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ARTICLE I

OFFICES
The principal office of ____________ will be located at such a place within the
Philippines as the Board of Trustees may from time to time determine. The Foundation may also
have other offices at such other places, both within and without the Philippines, as the Board of
Trustees may from time to time determine of the business of the Foundation may require.
ARTICLE II
MEMBERS
Section 1. Non-Stock Basis. The Foundation is and shall be organized without shares on a nonstock basis. No part of the net earnings of the foundation shall inure to the benefit of or be
distributable to its trustees, officers, members, or other private persons, except that the
Foundation 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 above.
Section 2. Membership. Foundation shall have one class of members who will be the same
persons elected or appointed from time to time as members of the Board of Trustees of the
Foundation and who will be considered to be the members of the Foundation for the purposes of
any statutory provision or rule of law relating to members of a non-stock, not-for-profit
foundation.
Section 3. Meetings. A regular meeting of the members of the Foundation shall be held at lease
annually at such time and place as the Board of Trustees may designate, for the election of
directors and the transaction of such other business as may properly come before the members.
Section 4. Notice.
(a) General. Except as otherwise provided herein, by law, or the Articles of Incorporation
of the Foundation, the authorized person or persons calling a members meeting shall cause
written notice of the time, place, if any, purpose and the means of remote communications, if
any, by which members may be deemed to be present in person and vote at such meeting, to be
given to all members entitled to vote at such meeting at least three days and not more than sixty
days prior to the date fixed for the meeting.
Notice of the annual meeting need not state the purpose thereof, unless action is to be
taken at the meeting as to which notice is required by law.
Section 5. Quorum. Except as otherwise provided by law of the Articles of Incorporation, the
presence, in person or by proxy, of a majority of the voting members shall be required and shall
constitute a quorum at all meetings of members.
Section 6. Organization. The President will preside at any meetings of the members of, in the
absence of the President, the Vice-President. The Secretary of the Foundation will act as

secretary at all meetings of the members, but in the absence of the Secretary, the presiding officer
may appoint any person to act as secretary of the meeting.
Section 7. Voting. When a quorum is present at any meeting, the vote of the majority of the
members present in person or represented by proxy shall decide any question brought before
such meeting, unless the question is one upon which, by express provision of law, the Articles of
Incorporation of these Bylaws, a different vote is required, in which case such express provision
shall govern and control the decision of such question.
Section 8. Proxies. At any meeting of the members, a voting member absent from such meeting
may be represented by another voting member, who may cast the vote according to the written
instructions, general or special, of the absent member.
Section 9. Adjournment. Adjournments of any annual or special meeting of members may be
taken without new notice being given unless a new record date is fixed for the adjourned
meeting.
Section 10. Absence of Quorum. If a meeting cannot be organized because a quorum has not
attended, a majority of those present may adjourn the meeting to such time and place as they
determine.
Section 11. Records of Meetings, Elections and Other Matters. A record shall be made of the
members represented in person and by proxy at every regular or special meeting. A record of the
members meeting, giving the names of the members present, the names of the members
represented by proxy, the names of proxies, shall be entered into the records of the meeting in the
minute book of the Foundation. This record shall show the names of the members and the
number of votes for each resolution.
ARTICLE III
BOARD OF TRUSTEES
Section 1. Power and Authority. The powers and governance of the Foundation shall be
managed by or under the direction of the Board of Trustees (the Board) in accordance with the
purposes and limitations set forth in the Articles of Incorporation. The Board of Trustees may
exercise all such powers of the Foundation and do all such lawful acts and things that are not by
law or by the Articles of Incorporation or by these Bylaws directed or required to be done by the
members.
Section 2. Election. The directors shall be elected for a term of ___ years at the annual meeting
of the members by a majority of the votes cast at the meetings, and each should hold office until
the election or appointment and qualification of such directors successor or until such directors
earlier death, resignation, or removal.
Section 3. Removal. Provided there is a quorum of not less than a majority of directors then in
office present, a director may be removed for cause by the vote of twothirds of the Board of
Directors present at the meeting at which such action is taken. Three consecutive missed

meetings, without an excused absence having been granted by the President, shall be grounds for
removal for cause. Section 6. Resignations. Any director may resign at any time by giving
written notice to the President of Secretary-Treasurer. The resignation shall take effect at the time
specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall
not be necessary to make it effective. Section 7. Meetings. Regular or annual meetings of the
Board of Directors will be held at such times and places as may from time to time be fixed by the
Board of Directors or as may be specified in a notice of meeting. Special meetings of the Board
of Directors may be held at any time upon the call of the President or any two directors. Unless
otherwise fixed by the Board of Directors, the annual meeting of the Board of Directors shall be
the first regular meeting following the beginning of the Foundations fiscal year. Section 8.
Notice of Meetings. Notice need not be given of regular meetings of the Board if the time and
place of such meetings are fixed by the Board of Directors. Notice of each special meeting of the
Board of Directors must be given to each director not less than two days before such meeting.
Notice shall be deemed to have been given when it is deposited in the United States mail of by
telephone, facsimile transmission, telegraph, telex, courier service, electronic mail or hand
delivery. Notice of a meeting of the Board need not be given to a director who submits a signed
waiver of notice before or after the meeting, or who attends the meeting without protesting, prior
to the meeting or at its commencement, the lack of notice to him or her. Section 9. Place and
Time of Meetings. Meetings with the Board of Directors will be held at the location, within of
without the State of Louisiana, which is fixed by the Board of Directors or, in the case of a
special meeting, by the person or persons calling the special meeting. Foundation for Louisiana,
Inc. - Bylaws 5 Section 10. Quorum. At each meeting of the Board a majority of the total number
of directors then in office will constitute a quorum for the transaction of business. If a quorum is
not present at any meeting of the Board of Directors, a majority of the directors present may
adjourn the meeting, from time to time, without notice other than announcement at the meeting,
until such a quorum is present. Section 11. Manner of Acting. Except as otherwise provided
herein or required by applicable law, the vote of a majority of the directors present at any
meeting at which there is a quorum will be the act of the Board of Directors. Any action which
may be taken at a meeting of the Board of Directors or any committee thereof, may be taken by a
consent in writing signed by all of the directors or by all members of the committee, as the case
may be, and filed with the records of the proceedings of the Board of Directors of such
committee. Section 12. Voting by Designee or Proxy. Any Foundation director or member may
represent a director absent from a meeting of the Board of Directors and may cast the vote of the
absent director according to the written instructions of the absent director. Section 13.
Organization. At each meeting of the Board of Directors, the President or, in the Presidents
absence, the Vice President or a person chosen by the directors present, shall preside. The
Secretary-Treasurer shall act as secretary of each meeting of the Board of Directors. In the
absence of the Secretary, the presiding officer of the meeting shall appoint a secretary of the
meeting. Section 14. Committees. (a) The Board of Directors may designate one or more
standing, special, or advisory committees and task forces to have and exercise such power and
authority as the Board of Directors will specify and as permitted by law. Each committee shall
consist of one or more directors. The Board may appoint individuals who are not board members
to committees and task forces to advise and make recommendations to the Board of Directors. At
each meeting of a committee, a majority of the members of the committee will be present to
constitute a quorum. The vote of a majority of the members of a committee present at any
meeting at which there is a quorum shall be the act of the committee. (b) The Board of Directors

shall appoint an Executive Committee comprised of the President, Vice President, SecretaryTreasurer and others as the Board of Directors may add from time to time. The Executive
Committee shall have and may exercise all the powers of the Board of Directors when the Board
of Directors is not in session. All the powers and responsibilities of the Executive Committee
shall be derived from the Board of Directors. All actions taken by the Executive Committee shall
be promptly reported, together with a copy of its minutes, if any, reflecting such actions to the
Board of Directors. Foundation for Louisiana, Inc. - Bylaws 6 Section 15. Meeting by
Conference Telephone. Any one or more members of the Board of Directors or any committee
may participate in a meeting of the Board of Directors or such committee by means of a
conference telephone or similar communications equipment allowing all persons participating in
the meeting to hear each other at the same time. Participation by such means shall presence in
person at a meeting. Section 16. No Compensation of Directors. The Foundation shall not pay
any compensation of directors for services rendered to the Foundation, except that directors may
be reimbursed for reasonable expenses incurred in the performance of their duties for the
Foundation.
ARTICLE IV
OFFICERS
Section 1. Officers. The officers of the Foundation shall consist of a President, Vice President,
Secretary-Treasurer and such other officers with such titles as the Board of Directors will
determine, all of whom will be chosen by and will serve at the pleasure of the Board of
Directors. Section 2. Election, Term of Office, and Qualifications. The officers of the Foundation
shall be elected annually by the Board of Directors at the annual meeting of the Board of
Directors, and each officer will hold office until such officers successor is elected and qualified
of until such officers earlier death, resignation, of removal. One person may hold, and perform
the duties of, more than one office, provided that no person holding more than one office may
sign, in more than one capacity, any certificate or other instrument required by law to be signed
by two officers. All officers will be subject to the supervision and direction of the Board of
Directors. Section 3. Removal. Any officer elected or appointed by the Board of Directors may
be removed by vote of a majority of the Board of Directors, either with or without cause, at any
meeting of the Board at which a majority of the directors is present. Section 4. Resignations. Any
officer may resign at any time by giving written notice to the Chair. The resignation will take
effect at the time specified therein, and, unless otherwise specified therein, the acceptance of a
resignation will not be necessary to make it effective. Section 5. Vacancies. A vacancy in any
office arising from any cause will be filled for the unexpired portion of the term in the manner
prescribed in these Bylaws for regular appointment to such office. Foundation for Louisiana, Inc.
- Bylaws 7 Section 6. President. The President shall preside at all meetings of the Board of
Directors. The President will have and exercise general charge and supervision of the affairs of
the Foundation and will do and perform such other duties as the Board of Directors may assign
to the President. Section 7. Vice President. At the request of the President, or in the event of the
Presidents absence or disability, the Vice President shall perform the duties and posses and
exercise the powers of the President, and the Vice President will have such other powers and
perform such other duties as the Board of Directors may assign to the Vice President. Section 8.
Secretary-Treasurer. The Secretary-Treasurer shall attend all meetings of the Board of Directors
and all meetings of the members and record all votes and the minutes of all proceedings in a

book to be kept for that purpose. The Secretary-Treasurer shall give, or cause to be given, notice
of all meetings of the members and special meetings of the Board, and shall perform such other
duties as may be prescribed by the Board of Directors. In addition, the Secretary-Treasurer shall
have principal responsibility for formulating with the Chief Executive Officer the financial
policies of the Foundation. The Secretary-Treasurer shall recommend changes or amendments to
the financial policies set by the Board of Directors and shall have primary oversight authority
with respect to the Chief Executive Officers performance in the execution of the Foundations
financial policies. Section 9. No Compensation of Officers. The Foundation shall not pay any
compensation to officers for services rendered to the Foundation, except that officers may be
reimbursed for reasonable expenses incurred in performance of their duties for the Foundation.
ARTICLE V
STAFF
Section 1. Chief Executive Officer. The Board of Directors may employ a Chief Executive
Officer who will be charged with the administrative and executive management of the affairs of
the Foundation and such other powers and the performance of such other duties as the Board of
Directors may delegate, subject to review by the Board of Directors. The Chief Executive Officer
shall have custody of the corporate funds and securities and shall keep full and accurate accounts
of receipts and disbursements in books belonging to the Foundation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Foundation in such depositories as
may be designated by the Board of Directors. The Chief Executive Officer shall disburse the
funds of the Foundation as may be ordered by the Board of Directors, taking proper vouchers for
such disbursements, and shall render to the President and directors, at Foundation for Louisiana,
Inc. - Bylaws 8 the regular meetings of the Board of Directors, of whenever they may require it,
an account of all transactions as Chief Executive Officer and of the financial condition of the
Foundation. The Chief Executive Officer will attend meetings of the Board of Directors but shall
not be a voting member of the Board of Directors. Section 2. Additional Personnel. From time to
time, the Chief Executive Officer may employ such other staff personnel with such titles at the
Chief Executive Officer will determine according to available administrative funds and needs of
the Foundation, and subject to approval by the Board of Directors. Section 3. Compensation. The
Board of Directors shall establish reasonable compensation and benefits for the Chief Executive
Officer. The Chief Executive Officer shall not participate in the discussions and deliberations of,
and the voting on, his or her compensation and shall not be counted in determining a quorum at
any meeting in which his or her compensation is discussed. The Chief Executive Officer may,
from time to time establish the rate of compensation and benefits for staff personnel of the
Foundation, subject to approval by the Board of Directors.
ARTICLE VI
CONFLICTS OF INTEREST
Section 1. Conflicts Policy. The Board of Directors shall implement a Conflicts of Interest policy
consistent with LSA-R.S. 12:228.
ARTICLE VII
EXECUTION OF INSTRUMENTS

Section 1. Contracts and Instruments. The Board of Directors, subject to the provisions of Article
III, Section 1, may authorize any officer or officers or agent or agents of the Foundation to enter
into any contract or to execute and deliver any instrument in the name of and on behalf of the
Foundation. Such authority may be general or may be confined to specific instances. Section 2.
Deposits. Funds of the Foundation may be deposited from time to time to the credit of the
Foundation with the depositories that are selected by the Board of Directors. Section 3. Orders
for the Payment of Money and Endorsements for Deposit. (a) All checks, drafts or other orders
for the payment of money, notes, or acceptances issued in the name of the Foundation will be
signed by the officer or officers or agent or agents Foundation for Louisiana, Inc. - Bylaws 9 of
the Foundation authorized, and in the manner determined, from time to time by resolution of the
Board of Directors. (b) Endorsements for deposits to the credit of the Foundation in any of its
authorized depositories may be made, without countersignature, by any officer of the Foundation
or may be made by hand-stamped impression in the name of the Foundation, unless otherwise
provided by resolution of the Board of Directors. Section 4. Sale or Transfer of Securities. Stock
certificates, notes, bonds, or other securities held or owned by the Foundation may be sold,
transferred, or otherwise disposed of when endorsed for transfer by the officer or officers or
agent or agents of the Foundation authorized, and in the manner determined, from time to time
by resolution of the Board of Directors.
ARTICLE VIII
INDEMNIFICATION
Section 1. Generally. To the fullest extent allowed by Louisiana law, the Foundation shall defend
and indemnify any person who was or is a party or is threatened to be made a party to any action,
suit or proceeding, whether civil, criminal, administrative, or investigative (including any action
by or in the right of the Foundation) by reason of the fact that he or she is or was an incorporator,
member, director, or officer against expenses (including attorneys fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the Foundation, and, with
respect to any criminal action of proceeding, had no reasonable cause to believe his or her
conduct was unlawful; provided that in case of actions by or in the right of the Foundation, the
indemnity shall be limited to expenses (including attorneys fees and amounts paid in settlement
not exceeding, in the judgment of the Board of Directors, the estimated expense of litigating the
action to conclusion) actually and reasonably incurred in connection with the defense or
settlement of such action. The termination of any action, suit of proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself
create a presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interest of the Foundation, and, with
respect to any criminal action or proceeding, had reasonable cause to believe that his or her
conduct was unlawful. Section 2. Indemnity Prohibited. No indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been adjudged (by a
court of competent jurisdiction, after exhaustion of all appeals) to be liable for willful or
intentional misconduct in the performance of his duty to the Foundation, unless, and only
Foundation for Louisiana, Inc. - Bylaws 10 to the extent that the court shall determine upon

application that, despite the adjudication of liability but in view of all the circumstances of the
case, he of she is fairly and reasonably entitled to indemnity for such expenses which the court
shall deem proper. Section 3. Indemnification for Expenses. To the extent that an incorporator,
member, Board of Directors member or officer of the Foundation has been successful on the
merits or otherwise in defense of any such action, suit or proceeding, or in defense of any claim,
issue or matter therein, he or she shall be indemnified against expenses (including attorneys
fees) actually and reasonably incurred by him or her in connection therewith. Section 4.
Authorization of Indemnity. The indemnification hereunder (unless ordered by the court) shall be
made by the Foundation only as authorized in a specific case upon a determination that the
applicable standard of conduct has been met. Such determination shall be made (1) by the Board
of Directors by a majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not obtainable and a quorum of disinterested
directors so directs, by independent legal counsel, or (3) by the members. Section 5. Payments on
Reimbursement in Advance. The expenses incurred in defending such an action, suit or
proceeding shall be paid by the Foundation in advance of the final disposition thereof if
authorized by the Board of Directors in the manner provided in Article VIII, Section 9 above,
upon receipt of an undertaking by or on behalf of the incorporator, director, officer, or member to
repay such amount if it shall ultimately be determined that he or she is not entitled to be
indemnified by the Foundation as authorized hereunder. Section 6. Indemnification-Not
Exclusive. The indemnification and advancement of expenses hereunder shall not be deemed
exclusive of any other rights to which one indemnified of obtaining advancement of expenses
may be entitled, both as to action in his or her official capacity and as to action in another
capacity while holding such office, and shell continues as to a person who has ceased to be an
incorporator, director, officer, or member and shall inure to the benefit of his or her heirs and
legal representatives; provided however, no such other indemnification measure shall permit
indemnification of any person for the results of such persons willful or intentional misconduct.
ARTICLE IX
GRANTS AND OTHER EXPENDITURES FOR THE ADVANCEMENT OF
CHARITABLE PURPOSES Foundation for Louisiana, Inc. - Bylaws 11
Section 1. Authorization. Grants, gifts, contributions, or other distributions for the advancement
of the charitable purposes of the Foundation will be paid only id specifically authorized by the
Board of Directors. Section 2. Discretion Retained by Board of Directors. The Board of Directors
shall at all times maintain complete control and discretion over the distribution of funds received
by the Foundation, and will not enter into any agreement with any person or organization that
would in any way limit such control or discretion. The Board of Directors will not represent to
any person from whom it solicits or receives gifts, grants, bequests, or contributions that any
funds received will be distributed other than at the discretion of the Board of Directors. The
Board of Directors may solicit or receive gifts, grants, bequests, or contributions for a specific
project that has reviewed and approved as in furtherance of the purposes of the Foundation as
stated in the Articles of Incorporation. The Board of Directors may, in its absolute discretion,
refuse any conditional of restricted gift, grant, bequest, or contribution actually received. Section
3. Procedures for Distributions. The Board of Directors shall adopt procedures from time to time
for grants, gifts, contributions, or other distributions by the Foundation. Section 4. Evaluations
and Site Visits. The Board of Directors will make such evaluations and site visits, and solicit

community involvement and input with respect to grants as it deems appropriate from time to
time.
ARTICLE X
NONDISCRIMINATORY POLICY
The Foundation will undertake and carry on its activities without regard to race, color, creed,
age, marital status, disability, national origin or sexual orientation. The Foundation will not
discriminate on any of these bases in administering its policies and programs. ARTICLE XI
GENERAL PROVISIONS
Section 1. Fiscal Year. The fiscal year of the Foundation will be fixed by the Board of Directors.
Section 2. Seal. The corporate seal will have inscribed thereon the name of the Foundation, the
year of its organization and the words Corporate Seal, Not-for-Profit, Foundation for
Louisiana, Inc. - Bylaws 12 Louisiana. The seal may be used by causing it or a facsimile thereof
to be impressed or affixed or in any manner reproduced. Section 3. Books and Records. The
Foundation will keep correct and complete books and records of account of the activities and
transactions of the Foundation, including a minute book, which will contain a copy of the
Articles of Incorporation, a copy of these Bylaws, and all minutes of meetings of the Board of
Directors and committees thereof.
ARTICLE XII
BYLAWS AMENDMENTS
The Board of Directors may amend or repeal these Bylaws at any meeting of the Board of
Directors, at which a quorum is present, by a vote of a majority of the directors present or by
unanimous written consent of the Board of Directors. Adopted: _______________, 2005

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