Foundation Bylaws - October 16, 2023 - DCSD Board Meeting Archive

BYLAWS

DEKALB SCHOOLS FOUNDATION, INC.

ARTICLE ONE
Name and Purpose

1.1 Name. The name of the Foundation is the DEKALB SCHOOLS FOUNDATION, INC. (the
“Foundation”).

1.2 Registered Office and Agent. The Foundation shall maintain a registered office in the State of
Georgia and shall have a registered agent whose address is the same as the address of the registered office.
Any changes thereto shall be made only in accordance with the Georgia Nonprofit Corporation Code and
by the execution and filing with the Secretary of State of such forms and other papers as are required by
the Secretary of State.

1.3 Other Offices. The Foundation may have other offices at such place(s) within or without the
State of Georgia as the Board of Trustees may determine from time to time or the affairs of the
Foundation may require or make desirable.

1.4 Purpose. The purposes of the Foundation are:

(a) to assist and support the DeKalb County School District (the “District”) in providing more
extensive and strengthened educational opportunities, service and programs to its constituent
schools, faculty, staff, current students and graduates, by soliciting and making gifts, grants,
bequests, devises, contributions and donations;

(b) to engage in activities such as, but not limited to, soliciting gifts for the Foundation and the
District, encouraging third-parties to enter into partnerships and alliances with the District,
and generating publicity for and on behalf of the Foundation and the District that, in each
case, will support the activities and operations of the District; and

(c) to have such other powers and engage in all activities permitted by the Georgia Nonprofit
Corporation Code and O.C.G.A. § 20-2-64; provided, however, that the Foundation is
organized and shall be operated exclusively for educational and charitable purposes as such
terms are defined by Section 501(c)(3) of the Internal Revenue Code, and no part of the
Foundation’s net earnings shall inure to the benefit of, or be distributable to its members,
trustees, officers, 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 herein. No substantial part of the
Foundation’s activities shall be the carrying on of propaganda, or otherwise attempting to
influence legislation (except as provided in Section 501(h) of the Internal Revenue Code), and
the Foundation shall not participate in, or intervene in any political campaign on behalf of or
in opposition to any candidate for public office, including the publishing or distributing of
statements. The Foundation shall comply with the District’s Statement of Non-
Discrimination in effect from time.

1.5 Distribution of Assets Upon Dissolution. In the event of the dissolution of the Foundation,
by lapse of time or otherwise, when it has, or is entitled to, any interest in any funds or property of any
kind, real, personal or mixed, such funds or property or rights shall not be transferred to private
ownership, but shall be transferred and set over to an organization which is exempt under Section
501(c)(3) of the Internal Revenue Code of 1986, and which is engaged in activities substantially similar to

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those of the Foundation carried out in furtherance of the purposes specified in Section 1.4 and, if none be
then in existence, then such funds or property or rights thereto shall be charged with a charitable public
trust and shall be thereafter administered and applied to public charitable purposes by a trustee or
trustees to be appointed pursuant to law by the Chief Judge of the Superior Court of DeKalb County,
Georgia.

ARTICLE TWO
Board of Trustees

2.1 Authority and Responsibility of the Board of Trustees. The direction and management of
the affairs of the Foundation and the control and disposition of its properties and funds shall be vested in
a Board of Trustees (the "Board"). All powers, duties, and functions of the Foundation conferred by the
Articles of Incorporation, Bylaws or otherwise by law shall be exercised, performed, or controlled by the
Board. The Board shall determine the Foundation's policies or changes thereto and shall actively
prosecute its purposes and objectives and supervise the disbursement of its funds. The Board may adopt,
by majority vote, such rules and regulations for the conduct of its business and the business of the
Foundation as it deems advisable and may delegate certain of its authority and responsibility to an
executive committee as further provided herein. Under no circumstances, however, shall any actions be
taken which are inconsistent with the Articles of Incorporation and these Bylaws, and the fundamental
and basic purposes of the Foundation, as expressed in the Articles of Incorporation and these Bylaws.

2.2 Board of Trustees. The Trustees shall consist of not less than [five (5)] nor more than [thirteen
(13)] Trustees, one (1) of whom shall be the Superintendent of the District.

2.3 Manner of Appointment. The initial number of Trustees shall be set by the DeKalb County
Board of Education, who shall also appoint the initial Trustees, other than the Superintendent.

2.4 Terms of Office. Other than the Superintendent, the initial Trustees shall be divided, as near as
possible, into two evenly-numbered groups. The Trustees in the first group shall serve a term ending on
[June 30, 2022], and the Trustees in the second group shall serve a term ending on [June 30, 2023].
Thereafter, the successor Trustees shall serve terms of two (2) years. Trustees other than the
Superintendent may serve for up to [three (3)] consecutive terms, at which time such Trustee shall be
ineligible for service as a Trustee for a period of one (1) year.

2.5 Vacancies. At any time there is a vacancy in any Trustee position, other than the
Superintendent, such vacancy may be filled at any time by majority vote of the Trustees then in office,
though less than a quorum, or by the sole remaining Trustee. Any Trustee appointed as a successor
Trustee because of the premature termination of another Trustee's term shall serve the unexpired term for
the Trustee whose service was ended prematurely.

2.6 Removal. A Trustee may be removed with or without cause, at any regular, special or annual
meeting of the Board, by the affirmative vote of two-thirds (2/3) of the Trustees then in office, provided
that notice of the intention to act upon such matter shall have been given in the notice calling such
meeting. The successor to a removed Trustee may be appointed to serve the unexpired term as set forth
in Section 2.5, at any time following the removal of such Trustee.

2.7 Qualifications of Trustees. Trustees shall be natural persons who are eighteen (18) years of
age or older. Trustees need not be residents of DeKalb County, Georgia, but should have significant
connections to the District and/or DeKalb County.

2.8 Attendance at Meetings. Members of the Board shall attend all meetings unless the absence is
unavoidable. To remain on the Board, each Trustee shall be required to attend not less than sixty percent
(60%) of the meetings of the Board held in any fiscal year pursuant to these Bylaws, and any Trustee who
fails to meet such attendance criteria shall be deemed to have resigned from the Foundation.

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2.9 Compensation. Trustees shall not be paid any salary or any remuneration for their services
associated with the Foundation, but they may be reimbursed for any authorized expenditure incurred if
such expense received prior approval from the Board or executive committee. Trustees shall receive no
actual or potential benefit through their office and shall fully disclose any potential conflicts of interest to
the Chairman. At the option of the Chairman, a Trustee may be recused from any decision which may
directly result in personal benefit to the Trustee or the Trustee's family.

ARTICLE THREE
Meetings of the Board of Trustees

3.1 Place of Meetings. Meetings of the Board may be held at any place within or without the State
of Georgia as set forth in the notice thereof or in the event of a meeting held pursuant to waiver of notice,
as may be set forth in the waiver, or if no place is so specified, at the principal office of the Foundation.

3.2 Annual Meeting. The annual meeting of the Board shall be held at such place as the Board
shall determine and on such day and at such time as the Board shall designate. Unless waived as
contemplated in Section 4.2, notice of the time and place of such annual meeting shall be given by the
Secretary either personally, or by telephone, by email, or by mail, not fewer than ten (10) nor more than
fifty (50) days before such regular meeting.

3.3 Regular Meetings. Regular meetings of the Board shall be held from time to time between
annual meetings at such times and at such places as the Board may prescribe by fixing a schedule thereof.
Notice of the time and place and the schedule of each regular meeting shall be given by the Secretary
either personally, by telephone, by email, facsimile or other electronic communication, or by mail, not
fewer than ten (10) days before the first regular meeting.

3.4 Special Meetings. Special meetings of the Board shall be held from time to time between
regular meetings at such times and at such places as the Board may prescribe. Notice of the time and
place of each such regular meeting shall be given by the Secretary either personally, by telephone, by
email, facsimile or other electronic communication, or by mail, not fewer than three (3) nor more than
fifty (50) days before such meeting. Special meetings may be called by the Chairman, the Superintendent
of the DeKalb County Board of Education, or upon the written request of three (3) or more Trustees.

3.5 Waiver. Attendance at or participation in a meeting by a Trustees waives any required notice to
him or her of such meeting, unless the Trustee at the beginning of the meeting (or promptly upon his or
her arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter
vote for or assent to action taken at the meeting.

