. You can manage your cookie preferences through your browser settings.
Third-Party Links
Our website may contain links to third-party websites. We are not responsible for the privacy practices or content of these sites. We encourage you to review the privacy policies of any third-party sites you visit.
Children's Privacy
Our services are not intended for children under the age of 14. We do not knowingly collect personal information from children under 14. If we become aware that we have inadvertently received personal information from a child under 14, we will delete such information from our records.
Your Privacy Rights
Under applicable laws, you may have the following rights regarding your personal information:
- Access: Request access to the personal information we hold about you.
- Correction: Request that we correct any inaccurate or incomplete personal information.
- Deletion: Request that we delete your personal information.
- Restriction: Request the restriction of processing your personal information in certain circumstances.
- Objection: Object to the processing of your personal information for direct marketing or other purposes.
- Portability: Request the transfer of your personal information to another organization.
Changes to This Privacy Policy
We may update this privacy policy from time to time in order to reflect changes to our practices or for other operational, legal, or regulatory reasons. We will notify you of any significant changes by posting the new privacy policy on our website and updating the effective date. Your continued use of the site and services following the posting of changes constitutes your acceptance of such changes and to the new policy.
Contact Us
If you have questions or comments about this privacy policy or our data practices, please contact us at:
[Cornwall College Foundation]
[Mailing Address]
[Email Address]
[Phone Number]
Governing Law
This Privacy Policy is governed by and construed in accordance with the laws of the United States and the state in which our organization is headquartered, without regard to its conflict of law principles.
Dispute Resolution
Any disputes arising from this Privacy Policy or our handling of your personal information will be resolved through binding arbitration in accordance with the rules of the American Arbitration Association and will take place in the state in which our organization is headquartered.
- Conflict of Interest Policy
ARTICLE 1, PURPOSE
It is important for the CORNWALL COLLEGE FOUNDATION, its directors, officers, and staff to be aware that both real and apparent conflicts of interest or dualities of interest sometimes occur in the course of conducting the affairs of the foundation and that the appearance of conflict can be troublesome even if there is in fact no conflict whatsoever.
Conflicts occur because the many persons associated with the foundation should be expected to have and do in fact generally have multiple interests and affiliations and various positions of responsibility within the community. In these situations a person will sometimes owe identical duties of loyalty to two or more corporations. The purpose of the conflict-of-interest policy is to protect the foundation's tax-exempt interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the foundation or might result in a possible excess benefit transaction.
Conflicts are deleterious because they potentially or eventually place the interests of others ahead of the foundation's obligations to its charitable purposes and to the public interest.
Conflicts are also deleterious because they often reflect adversely upon the person involved and upon the institutions with which they are affiliated, regardless of the actual facts or motivations of the parties. However, the long-range best interests of the foundation do not require the termination of all association with persons who may have real or apparent conflicts that are harmless to all individuals or entities involved.
Each member of the board of directors and the staff of the foundation has a duty of loyalty to the Foundation. The duty of loyalty generally requires a director or staff member to prefer the interests of the foundation over the director's/staff's interest or the interests of others. In addition, directors and staff of the foundation shall avoid acts of self-dealing which may adversely affect the tax-exempt status of the foundation or cause any sanction or penalty by a governmental authority.
The policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
ARTICLE II, DEFINITIONS
Interested Person
Any director, principal 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.
Financial Interest
A person has a financial interest if the person has, directly or indirectly, thorough business,
investment, or family:
- An ownership or investment interest in any entity with which the foundation has a transaction or arrangement,
- A compensation arrangement with the foundation or with any entity or individual with which the foundation has a transaction or arrangement, or
- A potential ownership or investment interest in, or compensation arrangement with, any entity or
- individual with which the foundation is negotiating a transaction or arrangement.
ARTICLE Ill, PROCEDURES
Duty to Disclose
3.1 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 directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement
3.2 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, he 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.
Procedures for Addressing the Conflict of Interest
- An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
- transaction or arrangement involving the possible conflict of interest.
- 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. 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.
- If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors 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 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 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.
- If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines, by a simple majority vote, that the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action including censure, reprimand and/or removal from the board, if a board member, or immediate dismissal of staff.
ARTICLE IV, RECORDS OF PROCEEDINGS
- 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.
- The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
5.1 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.
5.2 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.
5.3. 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 director, principal officer and member of a committee with governing board delegated powers
shall annually sign a statement which affirms such person:
- Has received a copy of the conflicts of interest policy,
- Has read and understands the policy,
- Has agreed to comply with the policy, and
- 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.
To ensure 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. The periodic reviews shall, at a minimum, include the following subjects:
- Whether compensation arrangements and benefits are reasonable, based on competent survey information and the result of arm's length bargaining.
- Whether partnerships, joint ventures, and arrangements with management corporations 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.
When conducting the periodic reviews as provided for in Article VII, the foundation may, but need not, use outside advisers. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
CERTIFICATE OF ADOPTION OF CONFLICT-OF-INTEREST POLICY
I do hereby certify that the above stated Conflict of Interest Policy and Agreement for CORNWALL COLLEGE FOUNDATION were approved and adopted by the board of directors on XX, XX, 2024 and constitute a complete copy of the Conflict-of-Interest Policy of the foundation.
[Secretary's Name],
Secretary
Date:
