Board Member Packet

Page 1


THANK YOU!

Welcome to the Board!

DEAR BOARD MEMBERS,

ON BEHALF OF THE ENTIRE TEAM, WE WANT TO EXPRESS OUR DEEPEST GRATITUDE FOR YOUR COMMITMENT TO OUR MISSION. YOUR DECISION TO DEDICATE YOUR TIME, EXPERTISE, AND PASSION TO SUPPORTING SUPPLEMENTAL FUNDING AND EDUCATIONAL PROGRAMS IN CLASSROOM INNOVATION MEANS THE WORLD TO US

THROUGH YOUR INVOLVEMENT, WE ARE ABLE TO PROVIDE TRANSFORMATIVE OPPORTUNITIES FOR STUDENTS IN THE WEST ADA SCHOOL DISTRICT, EMPOWERING THEM WITH THE RESOURCES AND TOOLS THEY NEED TO THRIVE. YOUR GENEROSITY AND LEADERSHIP MAKE A DIRECT AND LASTING IMPACT ON THE LIVES OF OUR STUDENTS, EDUCATORS, AND COMMUNITY

WE KNOW HOW VALUABLE YOUR TIME IS, AND WE ARE INCREDIBLY GRATEFUL THAT YOU HAVE CHOSEN TO INVEST IT IN ADVANCING OUR MISSION. YOUR CONTRIBUTIONS WILL HELP ENSURE THAT OUR EDUCATIONAL PROGRAMS CONTINUE TO EVOLVE, INSPIRING CREATIVITY, CRITICAL THINKING, AND EXCELLENCE IN CLASSROOMS ACROSS THE DISTRICT.

THANK YOU FOR BEING A PART OF THIS INCREDIBLE JOURNEY WE LOOK FORWARD TO WORKING WITH YOU AND ACHIEVING GREAT THINGS TOGETHER FOR THE BENEFIT OF OUR STUDENTS.

TABLE OF CONTENTS

We make a living by what we get, but we make a life by what we give.
-Winston Churchill

History

General Information

Mission, Vision, Values

Statistics

Director Contact List

Board Term Dates

Summary of Committees

Strategy & implementation

Resource links

General Governance

Responsibility of DirectorS

Board Member Agreement

Conflict of Interest

Proxy to Vote

Executive Director Duties

By laws

Policies

Operating Policy

Whistleblower Policy

Investment Policy

Other Policies

To provide supplemental funding and support for educational programs and projects in classroom innovation for the benefit of students in the West Ada School District.

Mission Vision

Helping Build a Better Future.

Priorities

Enhance Community Awareness and Engagement

Cultivate Strategic Partnerships

Drive Fundraising Growth

Strengthen Leadership & Volunteer Network

WAEF STATS

$7.6 million raised since 2019

$200k+ in innovation grants to K-12 educators across West Ada’s 58 school sites.

$300k donated to teachers’ classrooms since 2019 through the “Thank a Teacher” program

$448,918 for musical instruments and instruction in the fine arts supporting K-12 students throughout West Ada

Allocation of Funds

12.3% Bridging the Gap

423 students received assistance through the “Bridging the Gap” program with food, gas, clothing, glasses, cap and gown, athletics fees and more!

6,037 donors supporting nearly 2,500 teachers, 40,000 students and countless programs in West Ada

$60,203 distributed in “Bridging the Gap” funds to support 423 students and their families

Over 400 staff members received funding for their classroom and instructional programs, including fine arts, music, nursing, athletics, libraries, STEM, community schools, special education and more!

11 board members who govern the Education Foundation in cooperation with the Director of the Education Foundation

CONTACT INFORMATION & TERM DATES

Board of Directors

Jace Perry

Clearwater Financial

Vice President

June 2023- June 2026

Lucas Baclyon

Katie Scott

Jacksons

Marc Smith

Regence

President

August 2023- August 2026

Treasurer Aug 2019- July 2025

West Ada School Board Trustee

January 2024- January 2027

Meg Anderson

Kendal Auto

February 2024- February 2027

Cara Hinkson

West Ada School District

October 2023- October 2026

Jennifer Fletcher

West Ada School District

Secretary June 2019 - July 2025

Trevor Chadwick

City of Star Mayor

February 2024 - February 2027

Ryan Cleverly

Ahlquis

March 2024- March 2027

Jon Wardle

Brighton Development

Travis Hawkes

Capital Eleven

William (Bill) Westfall

Edwards Jones

SUMMARY OF COMMITTEES

"Alone, we can do so little; together, we can do so much." - Helen Keller

Finance/Endowment Committee

The finance committee is responsible for overseeing the financial health of an organization. The treasurer always sits on the Finance Committee.

Board Development/Nominations Committee

The Board Development/Nominations Committee is responsible for ensuring effective governance by managing board composition and performance.

Innovative Grants Committee

The Grant Committee is responsible for overseeing the grant-making process within an organization.

We ask every Board Member to actively participate in at least one committee.

Executive Board Committee

The Executive committee includes four officers: President, Vice President, Treasurer and Secretary.

Event Committee

The Event Committee is responsible for planning, organizing, and executing events that align with the organization's mission and goals.

Donor Development

Committee

The Donor Development Committee focuses on building and maintaining relationships with donors to ensure sustainable funding for the organization.

Ad Hoc Committees

Mission/Branding/Website

Redesign Committee

Board Policies and Procedures Committee

STRATEGY & IMPLEMENTATION

Resource Links

2024-2027 Strategic Plan

Fundraising Plan Campaign Budgets

2024-25 Foundation Budget

Strategic Leadership and Oversight

BOARD MEMBER RESPONSIBILITY

Set Strategic Direction: Directors are responsible for shaping and approving the organization’s long-term strategy, mission, and vision They ensure that the strategic plan reflects the organization’s goals and community needs

Monitor Organizational Performance: Directors regularly assess the organization’s progress toward achieving its strategic goals, reviewing key performance indicators (KPIs) and ensuring effective execution

Risk Oversight: Directors are charged with identifying and addressing potential risks to the organization, whether financial, legal, operational, or reputational They ensure that appropriate risk management strategies are in place.

Fiduciary Duty

Duty of Care: Directors are required to act in good faith, exercising reasonable care, diligence, and skill in their decision-making This includes being prepared for meetings, reviewing relevant materials, and engaging in thoughtful discussion and decision-making

Duty of Loyalty: Directors must act in the best interests of the organization, avoiding personal conflicts of interest They should not use their position for personal gain and must disclose any potential conflicts to the board

Duty of Obedience: Directors ensure that the organization complies with all applicable laws, regulations, and its own governing documents, including bylaws and articles of incorporation

Financial Stewardship

Budget Approval: Directors approve the organization’s annual budget, ensuring financial resources are allocated efficiently to meet strategic goals and objectives

Financial Oversight: Directors are responsible for reviewing financial reports, ensuring that financial statements are accurate, and that there are appropriate internal controls in place This includes ensuring that the organization operates within its financial means and practices fiscal responsibility

Fundraising and Resource Development: Directors play an active role in fundraising, leveraging their networks to generate financial support and helping secure the resources needed to fulfill the organization’s mission

Executive Oversight

CEO/Executive Director Evaluation: Directors are responsible for hiring, evaluating, and, when necessary, terminating the CEO or Executive Director They ensure that the organization’s leadership is effective, aligned with the organization’s values, and capable of executing the board’s strategy

Support and Guidance to Management: Directors provide support and guidance to the executive leadership, ensuring that management has the resources, direction, and authority necessary to achieve organizational goals

Legal and Ethical Compliance

Compliance with Laws and Regulations: Directors must ensure that the organization complies with all relevant laws, regulations, and policies, including tax-exempt status (for nonprofit organizations), labor laws, and environmental regulations

Ethical Conduct: Directors must uphold the highest standards of ethical behavior, ensuring that the organization’s operations reflect its mission and values They promote an ethical culture within the organization and are expected to act with integrity in all aspects of their governance

Board Composition and Development

Board Recruitment and Succession: Directors assist in recruiting new board members, ensuring that the board is diverse, knowledgeable, and capable of fulfilling its responsibilities They play a key role in succession planning for both the board and senior leadership

Board Performance and Self-Assessment: Directors participate in regular board evaluations to assess the board’s effectiveness They engage in ongoing training and development to improve their governance practices and ensure the board operates at the highest level of effectiveness

Community and Stakeholder Engagement

Ambassadorship: Directors are ambassadors for the organization, advocating for its mission and values within the community and with key stakeholders They should help increase the organization’s visibility, credibility, and reach

Relationship Building: Directors should foster strong relationships with stakeholders, including donors, funders, employees, clients, and community leaders, to enhance the organization’s network and impact

Confidentiality and Conflict of Interest

Confidentiality: Directors must respect the confidentiality of board discussions, organizational strategies, and sensitive information They must not disclose information unless authorized or legally required

Conflict of Interest: Directors must disclose any potential conflicts of interest and recuse themselves from decisions where their impartiality could reasonably be questioned They must avoid using their position to benefit personally or financially at the expense of the organization

Commitment to Meetings and Engagement

Attendance and Participation: Directors are expected to attend all board meetings, actively participate in discussions, and contribute their expertise and perspectives If a director cannot attend, they should notify the board in advance and review meeting materials to remain informed Please see Bylaws for attendance requirements

Committee Involvement: Directors are asked to serve on a minimum of one board committees per year (e g , finance, event,) and are expected to actively contribute to committee work

Advocacy for Organizational Sustainability

Sustainability and Long-Term Viability: Directors are responsible for ensuring that the organization’s strategic goals and operations are sustainable in the long term This includes advocating for resources, building financial stability, and ensuring the organization has the capacity to adapt to changing needs and environments

Environmental and Social Responsibility: Directors should encourage practices that are socially responsible, environmentally sustainable, and in alignment with the organization’s mission and values

The

BOARD MEMBER AGREEMENT

Any

No

CONFLICT OF INTEREST

During the time that I serve on the Board of Directors, or as an employee of The Education Foundation For Joint School District No 2, Inc , I realize that I will gain access to information that is considered to be confidential and/or proprietary Such information relates to submitted proposals, criteria or decisions made with regard to the business of The Education Foundation Since confidential and proprietary information is crucial to the operation of the Foundation, and because the Foundation in some instances has the obligation to protect such information, I agree that I will not use, publish or disclose such confidential information during or subsequent to my employment or participation on the Board of Directors or the Employee Review Team, and that I will preserve the restricted nature of this information except to the extent that it becomes publicly available, or is otherwise lawfully obtained outside the scope of this agreement from third parties.

Additionally, as a member of the Board of Directors or an employee, I realize that I have an obligation to disclose and eliminate (if necessary) any potential or actual duality of interest or conflict of interest.

Below, I have listed all community organizations, non-profit corporations or charitable programs that I, or a member of my immediate family, have a relationship with, that have sought or may in the future seek to do business with the Foundation. The term “relationship” means any relation with a person or organization, whether financial (such as a donation of more than $100), employment (such as a volunteer assignment, part-time job or as a consultant or independent contractor) or fiduciary (such as a board member or officer) The term “immediate family” means spouse, parent, children or other individual living in the same household

1 2 3 4

No Board Member, Officer or staff member of The Foundation shall accept from any source any material gift or gratuity in excess of fifty dollars ($50 00) that is offered, or reasonably appears to be offered, because of the position held with the Foundation; nor should any offer of a prohibited gift or gratuity be extended by such individual on a similar basis I hereby certify that I have read, understand and agree to the Foundation’s policies as described in this statement, with respect to confidential information and conflict of interest, and that the information given in this statement is complete and accurate to the best of my knowledge

Signature & Date

PROXY TO VOTE

By way of this proxy, please allow , a member in good standing of The West Ada Education Foundation to vote on my behalf at the meeting of the Board of Directors Meeting.

Note: In the event the Board member whom I give my proxy is not in attendance, I authorize my proxy be given to another Board member.

Print Name:

Signature:

Date:

Mail or scan & email your proxy form to the member of your choice. Proxy must be in hand at the meeting designated above in order for vote to be valid.

Purpose

EXECUTIVE DIRECTOR DUTIES

The Education Foundation Director will manage and advance the mission and vision of the Education Foundation for the West Ada School District (herein called the Foundation) The Director along with the Foundation Board of Directors, is responsible for developing and implementing fundraising strategies The board is seeking an individual who can build on current momentum and propel the foundation toward significant growth This position includes facilitating grants for the West Ada School District

Performance Responsibilities

The Director provides overall leadership, raising funds through multiple sources including grant writing, annual giving, major gifts, and planned giving The Director directs all programs and activities with Foundation volunteers, and networks with community professional groups to increase awareness of the Foundation The Director facilitates the development, coordination and writing of grant applications and the evaluations of grant programs receiving funding approval

Essential Duties

Leadership: Direct and implement overall Foundation operations, management, and administration

Lead program direction and implementation

Serve as a hands-on working director, actively participating in all aspects of the Foundation's activities

Foster a collaborative and inclusive work environment, encouraging professional growth and development among staff Fundraising:

Demonstrate the ability to raise funds through multiple channels/sources, including grant writing, annual giving, major gifts, and planned giving

Proactively seek out and secure new fundraising sources, bringing innovative options to the Board

Develop and implement strategic fundraising plans to meet and exceed financial goals

Cultivate and maintain relationships with donors, sponsors, and other stakeholders to ensure long-term support for the Foundation Public Relations/Communications:

Maintain effective internal and external public relations

Recognize and bring attention to the contributions of benefactors and grant recipients

Serve as a spokesperson for the Foundation in conjunction with the Foundation President

Work with the District Chief Communication Officer to promote the Foundation and the District

Obtain and maintain an active interest in various civic organizations in the community

Serve as a member without vote on the Foundation Executive Committee and the Foundation Board of Directors

Develop and implement comprehensive communication strategies to enhance the Foundation’s visibility and reputation

Board Relations/Governance:

Develop and maintain strong, positive working relationships with the Foundation board

Collaborate with the Foundation Board on strategy, governance, growth, and other issues

Provide regular updates and reports to the Board, ensuring transparency and accountability

Assist in the recruitment, orientation, and training of new board members

Budgeting and Financial Oversight:

Follow Foundation Bylaws and Operating Policy

Review, approve, and/or deny all District grants, keeping detailed records on all district and foundation grants with guidance from appropriate district personnel

Oversee the development and management of the Foundation's budget, ensuring financial stability and sustainability

Ensure compliance with all financial regulations and reporting requirements

Benefactor Relations:

Develop and maintain strong, positive working relationships with key external donor stakeholders

Create and implement stewardship plans to acknowledge and appreciate donor contributions

Engage with donors regularly to provide updates on the impact of their support and explore opportunities for further involvement

Grantee Relations:

Identify teacher, school, and district-wide initiatives that require Foundation financial support

Develop methods to evaluate the effectiveness of the district grant programs

Work closely with grantees to ensure the successful implementation of funded projects and initiatives

Strategic Planning:

Lead the development and implementation of the Foundation's strategic plan, aligning with the goals and priorities of the District

Monitor and assess the effectiveness of strategic initiatives, making adjustments as necessary to achieve desired outcomes.

BY -LAWS OF THE WEST ADA EDUCATION FOUNDATION

AMENDED AND RESTATED OCTOBER 29, 2024

ARTICLEI

Section1NameThisnon-profit,charitablecorporationshallbeknownas“THEEDUCATIONFOUNDATIONFORJOINTSCHOOLDISTRICT#2,INC,”whichmaybereferredtohereinastheCorporation

ARTICLEII

Section1.PurposeThepurposeoftheCorporationistoencourageandprovideameansforcontributingindependenteducationsupportbyindividuals,corporation,foundations,andanyothersourceforthe studentsofJOINTSCHOOLDISTRICT#2withadministrativeofficesinMeridian,IdahoNotwithstandinganyotherprovisionsoftheseBy-Laws,theCorporationshallnot carryonanyotheractivitiesnotpermittedtobecarriedonbyanorganizationexemptfromfederalincometaxunderSection501(c)3oftheInternalRevenueCode Section2MembersTheCorporationshallhavenomembersTheaffairsof theCorporationshallbemanagedbytheBoardofDirectorsassetforthmorespecificallyinArticleIII

ARTICLEIII

BOARDOFDIRECTORS

Section1CompositionEveryeffortshallbemadetoensurebroadcommunityrepresentationontheBoardofDirectors

Section2SizeThereshallbeaminimumofeleven(11)andmaximumoftwenty-five(25)votingdirectors(the“Directors”)Inaddition,non-votingmembersoftheBoardofDirectorsmaybeelectedbytheDirectors forthepurposeandonthetermssetforthinSection4ofthisArticleIII

Section3.ElectionandTerm

TheexistingDirectorsshallelectsuccessorDirectorsoftheCorporationbyamajorityvoteoftheDirectorsmeetingforsuchpurpose TheDirectorsshallhavetherighttoestablishpolicies,expectationsandotherrequirementsforelectionoftheDirectors

Five(5)Directorsshallinitiallybeelectedforone(1)yeartermsfive

(5)Directorsshallbeelectedfortwo(2)yearterms,andfive(5)Directorsshallbeelectedforthree(3)yeartermsAnnuallythereafter,successive Directorsshallbeelectedforthree(3)yeartermsbytheremainingDirectors

VacanciesoccurringontheboardshallbefilledbyamajorityvoteoftheDirectorsandthesuccessorDirectorsoappointedshallservefortheremainderofthevacatedterm

NoDirectorwhohasservedfortwo(2)fullthree(3)yeartermsshallbeeligibleforreappointmentuntilsaidDirectorhasexperiencedatleastone(1)year’sabsencefromtheBoardNotwithstandingtheforegoing, aDirectorwhohasservedfortwo(2)fulltermsmaybeelectedasanHonoraryDirectoroftheBoardassetforthonSection4ofthisArticleIll

Section4Non-VotingDirectorsInadditiontotheDirectorswhoshallhavefullpowerandvowonbehalfoftheCorporation,theBoardofDirectorsmayalsobecomprisedofthefollowingclassesofNon-Voting Directors:

FoundingDirectorsAnymemberoftheoriginalBoardofDirectorsoftheCorporationmaybeaNon-VotingDirectoroftheCorporationonmajorityvoteoftheDirectors,toserveforsuchtermorlimitedpurposes astheDirectorsshallestablishAnyDirectorfittingthequalificationsofthisSubparagraphaofSection4ofArticleIIIshallbeidentifiedasaFoundingDirector HonoraryDirectorsTheDirectorsmayelectNon-VotingDirectorsoftheCorporationuponinvitationoftheExecutiveCommitteeandonmajorityvoteoftheDirectorstoserveforsuchatermastheDirectorsshall establishAnyDirectorelectedpursuanttothisSubparagraphbofSection4ofArticleIIIshallbeidentifiedasanHonoraryDirectoryAnyserviceasanHonoraryDirectorshallconstituteaLeaveofAbsencefrom theBoardforpurposesofSection3ofArticleIII

AnyFoundingDirectororHonoraryDirectorshallbeentitledtofullyparticipateinanymeetingoftheBoardofDirectors,unlesstheBoardofDirectorsdeterminesanymatter tobeconsideredisconfidentialorotherwisenotappropriatefordiscussionwiththeFoundingDirectorsorHonoraryDirectors

Notwithstandingsuchparticipation,FoundingDirectororHonoraryDirectorshallnotbeentitledtovoteonanymattersubmittedforavoteoftheBoardofDirectors

TheCorporation’sConflictofInterestpolicysetforthinArticleVIIIshallapplytoallFoundingDirectorsandHonoraryDirectors

Section5.AnnualMeeting.TheDirectorsshallholdanAnnualMeetingduringthemonthofJunetoelectOfficersoftheBoard,andtoconsiderotherbusinessThetimeandplaceofeachAnnualMeetingshallbe fixedbytheBoardofDirectorsWrittennoticeofsuchtimeandplaceshallbegiventoeachDirectoratleastfourteen(14)daysbeforetheselecteddate Section6Meetings

RegularBoardMeetingsBoardmeetingsshallheheldduringtheyearatthediscretionofthePresident,ExecutiveDirector,orbywrittenrequestofanyfive(5)DirectorsWrittennoticeofmeetingsshallbegiven atleasttwo(2)weeksinadvanceofameetingThetimeandplaceofsuchRegularMeetingshallbestatedinthewrittenmeetingnotice SpecialMeetingsSpecialMeetingsoftheBoardofDirectorsmaybecalledatthediscretionofthePresident,ExecutiveDirector,orbywrittenrequestofanyfive(5)DirectorsWrittennoticeastothedate,time andlocationofsuchSpecialMeeting,alongwithastatementofthesubjectmattershallbeprovidedtoeachDirectoratleasttwenty-four(24)hoursinadvanceoftheSpecialMeeting VotingAtallmeetingsoftheDirectors,aDirectormayvoteeitherinpersonorbyproxyADirectormayappointaproxytovoteorotherwiseactforhimorherorherbysigninganAppointmentForm,either personallyorbyhisorherattorney-in-factAnappointmentofproxyiseffectiveuponreceipt,beforeoratthetimeofthemeeting,bythesecretaryoftheCorporationorotherofficeroragentauthorizedto tabulatevotesThevoteofanyDirectorbyproxyshallnotrelievetheDirectorfromanyfiduciaryobligationtoperformthedutiesoftheDirectorsetforthhereinorpursuanttoapplicablelaw

Section7.QuorumAmajorityofthenumberofDirectorstheninofficeandentitledtovotepresentatanymeetingorrepresentedbyproxyshallconstituteaquorum ExceptasmaybeotherwiserequiredbylawortheArticlesofIncorporation,theactofamajorityofquorumofDirectorspresentatthemeetingshallbetheactoftheBoard

WEST ADA EDUCATION FOUNDATION

AMENDED AND RESTATED OCTOBER 29, 2024

Section 8 Duties The Board of Directors shall have power to transact all business of the Corporation

Section 9 Waiver of Notice A waiver of any required notice in writing, signed by the person entitled to such notice, whether before or after the time stated therein, or the presence of a Director attending the Annual Meeting or a Regular or Special Meeting shall be deemed equivalent to the giving of such notice

Section 10. Leave of Absence For good cause shown, any Director may request a Temporary Leave of Absence from the duties and obligations as a Director of the Corporation without resigning as a member of the Board of Directors Any request by a Director for a Temporary Leave of Absence shall be submitted to and approved by the Executive Committee of the Board Any request for a Temporary Leave of Absence shall set forth the reasons for requesting the leave of absence and the commencement date and period of the requested Temporary Leave of Absence If the leave of absence is approved by the Executive Committee no further vote of the Board of Directors shall he required to approve the Temporary Leave of Absence If the Temporary Leave of Absence is not approved by the Executive Committee, the Director seeking the Temporary Leave of Absence may submit the request to vote of the Board of Directors, which leave shall be approved by a majority of the voting Directors to be effective During the approved period of the Temporary Leave of Absence, the absent Director shall not be counted toward the quorum or vote requirements applicable to the Board of Directors under these bylaws or applicable law

ARTICLE IV

OFFICERS

Section I - Officers. The officers of the corporation shall be a President, Vice President, Secretary, and Treasurer and shall be elected by and serve at the pleasure of the Board of Directors The Board may approve other officers, as needed, and define their powers and duties

Section 2 Election and Terms The officers shall be elected for a term of one (1) year at the Annual Meeting At the Annual Meeting, any previously acting officer may be elected for additional terms for the same position or may be elected to different officer positions within the Corporation If a vacancy occurs in one of the offices, it shall be filled by the Board of Directors at any Regular or Special meeting

Section 3 President: Powers and Duties The

Section 6 Treasurer: Powers and Duties The Treasurer shall make a report at each Board Meeting, and shall have charge of the administration of, and accounting for, corporate funds and shall provide quarterly and annual reports upon the financial condition of the Corporation The Treasurer shall assist in the preparation of the budget, help develop fundraising plans and make financial information available to Board Members and the public

Section 7 Executive Director: Powers and Duties The Executive Director shall act as chief administrative officer and supervise the day-to-day operations and activities of the Corporation The Executive Director is hired by the Board of Directors of the Corporation The Executive Director has day-to-day responsibilities for the organization, including carrying out the Corporation’s mission and policies The Executive Director will serve as an ex officio on all committees The Executive Director will attend all Board Meetings, Executive Committee meetings, report on the progress of the Corporation, answer questions of the Directors, and perform the duties described in the job description as developed by the Board from time to time

ARTICLE V COMMITTEES

Section 1 Committees The Board of Directors, by resolution adopted by a majority of the Directors may designate one or more Committees, which, to the extent provided in such resolution, shall have, and exercise the authority of the Board of Directors and the management of the Corporation Each such Committee shall Consist of two or more people, a majority of whom are Directors and the remainder need not be Directors The designation of such Committees and the delegation thereto of authority shall not relieve the Board of Directors, or any individual Director, of any responsibility imposed by law Any non-director who becomes a member of any such Committee shall have the same responsibility with respect to such Committee as a Director who is a member thereof The President will appoint Committee Chairmen The Board, by approved resolution, may establish permanent standing Committees or temporary or limited purpose Committees with the duties and composition as may be established by the Board in such resolution Other committees not having and exercising the authority of the Board of Directors in the management of the Corporation may be designated and appointed by a resolution adopted by a majority of the Directors at a meeting at which a quorum is present Membership on such committees may, but need not be, limited to Directors

Section 2 Executive Committee An Executive Committee of the Board shall consist of the: President, the Vice President, the Secretary, Treasurer, and the Executive Director The Executive Committee shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation as specified in the resolution The immediate past President of the Corporation may be invited, but shall not be required, to participate in the Executive Committee as determined by vote of the Executive Committee

Section 3 Committee Minutes The Committees shall keep regular minutes of their proceedings and report the same to the Board of Directors when required

ARTICLE VI CONTRIBUTIONS

The Corporation’s primary purpose shall be to raise

either restricted or unrestricted contribution; however

or

AMENDED AND RESTATED OCTOBER 29, 2024

given Funds not used within one fiscal year shall revert equally to the grants and endowment funds The Board, at its

purpose of the Corporation to replace general operating funds for Joint School District #2, nor to supplant funding derived from regular funding sources, such as funds proved by federal, state, or local governments Therefore, contributions from the Corporation are not intended to be considered a regular revenue source for the operation of the Joint School District #2

ARTICLE VII BOOKS AND RECORDS

The Corporation shall keep and maintain correct and complete books and records of account and shall keep minutes of the proceedings of its Board of Directors The books and record shall be kept at the Corporation’s registered office The Chair, Treasurer or Executive Director shall cause a financial report to be annually presented to the Directors The Corporation shall cause an audit of all Corporate assets and accounts to be made by the auditors who are required by law to Audit Joint School District No 2 each year

ARTICLE VIII

CONFLICTS OF INTEREST

Section 1. Conflicts of Interest Generally Except as may otherwise be provided by applicable law or the Articles of Incorporation, no contract or other transaction between the Corporation and one or more of its Directors or any other corporation, firm, association, or entity in which a Director of the Corporation has an interest or in which one or more of its directors or officers are also Directors of the Corporation, shall be either void or voidable because of such relationship or interest or because such Director or Directors or a committee thereof that authorizes, approves, or ratifies such contract or transaction or because such Director’s or Directors’ votes are counted for such purposes, if:

(a) the material facts of such relationship or interest are disclosed or known to the Board of Directors or committee that authorizes, approves, or ratifies the contract or transaction by a vote or consent sufficient for such action without counting the vote or consent of such interested Directors; (b) the material facts of such relationship or interest are disclosed or known to the members entitled to vote, and they authorize, approve, or ratify such contract or transaction by vote or written consent, in which vote or consent such interested Directors may participate to the extent that they are also members; or (c) the contract or transaction is fair to the Corporation as the time it is entered into and the material facts of such relationship or interest are fully and fairly disclosed or known to the Corporation If a majority of the Directors, then in office, who have no interest in the contract or transaction vote to authorize, approve, or ratify the contract or transaction, a quorum is present for purposes of this Bylaw