3.6 Quorum. At any meeting of the Board, a majority of the Trustees then in office shall be
necessary to constitute a quorum for the transaction of business.

3.7 Vote Required for Action. Except as otherwise provided in these Bylaws or by law, the
affirmative vote of a majority of Trustees present at a meeting at which a quorum is present shall be the
act of the Board. Abstention from voting or the failure of a Trustee to vote shall not be counted as an
affirmative vote.

3.8 Telephonic and Virtual Meetings. Trustees may participate in and hold a regular or special
meeting by, or conduct the meeting through the use of, any means of communication by which all
participating in the meeting may simultaneously hear each other during the meeting. Participation in
such a meeting by these means shall constitute presence in person at the meeting, except where a person
participates in the meeting for the express purpose of objecting to the transaction of any business because
the meeting is not lawfully called or convened, in accordance with Section 3.5.

3.9 Adjournments. A meeting of the Board, whether or not a quorum is present, may be adjourned
by a majority of the Trustees present to reconvene at a specific time and place. It shall not be necessary to
give notice of the reconvened meeting or the business to be transacted other than by announcement at the
meeting which was adjourned. The Chairman and Secretary shall make every reasonable effort to give

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notice to members of the reconvened meeting. At any such reconvened meeting at which a quorum is
present, any business may be transacted which could have transacted at the meeting which was
adjourned.

3.10 Procedural Rules. All meetings of the Board of Trustees shall be conducted in accordance with
the most recent version of Robert’s Rules of Order.

ARTICLE FOUR
Notice and Waiver

4.1 Procedure. Whenever these Bylaws require notice to be given to any Trustee, the notice shall be
given in writing within the applicable time period prescribed in Article Three. Whenever notice is given to
a Trustee by mail, the notice shall be sent by first class mail by depositing the same in a post office or
letter box in a postage prepaid sealed envelope addressed to the Trustee at his or her address as it appears
in the current records of the Foundation, and such notice shall be deemed to have been given at the time
the same is deposited in the United State Mail. Notice shall be deemed to have been given by electronic
mail, facsimile or other electronic communication at the time a “read receipt”, “confirmation of receipt” or
other similar indicia of receipt is received by the sender.

4.2 Waiver. Whenever any notice is required to be given to any Trustee by law, by the Articles of
Incorporation, or by these Bylaws, a Trustee may waive any such notice before or after the date and time
stated in the notice. Except as provided in Section 3.5, the waiver must be in writing signed by the
Trustee entitled to such notice and delivered to the Foundation for inclusion in the minutes or filing with
the Foundation’s records.

ARTICLE FIVE
Officers

5.1 Number and Qualifications. The executive officers of the Foundation shall consist of a
Chairman, Vice-Chairman, Secretary, Treasurer and Executive Director. The Board shall from time to
time create and establish the duties of such other officers or assistant officers as it deems necessary for the
efficient management of the Foundation. Any two (2) or more offices may be held by the same person,
except that neither the Chair nor the Executive Director shall not also serve in any other officer position.

5.2 Election and Term of Office. The officers of the Foundation, including the Chairman, Vice-
Chairman and Secretary, but excepting the Treasurer and Executive Director, shall be elected by the
Board and shall serve until the first annual meeting of the Board; thereafter, such officers shall be elected
annually by the Board by vote of the Trustees as provided in Article Three at the annual meeting, for terms
of one (1) year, or until their earlier death, resignation, removal, retirement, or disqualification. Any other
officers or assistant officers appointed by the Board under these Bylaws shall serve at the pleasure of the
Board or until their earlier death, resignation, removal, retirement or disqualification.

5.3 Other Agents. The Board may appoint from time to time such agents as it may deem necessary
or desirable, each of whom shall hold office at the pleasure of the Board, and shall have such authority and
perform such duties and shall receive such reasonable compensations, if any, as the Board may from time
to time determine.

5.4 Removal. Any officers or agents elected or appointed by the Board may be removed by the
Board whenever in its judgment the best interests of the Foundation will be served thereby.

5.5 Vacancies. A vacancy in any office at any time and from any cause may be filled for the
unexpired term at any meeting of the Board.

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5.6 Chairman.

(a) The Chairman shall be a member of the Board and shall preside at all meetings of the
Board.

(b) The Chairman shall serve also as a member, with right to vote, of any executive
committee of the Board and as a voting, ex-officio member of any and all other
committees of Trustees.

(c) The Chairman shall be authorized to sign grant requests, statements, and reports
required to be filed with state and federal officials or agencies; and the Chairman shall be
authorized to enter into any contract or agreement and to execute in the corporate name,
along with the Treasurer or Secretary, any instrument or other writing; and he or she
shall see that all orders and resolutions of the Board are carried into effect.

(d) The Chairman shall have the right to supervise and direct the management and operation
of the Foundation and to make all decisions as to policy and otherwise which may arise
between meetings of the Board, and other officers and employees of the Foundation shall
be under his or her supervision and control during such interim.

(e) The Chairman and Superintendent shall provide regular updates, but not less frequently
than twice annually, to the DeKalb County Board of Education, on the Foundation’s
activities including its revenues and expenditures.

(f) The Chairman shall perform such other duties and have such other authority and powers
as the Board may from time to time prescribe.

5.7 Vice-Chairman.

(a) The Vice-Chairman shall be a member of the Board of Trustees.

(b) The Vice-Chairman shall perform the duties of the Chairman in the Chairman’s absence
or inability to serve.

(c) The Vice-Chairman shall be authorized to sign grant requests, statements, and reports
required to be filed with the state and federal officials or agencies, in each case at the
direction of the Chairman or Board.

(d) The Vice-Chairman shall perform such other duties and have such other authority and
power as the Board and/or Chairman may from time to time prescribe.

(e) The Vice-Chairman shall support the Foundation and the Board by assisting with
committee work and/or special projects as deemed necessary by the Board, Chairman,
Executive Director, and/or executive committee (if any).

5.8 Secretary.

(a) The Secretary shall be a member of the Board of Trustees.

(b) The Secretary shall attend all meetings of the Board and record, or cause to be recorded,
all votes, actions, and the minutes of all proceedings in a book to be kept for that purpose
and shall perform, or cause to be performed, like duties for the executive and other
committees when required.

(b) The Secretary shall give, or cause to be given, notice of all meetings of the Board.

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(c) The Secretary shall keep in safe custody of the seal of the Foundation and, when
authorized by the Board or the Chairman, affix it to any instrument requiring it. When so
affixed, it shall be attested by his or her signature or by the signature of the Treasurer or
an assistant Secretary.

(d) The Secretary shall perform such other duties and have such other authority and powers
as the Board may from time to time prescribe or as the Chairman may from time to time
delegate.

5.9 Treasurer.

(a) The Chief Financial Officer of the District shall (or shall assign a member or members of
his or her staff to) execute the duties of Treasurer of the Foundation.

(b) The Treasurer shall have the custody of the Foundation’s funds and securities and shall
keep full and accurate accounts of receipts and disbursements of the Foundation and
shall deposit all monies and other valuables in the name and to the credit of the
Foundation into depositories designated by the Board.

(c) The Treasurer shall disburse the funds of the Foundation as directed by the Board and
prepare financial statements each month or at such other intervals as the Board shall
direct.

(d) The Treasurer shall not be a Trustee and shall have no right to vote on any matter(s)
submitted to the Trustees.

5.10 Executive Director. The Superintendent of the District shall appoint the Executive Director of
the Foundation, who shall be an employee of the District. The Executive Director may be removed at any
time by the Superintendent, and his or her service as Executive Director shall terminate immediately
upon the termination of his or her employment with the District. The Executive Director shall oversee the
day-to-day operations of the Foundation and shall perform such other duties as the Board may establish
from time to time. For the avoidance of doubt, the Executive Director shall not serve as a Trustee and
shall have no right to vote on any matter(s) submitted to the Trustees.

ARTICLE SIX
Committees of Trustees

6.1 Executive Committee. The Board may, by resolution adopted by a majority of the Board,
designate from among its members an executive committee which shall consist of three (3) or more
Trustees. Such executive committee shall, to the extent provided in such resolution, have and exercise the
authority of the Board in the management of affairs of the Foundation for and during the time(s) set forth
in such resolution. However, the designation of such executive committee and the delegation of authority
thereto shall not operate to relieve the Board, or any individual Trustee, of any duty or obligation
otherwise imposed upon them by law.

