Altoona Area Foundation Inc.
February 8, 2023
November 9, 2022
February 9, 2022
February 8, 2023 (Annual Meeting)
February 8, 2023
November 9, 2022
Traditional funding is not enough to fully support our community's commitment to excellence. Private support is an invaluable asset that can make a positive difference in providing opportunities not otherwise possible. The Altoona Area Foundation Inc. exists to strengthen our community by offering donor's opportunities to address community and/or educational needs.
Ed Bohn, President
Joe Wathke, Treasurer
Cheryl Meyer, Secretary
The Altoona Education Foundation was formed in 1993. It was primarily established as a way for individuals interested in promoting K-12 education to donate funds and have the funds administered by an outside agency. This gave potential donors a way to contribute items or money to the schools to enhance the curriculum and provide teachers with another source of funding. It also allowed individuals and estates a means to designate funds in their wills to education.
As the Foundation rolled out we introduced the STAR Grant and the PARR Scholarship as our two primary ways to request and receive money.
Educators frequently use the Star Grant application process to fund curricular events that are outside school funding. We have provided dollars to a range of activities including Science Class Projects, Family Reading Night, Hands on History Activity, and many field trips allowing students to learn leadership qualities.
Our most unique award is our PARR Scholarship; this award was established after our board determined all Scholarships were awarded on past performance not future plans. As part of our application process, students are not judged on their GPA alone, but on their goals and their potential to succeed in secondary education. Students also list obstacles they have overcome or special talents that will help them succeed. The money is not awarded until the student finishes their first semester of school.
Many people have used the foundation as a holding tank for Memorial Money to advance the departments past teachers and citizens promoted while they were alive. When we lost one of our past Administrators, Einar Pedersen, money was donated by his family to further our mission. He would have been proud to know that his memorial money has funded many scholarships.
In 2009, the Altoona Education Foundation changed its name to the Altoona Area Foundation. This was prompted when an individual offered an endowment of $5,000 if we would broaden the scope of our mission statement. The Board of Directors agreed that this was opportunity for the the Foundation to evolve, incorporate a broader scope and provide donors an opportunity to address community needs as well as educational needs. The Foundation will continue to cultivate excellence through the use of private revenues, focusing intent on scholarship enrichment, scholastic and professional recognition, program innovation, technology in learning, leadership development and civic/community involvement.
The Altoona Area Foundation Inc. seeks to cultivate excellence through the use of private revenues, focusing intent on the following objectives.
- To recognize and encourage outstanding academic achievement among our district students and educators.
- To inspire creative and innovative programs in educational, literary, arts, scientific and other charitable fields.
- To encourage local business, civic and private sector involvement with the community.
- To promote the incorporation of emerging technologies
The Altoona Area Foundation, Inc. supports only those areas of education and the community that are not typically funded by a school’s or city’s operating budget, such as:
Scholarship Enrichment: Provide enriched learning opportunities beyond the core curriculum, as well as scholarships for post secondary studies.
Recognition: Recognize and reward outstanding SCHOLASTIC AND PROFESSIONAL achievements.
Program Innovation: Promote, encourage and support creative and innovative program development.
Technology in Learning: Encourage projects and programs designed to incorporate the most recent technologies into the learning process.
Leadership Development: Support staff in developing and pursuing opportunities that produce leaders in creative education.
Civic - Community Involvement: In order to enhance the quality of life in Altoona we seek to promote interaction of educational, business, civic and community representatives.
ALTOONA AREA FOUNDATION INC.
ARTICLE I - OFFICES
1.1 Principal and Business Offices. The Foundation may have such principal and other business offices as the Board of Directors may designate or as the business of the Foundation may require from time to time.
1.2 Registered Office. The registered office of the Foundation required by the Wisconsin Business Corporation Law to be with the principal office in the State of Wisconsin, and the address of the registered office may be changed from time to time by the Board of Directors. The business office of the registered agent of the Foundation shall be identical to such registered office.
ARTICLE II - BASIC POLICIES
2.1 The following are basic policies of the Foundation:
(a) The Foundation shall be noncommercial, nonsectarian, and nonpartisan.
(b) The name of the Foundation or the names of any members in their official capacities shall not be used in any connection with a commercial concern or with any partisan interest or for any purpose not appropriately related to promotion of the objectives of the Foundation.
(c) The Foundation shall cooperate with the public and private schools, individuals, and area associations of Altoona to support the improvement of Altoona in ways which will not interfere with administration of the school district or governmental agencies, and shall not seek to control its policies.
(d) The Foundation may cooperate with other organizations and agencies concerned with the welfare of students of the school district, but persons representing the Foundation in such matters shall make no commitments that bind the Foundation without the prior consent or authority of the Foundation’s Board of Directors.