Section 2 Disclosure of Conflict and Review Any Member of the Board who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending before the Board, of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, will offer to the Board to voluntarily excuse him/herself and will vacate his seat and refrain from discussion and voting on said item It is the responsibility of each Director to voluntarily raise and disclose any potential, perceived, or actual conflict of interest described in this Article VIII The Board of Directors may ask questions any Director or other person with a potential conflict of interest and shall ascertain all material facts involving the transaction Any Director with a conflict of interest shall not be present during the Board of Director’s discussion of whether a conflict of interest exists or any matter relating to the transaction involving the conflict of interest After exercising reasonable diligence, the Board shall determine whether the transaction is in the Corporation’s best interest, whether other alternatives exist and whether the transaction is fair and reasonable to the Corporation The minutes of any meeting of the Board of Directors shall disclose the identity of the Director with a conflict, the nature of the conflict, the actions taken by the Board to review and address the conflict the factors considered by the Board, and the vote of the Boar, if any, on the transaction

Section 3 Verification by Directors Each Director shall execute a written verification of the existence of the Conflict of Interest Policy of the Corporation set forth in this Article VIII in a format approved by the Board of Directors In executing such written verification, each Director shall be required to disclose any known or potential conflict of interest described in this Article VIII

ARTICLE IX AMENDMENTS

Section 1 Amendments Amendments to these By-Laws shall lie proposed in writing and filed with the Secretary The Secretary shall see that a copy of the proposed amendments is sent to all Directors two (2) weeks prior to the meeting at which they are to be considered, The Directors may adopt amendments to these By-Laws by a two-thirds (2/3) vote of the Directors present at any Regular Meeting of the Corporation or any Special Meeting called for that purpose

ARTICLE X DISSOLUTION

Section 1 Dissolution Upon dissolution of the Corporation, after paying or adequately providing for the debts and obligations of the organization, the remaining assets shall be distributed to JOINT SCHOOL DISTRICT #2

Adopted effective this 29 day of October, 2024

Jennifer Fletcher Secretary

BY-LAWS Adopted October 29, 2024

Purpose

OPERATING POLICY

The purpose of this Operating Policy is to further identify the powers and duties of the President and the Executive Director that will further simplify the day-today operation of The Foundation

Objective

The Foundation shall maintain a general operating account with a reputable Banki The account will be used for the purpose of paying out the operating expenses of the Foundation Such account(s) shall be maintained so that all funds are fully FDIC insured or otherwise similarly protected 1

The Foundation shall also maintain a money market account which will be used to hold short-term restricted/unrestricted contributions 2

Powers and Duties:

The following is a supplement to Article IV, Section 3 and Section 7 of The Foundation’s By-Laws

1) Either the President and/or the Executive Director shall have the power to sign checks to pay expenses, debts, grants, and obligations of the Foundation up to $2,500 However, transactions in excess of $2,500 will need signatures of both the President and the Executive Director In the absence of the Executive Director and/or the President, the Treasurer or Vice President may sign checks All checks over $2500 shall have the signatures of two of the preceding people

2) Either the President and/or the Executive Director shall have the power to pay expenses, debts and obligations of the Foundation up to $2,500 via on-line banking However, transactions in excess of $2,500 will need to be paid by check per the requirements above

3) The President and the Executive Director shall have the power to execute any documents deemed by the Foundation Board Members to be advisable for the Foundation purposes

4) The President and the Executive Director shall have the power to perform any legal act, which in the sole discretion of the Foundation, is necessary or advisable for implementing the terms of the Foundation's Operating Policy

ADOPTION AND ACCEPTANCE

The President and Executive Director, on behalf of the Directors of The Foundation, hereby adopt this Operating Policy and Guidelines of The Education Foundation for Joint School District #2, Inc , on 29, October, 2024

The Education Foundation for Joint School District #2, Inc.

WHISTLEBLOWER AND NON-RETAILIATION POLICY

I. General

The Education Foundation for Joint School No 2 requires directors, officers, employees, and volunteers to observe high standards of business and personal ethics in the conduct of their duties and responsibilities As employees and representatives of the Foundation, (“Foundation”) we must practice honesty and integrity in fulfilling our responsibilities and comply with all applicable laws and regulations.

II. Reporting Responsibility

It is the responsibility of all Board Members, officers, employees, and volunteers to comply with and to report violations or suspected violations of the Foundation’s policies, and laws in accordance with this policy

III. No Retaliation

No director, officer, employee, volunteer, or contractor who in good faith reports a violation of Foundation policies, or state or federal law, rule, and/or regulation shall suffer harassment, retaliation or adverse employment consequence

An employee who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment A Board Member who retaliates against someone who has reported a violation in good faith may be removed from the Foundation Board

This Whistleblower Policy is intended to encourage and enable individuals to raise serious concerns within the Foundation prior to seeking resolution outside the Foundation

IV. Reporting Violations

Board Members, officers, employees, and volunteers should share their questions, concerns, suggestions or complaints with someone who can address them properly In most cases, employees and volunteers should report to the Foundation Executive Director However, if an employee or volunteer is not comfortable speaking with the Executive Director or is not satisfied with the response, that employee or volunteer is encouraged to report to any officer of the Board

V. Acting in Good Faith

Any good faith report, concern or complaint is fully protected by this policy, even if the report, question or concern is, after investigation, not substantiated

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 of Foundation policy, or law/rule/regulation

Any allegations that prove be unsubstantiated and have been made maliciously or with the knowledge that they were false will be treated as a serious disciplinary offense.

VI. Confidentiality

Upon the request of the complainant, the Foundation will use its best efforts to protect the confidentiality of the complainant for any good faith report 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 will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation

VII Handling of Reported Violations

All reports will be promptly investigated, and appropriate corrective action will be taken if warranted by the investigation

The complainant will be informed that follow-up has or is occurring within two weeks after the Executive Director or Board Officer has received the complaint or report The Executive Committee shall be informed of all such complaints or reports

INVESTMENT POLICY

THE EDUCATION FOUNDATION FOR JOINT SCHOOL DISTRICT #2, INC.