6.2 Other Committees of Trustees. Other committees, each consisting of one (1) or more
Trustees, not having and exercising the authority of the Board in the management of the Foundation, may
be designated by a resolution adopted by a majority of Board present at a meeting at which a quorum is
present. Except as otherwise provided in such resolution or in these Bylaws, members of each such
committee shall be appointed by the Chairman with the approval of the Board. Any member of any
committee may be removed by the person or persons authorized to appoint such member whenever in
their judgment the best interests of the Foundation shall be served by such removal.

6.3 Authority of Committees. Notwithstanding anything herein to the contrary, a committee may
not:

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(a) Authorize the payment of a dividend or any part of the income or profit of the Foundation
to its Trustees or officers, or any other person or entity;

(b) Approve or recommend the dissolution, merger, or the sale, pledge or transfer of all or
substantially all of the Foundations assets;

(d) Adopt, amend, or repeal the Articles of Incorporation or Bylaws.

6.4 Terms of Appointment. Each member of a committee shall continue as such until the next
annual meeting of the Board and until his or her successor is appointed, unless the committee shall be
sooner terminated, or unless such member shall be removed from such committee at any time by majority
vote of the Board, or unless such member shall cease to qualify as a member thereof.

6.5 Committee Chair. One (1) member of each committee shall be appointed the chair thereof by
plurality vote of the committee.

6.6 Vacancies. Vacancies in the membership of any committee may be filled by appointment made
in the same manner as provided in the case of the original appointments.

6.7 Quorum. Unless otherwise provided in the resolution of the Board designating a committee, a
majority of the whole committee shall constitute a quorum, and the act of a majority of members present
at a meeting at which a quorum is present shall be the act of the committee.

6.8 Rules. Each committee may adopt rules for its own government, so long as such rules are not
inconsistent with these Bylaws or with rules adopted by the Board from time to time. Notwithstanding
anything herein to the contrary, the provisions of Article Three shall apply to all committees established
hereunder.

ARTICLE SEVEN
Contracts, Deposits, Gifts and Expenditure of Funds

7.1 Contracts. The Chairman and Executive Director may enter into any contract or execute and
deliver any instrument in the name and on behalf of the Foundation, as approved by the Board.

7.2 Deposits. All funds of the Foundation shall be deposited from time to time to the credit of the
Foundation. The Treasurer shall deposit all funds of the Foundation.

7.3 Gifts. The Board may accept on behalf of the Foundation any contribution, gift, bequest, grant or
devise for the general purposes of the Foundation or for purposes designated by the specific donor. The
Board may, from time to time, enact a gift acceptance policy which sets forth more specifically the
process, procedures and requirements with respect to the acceptance of gifts of designated funds.
However, no designated gifts will be used for the purposes contrary to the enacted policies of the DeKalb
County Board of Education, the Internal Revenue Code of 1986, or the purposes permitted hereunder.

7.4 Expenditure of Funds. Expenditures of designated funds will be expended for such purposes
and follow procedures set forth by the grantor, to the extent not otherwise inconsistent herewith.
Expenditures of undesignated or general funds shall be designated by the Board for a specific purpose and
shall specify the intended recipient(s) of such funds. All expenditures in the amount of five thousand
dollars ($5,000.00) or more shall be approved by the Board. All checks shall require two signatures, one
being the Executive Director’s and one being the Treasurer’s.

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ARTICLE EIGHT
Indemnification and Insurance

8.1 Indemnification. In the event that any person who was or is a party to or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative, or investigative, seeks indemnification from the Foundation against expenses, including
attorney's fees (and in the case of actions other than those by or in the right of the Foundation, judgments,
fines and amounts paid in settlement), actually and reasonably incurred by him or her in connection with
such action, suit or proceeding by reason of the fact that such person is or was a Trustee, officer,
employee, director or agent of the Foundation, or is or was serving at the request of the Foundation as a
trustee, officer, employee, director or agent of another organization or entity, domestic or foreign, non-
profit or for profit, partnership, joint venture, trust, or other enterprise, then, unless such indemnification
is ordered by a court, the Board, without participation of such person(s), shall determine, or cause to be
determined, in the manner provided under Georgia law, whether or not indemnification is proper under
the circumstances because the person claiming such indemnification has met the applicable standards of
conduct set forth in Georgia law; and, to the extent it is so determined that such indemnification is
proper, the person claiming such indemnification shall be indemnified by the Foundation to the fullest
extent now or hereafter permitted by Georgia law.