ARTICLE III - BOARD OF DIRECTORS
3.1 Power and Authority: The business affairs and property of the Foundation shall be managed by the Board of Directors.
3.2 Number Appointment and Term of Office: There shall be a minimum of seven (7) and a maximum of fifteen (15) persons on the Board of Directors who shall be nominated, elected or appointed and serve such terms as follows:
(a) One (1) Director shall be the Superintendent of the Altoona School District who shall serve by virtue of his office as long as he/she is Superintendent. The Superintendent is encouraged to attend the Foundation’s meetings.
(b) One (1) Director shall be an appointee of the Board of Education of the Altoona School District, from among its’ members, and shall serve for a term of one year.
(c) One (1) Director shall be an employee of the Altoona School District, who shall be selected by the Superintendent of Schools.
(d) One (1) Director shall be a high school student of the Altoona High School, who shall be selected by the existing Board of Directors.
(e) The remaining Directors, referred to herein as Directors-at-Large, shall be persons who have expressed a sincere interest in furthering the purposes of the Foundation. These Directors shall serve terms of three (3) years. The initial Directors-at-Large shall be those named in the Foundation’s Articles of Incorporation and shall serve until the expiration of their terms as set forth therein. Commencing with the annual meeting of the Board of Directors to be held in February, Directors-at-Large shall be nominated and elected by the Board of Directors at its annual meeting. Directors whose terms are expiring at said meeting shall have the right to participate in said election. Directors shall take office immediately following their election and shall serve until their successors are duly elected and qualified.
(a) Annual Meeting. The annual meeting shall be held during the first scheduled meeting of the year at such time and place as the President shall designate. The purpose of the annual meeting is to elect directors and officers and conduct such business as may properly come before the Board. Every year an annual report shall be completed and disseminated.
(b) Regular Meetings. Regular meetings may be established by resolution of the Board of Directors. All meetings shall use Robert’s Revised Rules of Order as a guideline.
(c) Special Meetings. Special meetings of the Directors, for purpose or purposes, unless otherwise prescribed by statute, may be called by the President or upon written request of five (5) or more Directors. Only such business as is designated in the notice may be discussed at a special meeting.
(d) Notice of Meetings. Written notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose(s) for which the meeting is called, shall be delivered not less than five (5) days nor more than thirty (30) days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or other officer or persons calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the Director at his/her address as it appears on the records of the corporation, with postage thereon prepaid.
(e) Waivers of Notice. Any Director may waive notice of any meeting and by attending any meeting without protesting lack of proper notice, shall be deemed to have waived notice thereof.
3.4 Resignation. Any Director may resign at any time by a written instrument to that effect filed with the Secretary.
3.5 Removal. Any Director-at-Large may be removed from office with or without cause at a regular or special meeting by a majority vote of all Directors then in office.
3.6 Vacancies. Vacancies of the Board caused by death, resignation or removal shall be filled at any meeting by a majority vote of the remaining Directors. Directors selected to fill vacancies on the Board shall serve the unexpired term associated with the vacant position.
3.7 Minutes. Minutes of each meeting of the Board of Directors and Committees shall be distributed to each board member in a timely manner.
3.8 Quorum and Voting Requirements. A simple majority of the Board of Directors then in office, or of the members of a committee, shall constitute a quorum for the transaction of business. A Director shall be deemed present at a meeting of the Board or of a committee if he/she participates by means of conference phone or similar communications equipment, but no Director shall vote by proxy. The vote of a simple majority of the Directors present at any meeting at which there is a quorum shall constitute the act of the Board, or of the committee, unless a larger vote is required pursuant to bylaw.
ARTICLE IV - OFFICERS
4.1 Officers. The Officers of the Board of Directors and of the Foundation shall be the President, one or more Vice Presidents, a Secretary, a Treasurer and such other offices as members of the Board of Directors may authorize. Any two (2) or more officers may be held by the same person, except the offices of President and Secretary, and the offices of President and Vice President.
4.2 Election and Term of Office. The President, one or more Vice Presidents, a Secretary, and a Treasurer of the Foundation shall be elected annually by the Board of Directors at its annual meeting. Each officer shall hold office for one (1) year or until his/her successors shall have been duly elected and qualified. Vacancies in any office of the Foundation occurring prior to the Annual Meeting of the Foundation shall be filled by action of the Board of Directors at any regular or special meeting of the Board.
4.3 President. The President shall be the senior officer of the Foundation and shall preside at all meetings of the Board of Directors and the Executive.
Committee. The President shall appoint all committees of the Board not otherwise provided for and shall be ex-officio, a member of each committee. He/she shall present a report at each annual meeting of the Board of Directors covering the operations during the preceding fiscal year. He/she may sign all papers, orders and documents requiring his/her signature, and perform such other duties as may be incumbent upon his/her office or as may be prescribed from time to time by the Bylaws. He/she shall not be compensated for his/her services. The Superintendent of Schools and the School Board Member Director are not eligible to be President or Vice President.