INVESTMENT POLICY STATEMENT ADOPTED OCTOBER 2024

Introduction

The Directors ("the Directors") of The Education Foundation for Joint School District #2, Inc. (“The Foundation”), hereby establish the Investment Policy and Guidelines for the investment of the assets of The Foundation (“the Fund”). The Directors reserve the right at any time to amend, supplement or rescind this Statement. This Statement shall supersede all prior Statements as to this subject matter

The responsibility for implementation of the Investment Policy may be delegated to the Finance Committee appointed by the President of The Foundation.

Investment Standards

All applicable state and federal laws and regulations govern the investment of the assets of the Fund and the conduct of those persons responsible for the care of the Fund.

Each investment shall be made with the care, skill, prudence and diligence of the Finance Committee, with the concurrence of the Directors of The Foundation

Investments shall be diversified so as to minimize the risk of loss and to maximize the rate of return, unless under the circumstances it is clearly prudent not to do so. For the purpose of managing investment risks and to optimize investment returns within acceptable risk parameters, the funds held will be divided into two separate investment pools The process for determining the dollar amount in each pool is set forth in the attached “Disbursement Guidelines for Unrestricted Contribution” section of this document With respect to restricted contributions, discretion will be used depending on timing of funding needs

Procedures

I.The following procedures will be followed to ensure the Investment Policystatement is consistent with the current mission of The Foundation and accurately reflects the current financial condition:

The Finance Committee shall review this Investment Policy at least annually.

The Finance Committee will issue a Request for Proposals (RFP) for the Investments every five (5) years The Finance Committee will make recommendations for any revisions or modifications to the Executive Committee for approval

C The Finance Committee will report any changes in this Investment Policy to The Foundation’s Board of Directors.

II.The following procedures will be used to determine the dollar amounts to beplaced in the long term fund. Dollars not specifically designated for the long-term funds will be placed in the Operating Fund.

The Finance Committee Chair or a designee will recommend the dollar amounts to be placed in the Operating Fund

The Board of Directors will have the final approval of the dollar amounts placed in the Foundation’s specific funds.

III.A registered investment adviser may be sought to manage portions of The Foundation’s funds. The following procedure shall be followed to engage a new or replace a current registered investment adviser. The Foundation’s President shall recommend engaging a new or replacing an existing registered investment adviser to the Finance Committee

INVESTMENT POLICY

Operating Fund

Purpose

The purpose of the Operating Fund is to provide sufficient cash to meet the day-to-day financial obligations of The Foundation in a timely manner.

Investment Objectives

The investment objectives of the Operating Fund are: Preservation of Capital Liquidity; and To optimize the investment return with the constraints above.

Investment Guidelines

The Finance Committee shall be authorized to invest The Foundation’s Operating Fund as follows:

Certificates of Deposit at FDIC insured bank, FHLBB/FSLIC insured savings and loan institution and/or NCUSIF insured credit unions.

1. Money market funds that invest in government backed securities; 2. Interest bearing checking accounts of FDIC insured bank, FHLBB/ FSLIC insured savings and loan institution and/or NCUSIF insured credit unions.; and/or

4.

3. Direct obligations of the U.S. Government, its agencies and instrumentalities.

Maturity

The maturities on investments for the Operating Fund shall be 12 months or less.

Reporting

The Finance Committee or its designee shall prepare the following reports for presentation on a monthly basis or upon request by to the Board of Directors; Schedule of investments, Interest income year to date, and current yield

Purpose

INVESTMENT POLICY

Endowment Fund / Long-Term Fund

The purpose of the long-term fund is to invest assets for the growth and financial stability of The Foundation. It is intended to be sufficiently specific to be meaningful, yet flexible enough to be practical. The investment horizon for this fund is over 5 years.

Investment Objectives

In order to meet its needs, the investment strategy of The Foundation’s Long-term fund is to emphasize total return; that is, the aggregate return from capital appreciation and dividend and interest income. While subject to change by the Directors, the intention is that the principal shall not be invaded, and the assets shall be held as a permanent endowment

Specifically, the primary objective in the investment management of long-term assets shall be: Long-term growth of capital - To emphasize the long-term growth of principal while avoiding excessive risk. Short-term volatility consistent with the volatility of a comparable market index is anticipated, though management should strive to contain it

Preservation of purchasing power – To achieve returns in excess of the rate of inflation plus spending over the investment time horizon in order to preserve purchasing power of Long-term Fund assets Risk control is an important element in the investment of Long-term Fund assets

Investment Guidelines

General Principles

1.

Investments shall be made solely in the interest of The Foundation’s Long-term Fund using socially responsible investments where practicable

The assets shall be invested with care, skill, prudence and diligence under the circumstances then prevailing that a prudent investor acting in like capacity and familiar with such matters would use in the investment of a like fund 1 Investment of the fund shall be so diversified as to minimize the risk of large losses, unless under the circumstances it is clearly prudent not to do so

The Foundation’s Long-term Fund may employ one or more investment managers of varying styles and philosophies to attain the Fund's objectives 1 Cash is to be employed productively at all times by investment in short-term cash equivalents to provide safety, liquidity and return

INVESTMENT POLICY

Specific Investment Goals

Over the investment time horizon established it is the goal of The Foundation’s Long-term fund assets to realize a total return of 3-5% in excess of the rate of inflation, as measured by the Consumer Price Index The investment goal stated above is the objective of The Foundation’s Long-term Fund and is not meant to be imposed on each investment manager hired by The Foundation. The goal of each investment manager shall be to:

1.

Meet or exceed the market index selected and agreed upon by the investment committee that most closely corresponds to the style of investment management.

2.

To display an overall level of risk in the portfolio that is consistent with the risk associated with the benchmark specified above. Risk will be measured by the standard deviation of quarterly returns.

Specific investment goals and constraints for each investment manager, if any, shall be incorporated as part of this statement of investment policy.

