Return to Homepage

Article I: Name and Purpose

Section 1.1 Name
The name of the organization is the Fong Foundation.

Section 1.2 Purpose
The purpose of the Fong Foundation is to [state the mission of the Fong Foundation]. Specifically, the foundation’s mission is to [describe the foundation's objectives, e.g., promote education, provide community service, support environmental initiatives, etc.].

Article II: Offices

Section 2.1 Principal Office
The principal office of the corporation is located at 3628 NW Endicott St., Camas, WA 98607.

Section 2.2 Other Offices
The Foundation may have other offices at such places as the Board of Directors may from time to time designate.

Article III: Membership

Section 3.1 Membership Eligibility
The Foundation shall not have members.

Article IV: Board of Directors

Section 4.1 General Powers
The business and affairs of the Fong Foundation shall be managed by the Board of Directors, who shall exercise all powers necessary and appropriate to carry out the Foundation’s purposes.

Section 4.2 Number, Election, and Term
The number of directors shall be no fewer than three (3) and no more than fifteen (15). Directors shall be elected by the Board at the annual meeting. Each director shall serve a term of 3 years and may be re-elected.

Section 4.3 Meetings

Regular Meetings: The Board of Directors shall meet at least annually at a date and time determined by the Board.
Special Meetings: Special meetings of the Board may be called by the President or by any two (2) directors upon notice given to all directors.
Notice of Meetings: Notice of meetings shall be given at least [7] days in advance, by Telegram, mail or email, to each director.

Section 4.4 Quorum and Voting

A quorum shall consist of a majority of the directors currently serving on the Board.
Decisions of the Board shall be made by a majority vote of those present at a meeting with a quorum.
Directors may also vote by proxy if authorized by the Board, or by email/phone in certain situations.

Section 4.5 Removal of Directors
A director may be removed with or without cause by a majority vote of the remaining directors.

Section 4.6 Vacancies
Any vacancy on the Board of Directors may be filled by the remaining directors, and the director appointed to fill the vacancy shall serve for the remainder of the term.

Article V: Officers

Section 5.1 Officers
The officers of the Fong Foundation shall consist of a President, Secretary, and Treasurer, and such other officers as may be determined by the Board.

Section 5.2 Election and Term of Office

Officers shall be elected by the Board of Directors at the first meeting of the year.
Officers shall serve a term of two years, but may be re-elected for consecutive terms.

Section 5.3 Duties of Officers

President: The President shall preside at all meetings of the Board, act as the primary representative of the Foundation, and have overall responsibility for the operations and activities of the Foundation.
Secretary: The Secretary shall keep accurate records of all meetings, maintain the official records of the Foundation, and ensure that proper notice is given for all meetings.
Treasurer: The Treasurer shall oversee the financial affairs of the Foundation, including the preparation of financial statements and reports, and ensure that funds are properly handled. They may appoint the president or another officer to handle specific financial tasks.

Article VI: Committees

Section 6.1 Standing Committees
The Board of Directors may establish standing committees as needed to carry out the Foundation’s work. These may include, but are not limited to:

Fundraising Committee
Audit Committee
Nominating Committee

Section 6.2 Special Committees
The Board may also create special committees as needed for specific tasks or projects.

Section 6.3 Committee Powers
Each committee shall have the authority granted to it by the Board of Directors, but no committee shall have the power to amend the Bylaws or approve major transactions of the Foundation.

Article VII: Financial Matters

Section 7.1 Fiscal Year
The fiscal year of the Foundation shall begin on January 1 and end on December 31 of each year.

Section 7.2 Financial Records
The Foundation shall maintain accurate financial records and accounts in accordance with generally accepted accounting principles. These records shall be open to inspection by any director at any reasonable time.

Article VIII: Indemnification

Section 8.1 Indemnification of Directors and Officers
The Foundation shall indemnify and hold harmless its directors, officers, and employees from liability arising out of their actions taken in good faith in the course of their duties, to the fullest extent allowed by law.

Article IX: Amendments to Bylaws

Section 9.1 Amendments
These Bylaws may be amended, altered, or repealed, and new Bylaws may be adopted, by a majority vote of the Board of Directors at any regular or special meeting. Notice of the proposed amendment must be given in writing at least [7] days before the meeting.

Article X: Miscellaneous Provisions

Section 10.1 Conflict of Interest
Directors and officers of the Foundation shall avoid conflicts of interest and disclose any financial or personal interests that may affect their decisions on matters relating to the Foundation.

Section 10.2 Non-Discrimination Policy
The Foundation shall not discriminate against any person on the basis of race, color, religion, national origin, sex, age, disability, or any other status protected by law.

Section 10.3 Dissolution
In the event of the dissolution of the Fong Foundation, its assets shall be distributed to a nonprofit organization with similar purposes, as determined by the Board of Directors, in accordance with applicable laws.

Adopted by the Board of Directors of the Fong Foundation on [Date].