8.2 Indemnification Not Exclusive of Other Rights. The indemnification provided in Section
8.1 shall not be deemed exclusive of any other rights to which those seeking indemnification may be
entitled under the Articles of Incorporation or Bylaws, or any agreement, vote of Trustees or disinterested
Trustees, or otherwise, both as to action in his or her official capacity and as to action in another capacity
while holding such office, and shall continue as a person who has ceased to be a Trustee, officer,
employee, director or agent and shall inure to the benefit of their heirs, executors, and administrators of
such a person.

8.3 Insurance. To the extent permitted by Georgia law and as the Board may determine from time
to time, the Foundation may purchase and maintain directors and officers liability insurance on behalf of
any person who is or was a Trustee, officer, employee, director or agent of the Foundation, or is or was
serving at the request of the Foundation as a Trustee, officer, employee, director, or agent of another
organization or entity, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or
other enterprise.

ARTICLE NINE
Miscellaneous

9.1 Books and Records. The Foundation shall keep correct and complete books and records of
account and shall also keep minutes of the proceedings of its Board and committees having any of the
authority of the Board. The Foundation shall keep at its registered or principal office a record giving the
names and addresses of the Trustees.

9.2 Foundation Seal. The Foundation seal (of which there may be one or more exemplars) shall be
in such form as the Board may from time to time determine.

9.3 Fiscal Year. Except for the initial fiscal year, the fiscal year of the Foundation shall begin on
July 1 and end on the next following June 30.

9.4 Internal Revenue Code. All references in these Bylaws to sections of the Internal Revenue
Code shall be considered references to the Internal Revenue Code of 1986, as the same may be amended
from time to time, to the corresponding provisions of any applicable future United State Internal Revenue
Code, and to all regulations issued under such sections and provisions.

9.5 Construction. Whenever the context so requires, the masculine shall include the feminine and
neuter, and the singular shall include the plural conversely. If any portion of these Bylaws shall be
invalid or inoperative, then, so far as it reasonable and possible:

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(a) The remainder of these Bylaws shall be considered valid and operative.

(b) Effect shall be given to the intent manifested by the portion held invalid or inoperative.

9.6 Headings. The headings are for organization, convenience, and clarity. In interpreting these
Bylaws, they shall be subordinated in importance to the text hereof.

9.7 Relation to Articles of Incorporation. The Bylaws are subject to, and governed by, the
Articles of Incorporation.

ARTICLE TEN
Amendments

10.1 Power to Amend Bylaws. The Board shall have the power to alter, amend or repeal these
Bylaws or adopt new bylaws; provided, however, the exercise of such power shall be contingent upon such
proposed alteration, amendment, or repeal having been presented to the DeKalb County Board of
Education and the DeKalb County Board of Education having acted to approve such alteration,
amendment, or repeal.

10.2 Conditions. Action by the Board with respect to these Bylaws shall be taken only by the
affirmative vote of a majority of all Trustees then holding office. Following approval by the Board, the
action shall be presented to the DeKalb County Board of Education for approval.

ARTICLE ELEVEN
Tax-Exempt Status

The affairs of the Foundation at all times shall be conducted in such a manner as to assure its status as a
"publicly supported" organization as defined in Section 509(a) of the Internal Revenue Code and so in
other ways to qualify for exemption from tax pursuant to Section 501(c)3 of the Internal Revenue Code.

[Signatures appear on following page]

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These Bylaws are hereby adopted by a majority vote of DeKalb Schools Foundation, Inc. Board of Trustees
on this the ________________ day of ________________, 2021.

Signed:

_______________________________________ _____________________, Board Chair

Affix corporate seal here:

These Bylaws are hereby adopted by a majority vote of the DeKalb County Board of Education on this the
________________ day of ________________, 2021.

Signed:

_______________________________________ ____________________, Board Chair

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