Diversification

Investment management of the assets of The Foundation’s Long-term Fund shall be in accordance with the following asset allocation guidelines:

The Finance Committee may employ investment manager(s) whose investment disciplines require investment outside the established asset allocation guidelines. However, taken as a component of the aggregate portfolio, such disciplines must fit within the overall asset allocation guidelines established in this statement.

In the event that the above aggregate asset allocation guidelines are violated, for reasons including but not limited to market price fluctuations, the Finance Committee will instruct the investment manager(s) to bring the portfolio into compliance with these guidelines as promptly and prudently as possible.

INVESTMENT POLICY

Allowable Assets

The Foundation’s Long-term Fund requires that all investment assets be invested in marketable securities defined as securities that can be traded quickly and efficiently for The Foundation’s Longterm Fund, with minimal impact on market price. These include:

1. Cash Equivalents

Treasury bills

a. Money market funds

b. Commercial paper

c. Banker's acceptances

e.

d. Certificates of deposit

2. Fixed Income Securities

U S Government and Agency securities

a Corporate notes and bonds (investment grade, at least BBB)

b Mortgage-backed bonds

d

c Preferred stock

3 Equity Securities

a.

Common stocks

Convertible notes and bonds

b. Convertible preferred stocks

d.

c. American Depository Receipts of non-US companies (ADRs)

4. Mutual Funds and Exchange Traded Funds that invest in securities as allowed in this statement

To ensure marketability and liquidity, equity investments shall be executed through nationally recognized exchanges such as the New York Stock Exchange, American Stock Exchange, and NASDAQ over the counter market. In the event that there is a benefit or need to execute transactions in exchanges other than those listed in this statement, prior approval from The Board of Directors is required.

Performance Reporting

INVESTMENT POLICY

The Foundation’s Long-term Fund will be evaluated quarterly on a total return basis Returns will be compared to:

The index typically used by the company whom the Long-term Fund is invested with. 1.

The Foundation’s Long-term fund investment policy. 1. Comparisons will show results for the latest quarter, year to date and inception of fund. The report will be prepared by the Finance Committee based on investment manager ' s reports and will be presented to the Executive Committee and/or the Board of Directors at least quarterly.

The Education Foundation for Joint School District #2, Inc. Disbursement Guidelines for Unrestricted Contribution

In keeping with its purpose and By-Laws, the Education Foundation for Joint School District #2, Inc. (the Foundation) the following guidelines for unrestricted contributions is being established: The unrestricted contribution must be compatible with the purpose of the Foundation, that being to encourage and provide a means for contributing independent educational support by individuals, corporations, foundations and any other source for the students of Joint School District #2.

The unrestricted contribution may be in the form of a check or debit/credit card In the event of payment by check, the Foundation will deposit the funds to its operating account until sufficient time has passed for the check to clear and funds can be allocated accordingly In the event of payment by credit card, the Foundation will retain sufficient funds to cover the fees associated with the credit card transaction

INVESTMENT POLICY

UNRESTRICTED FUNDS DISBURSEMENT:

Unrestricted contributions will first be used to cover the Foundation’s operating expenses, Grants and thereafter defined by consensus of the Board.

The Education Foundation For Joint School District #2, Inc. Guidelines for

Restricted Contributions

In keeping with its purpose and By-Laws, the Education Foundation For Joint School District #2, Inc. will accept restricted contributions, subject to the following guidelines:

The restricted contribution must be compatible with the purpose of the Foundation, that being to encourage and provide a means for contributed independent educational support by individuals’ corporations, foundations and any other source for the students of Joint School District #2

An example of an acceptable restricted contribution would be a $500 donation to the Foundation, intended to buy supplies for a specific teacher’s classroom

The restricted contribution may be in the form of a check or debit/credit card In the event of payment by check, the Foundation will forward the funds to the intended recipient after sufficient time has passed for the check to clear. In the event of payment by credit card, the Foundation will retain commiserate fees associated with the coverage of the discount fees associated with the card.

The restricted contribution application must be filled out and signed by the contributor. If an organization or group is making the contribution, the President of such a group must sign the application.

Restricted contributions may be made by Teachers or other persons for the benefit of specific classrooms; however, no contribution may be made for the benefit of the donor’s individual student(s), unless the contribution is approved by the Foundation’s full Board of Directors.

The restricted contribution must be approved by the Foundation.

Restricted contributions below $5,000 may be approved by the Foundation’s Executive Director.

Restricted contributions between above $5,000 must have the approval of the Foundation’s Executive Director and President.

The Foundation’s Board of Directors must approve any restricted contribution which is, or is likely to be, in excess of $5,000.

INVESTMENT POLICY

Note on the Huskey Trust:

In 2018 Mary Leone Huskey died leaving assets to Meridian High School. One of the assets is a promissory note with a 1/6 interest in a life insurance policy. The insured(s) are believed to be approximately 80 years old as of November 2018. Upon both of their deaths the policy will payout approximately $900,000 on this promissory note. While these types of investments are risky, the Foundation, after due diligence, has determined that the policy bears no risk to the Foundation due to the fact that the risk was the initial investment made by Mrs. Husky. At the current time there is enough money from the initial investors to pay the premiums. If at any time there is a premium call, the Foundation has the option to give up their interest in the policy with no repercussions. It is the intent of the Foundation to hold the promissory note until such time as the insured(s) die at which time the Foundation will invest the funds as set out in the Investment Guidelines or relinquish any interest if there is a premium call

ADDITIONAL POLICY

Other Policies

Records Retention Policy

The Education Foundation of the West Ada School District will follow the West Ada District Records Retention Policy Code No. 806.20.

Non-Discrimination Policy

We do not discriminate; we take all who walk through our doors. We follow the district policies found in the link below.

Notice of Non-Discrimination | West Ada School District

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