(A) Amended code of by-laws.
(1) Identification.
(a) Name. The name of the corporation is “The Switzerland County Public School Endowment Corporation” (hereinafter referred to as “Corporation”).
(b) Principal office. The post office address of the principal office of the Corporation is County Auditor, Switzerland County Courthouse, 212 West Main Street, Vevay, Indiana 47043.
(c) Seal. The Corporation shall not have a corporate seal and a seal shall not be necessary or affect the validity of any corporate transaction.
(d) Fiscal year. The fiscal year of the Corporation shall begin on the January 1 in each year and end at December 31 next succeeding.
(2) Membership. There shall be no formal membership.
(3) Meetings of members. The Corporation has no members.
(4) Board of Directors.
(a) Election, term, and vacancies.
1. There shall be five Directors of the Corporation. The Directors shall be the Superintendent of the County School Corporation, one member of the County Council, who shall be selected and named by the County Council, one member of the Board of Commissioners, who shall be selected and named by the Board of Commissioners, one taxpayer at large of the county who, shall be selected and named by the Board of Commissioners, and one taxpayer at large of the county, who shall be selected and named by the County Council.
2. The first Board of Directors and terms of office shall be as follows:
a. Superintendent of Schools for County School Corporation;
b. Member of County Council who shall serve for the duration of his elected term of office;
c. Member of Board of Commissioners who shall serve for the duration of his elected term of office;
d. Taxpayer at large of the county—appointee of the County Council to serve for a two-year term of office; and
e. Taxpayer at large of the county-appointee of the Board of Commissioners to serve for a one-year term of office.
3. Each Director shall serve at the pleasure of the organization which selected the Director for a period of two years and any Director may resign or be removed by a majority of said organization.
(b) Annual meetings. The annual meeting of the Board of Directors shall be held in January of each year, beginning in the year 2002, as designated by the President. Notice shall be provided as specified in division (A)(4)(c) below.
(c) Other meetings. Other meetings of the Board of Directors may be held upon the call of the President, or of two or more members of the Board of Directors, at any place within the county, upon 48 hours’ notice, specifying the time, place, and general purposes of the meeting, given to each Director, either personally, by mailing or by telegram. At any meeting at which all Directors are present, notice of the time, place, and purpose thereof shall be deemed waived, and similar notice may likewise be waived by absent Directors, either by written instrument or by telegram.
(d) Quorum. At any meeting of the Board of Directors, the presence of three members of the Board of Directors shall be necessary to constitute a quorum.
(e) Super majority. The affirmative vote of three members of the elected Directors shall be necessary for the transaction of any business on any subject at any meeting of the Board of Directors.
(f) Power of Directors. The Board of Directors shall exercise all the powers of the Corporation, subject to the restrictions imposed by law, the Articles of Incorporation (see Article X), or this division (A).
(g) Compensation of Directors. The Board of Directors shall receive compensation which shall be duly fixed and determined by the County Council and the Board of Commissioners pursuant to state law.
(5) Officers.
(a) Generally. The officers of the Corporation shall consist of the President. Vice-President, Secretary-Treasurer, and such other subordinate officers as may be prescribed by the Board of Directors.
(b) Election and term. The officers shall be chosen annually by the Board of Directors at its annual meeting. Each officer shall hold office until his or her successor is chosen or until removed in the manner hereinafter provided.
(c) Resignation. Any officer may resign at any time by giving written notice to the Board of Directors, the President, or the Secretary. Such resignation shall take effect at the time specified therein. The acceptance of such resignation shall not be necessary to make it effective.
(d) Vacancies. Whenever any vacancies shall occur in an office, the same shall be filled by appointment of the County Council or Board of Commissioners, whichever appointed said member.
(e) President. The President, who shall be chosen from among the Directors, shall be responsible for the active executive management of the operations of the Corporation and he or she shall perform all duties incident to the office of the President. He or she shall preside at Board of Directors meetings.
(f) Vice-President. The Vice-President of the Corporation shall assist the President in administrative tasks as directed by the President.
(g) Secretary-Treasurer. The Secretary-Treasurer shall keep or cause to be kept in books provided for the purpose, the minutes of the meetings of the Board of Directors, shall see that all notices are duly given in accordance with this section and as required by law and shall be custodian of the records of the Corporation. The Secretary shall appoint such assistants as may be necessary to assist in the performance of said duties, subject to the approval of the Board of Directors. The Secretary shall further be the financial officer of the Corporation.
(h) Salary. Each Director of the County Public School Endowment Corporation shall be paid $100 from endowment funds for each official meeting of the Endowment Board attended. Officers also serving as Directors shall not be compensated separately as an officer.
(i) Attorney. The Board of Directors shall also be allowed to employ legal counsel by a majority vote of said Board and shall be allowed to fix the attorney’s salary from time to time.
(6) Indemnification.
(a) Indemnification of Directors and officers. The Corporation shall indemnify any person made a party to any action, suit, or proceeding by reason of the fact that he or she, as testator or intestate, is or was a Director or officer of the Corporation, against the reasonable expense, including attorney’s fees actually and reasonably incurred in connection with the defense of such action, suit, or in conjunction with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding; that such officer or Director is liable for negligence or misconduct in the performance of his or her duties.
(b) Reimbursement. The Corporation may also reimburse to any such Director or officer the reasonable costs of settlement of any such action, suit or proceeding, if it shall be found by a majority of a committee composed of the Directors not involved in the matter in controversy (whether or not a quorum that it was to the interest of the corporation that such settlement be made and that such Director or officer was not guilty of negligence or misconduct). Such rights of indemnification or reimbursement shall not be deemed exclusive of any other rights to which such Director or officer may be entitled apart from the provisions of this division (A)(6).
(7) Contracts, checks, notes, and the like. All contracts and agreements authorized by the Board of Directors, and all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money, shall, unless otherwise directed by the Board of Directors, or unless otherwise required by law, be signed by either of the following officers: President and Secretary-Treasurer.
(8) Amendments. A majority of the Directors of the County Public School Endowment shall have the authority to recommend alterations, amendments, or repeal of all or part of this division (A)(8) to the Board of Commissioners and County Council which shall have the power by majority vote of each body to approve or reject such changes.
(B) (1) Division (A) above, originally dated August 22, 2000, is hereby approved as amended this date to clarify that officers of the Corporation who are also directors receive only the pay established for Directors.
(2) Division (A) above is hereby ordered appended to this section and be made part of the official record of the Council.
(3) Each Director of the County Public School Endowment Corporation shall be paid $100 from endowment funds for each official meeting of the Endowment Board attended.
(4) All past actions of the County Public School Endowment Corporation which are consistent with the County Council’s intent as expressed in this division (B) are hereby ratified.
(Ord. 06-02-2008, passed 6-2-2008; Council Ord. 06-02-2008, passed 6-17-2008; Ord. 2008-07-12-08-1, passed 7-12-2008)