4.4 Vice President(s). The Vice President(s) shall perform those duties as assigned by the Board of Directors.
4.5 Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by resolution or bylaw; be custodian of the corporate records and see that the seal of the Foundation is affixed to all documents as required. The Secretary shall sign all documents as required by his/her office and shall perform such duties as may be assigned to his/her by the President. He/she shall not be compensated for his/her services unless specifically authorized by the Board of Directors.
4.6 Treasurer. The Treasurer shall be responsible for the custody of funds, properties and securities of the Foundation, and shall advise the Board of Directors respecting its financial condition and the handling of its monies and investments. He/she shall sign documents for the Foundation from time to time as required and shall perform such other duties as may be specifically assigned to him/her by the President. He/she shall not be compensated for his/her services unless specifically authorized by the Board of Directors.
ARTICLE V - COMMITTEES
5.1 In General. The Board of Directors shall by resolution establish such committees as it may determine is advisable. The President shall appoint the members thereof. The President shall be an ex-officio member of all committees. Committees may have public members but not less than two (2) Directors as members.
ARTICLE VI - CONFLICTS, LIABILITY AND INDEMNIFICATION
6.1 Disclosure and Voting. Any Director or officer having a material financial interest, or having an immediate family member with a material financial interest, in a contract or other transaction presented to the Board of Directors or a committee thereof for authorization, approval or ratification shall make a prompt, full and frank disclosure of such person’s interest to the Board or committee prior to its acting on such contract or transaction. Such disclosure shall include any relevant and material facts, known to such person, about the contract or transaction which might reasonably be construed to be adverse to the Foundation’s interest. The Board or committee to which such disclosure is made shall thereupon determine, by majority vote, whether the disclosure shows that a conflict of interest exists or can reasonably be construed to exist. If a conflict is deemed to exist, such person shall not vote on, nor use personal influence on, nor participate (other than to present factual information or respond to questions) in the discussions and deliberations with respect to such contract or transaction. Such person may be counted in determining the existence of a quorum at any meeting where the contract or transaction is under discussion or being voted upon. The minutes of the meeting shall reflect the disclosure made, the vote thereon and, where applicable, the abstention from voting and participation, and whether a quorum was present. For purposes of this section, a person shall be deemed to have “material financial interest” in a contract or to his/her transaction if such person is the party (or one of the parties) contracting or dealing with the Foundation, or is a director, trustee or officer of, or has a significant financial or influential interest in, the entity contracting with the Foundation. “Immediate family member” means natural, adoptive or marital grandparent, parent, sibling, child or grandchildren.
6.2 Liability of Member, Directors and Officers. No person shall be liable to the Foundation for any loss or damage suffered by it on account of any action taken or omitted to be taken by him/her as a director or officer of the Foundation, in good faith, if such a person:
(a) exercised and used the same degree of care and skill as a prudent person would have exercised or used under the circumstances in the conduct of his/her own affairs, or
(b) took or omitted to take such action in reliance upon advice of counsel for the Foundation or such statements made or information furnished by officers or employees of the Foundation which he/she had reasonable grounds to believe to be true. The foregoing shall not be exclusive of other rights and defenses to which he/she may be entitled as a matter of law.
6.3 Indemnification of Directors and Officers. Every person who is or was a director or officer of the Foundation shall, together with the heirs, executors and administrators of such person be indemnified by the Foundation against all costs, damages and expenses asserted against, incurred by or imposed upon him/her in connection with or resulting from any claim, action, suit or proceedings, including criminal proceedings, to which he/she is made or threatened to be made a party by reason of his/her being or having been such director or officer, except in relation to matters as to which he/she should be adjudged in such action, suit or proceeding. In the case of a criminal action, suit or proceeding, a conviction or judgment (whether based on a pleas of guilty or nolo contendere or its equivalent, or after trial) shall not be deemed an adjudication that such director or officer is found guilty of negligence or misconduct in the performance of his/her duties, if such director or officer was acting in good faith in what the director or officer considered to be the best interests of the Foundation with no reasonable cause to believe that the action was illegal.
The foregoing rights of indemnification shall be in addition to all rights to which directors or officers may be entitled as a matter of law, including but not limited to the provisions of Wis. Stats. 181.042 or any successor thereto.
The Foundation and its directors or officers shall not be liable to anyone for making any determination as to the existence or absence of liability, nor for making or refusing to make any payment hereunder on the basis of said determination, nor for taking or omitting to take any other action hereunder, in reliance upon the advice of counsel.
ARTICLE VII - SEAL
The Board of Directors shall provide a corporate seal which shall be in the form of a circle and have inscribed thereon the name: Altoona Area Foundation Inc. and the words “CORPORATE SEAL”.
ARTICLE VIII - FISCAL YEAR
The fiscal year of the Foundation shall begin on January 1 and end on the last day of December.
ARTICLE IX - AMENDMENTS
These Bylaws may be amended or restated by a majority vote of the Board of Directors at the Annual Meeting.