Article I: Name & Purpose

Section 1. Name
The name of the organization shall be The Stonitsch Foundation.

Section 2. Purpose
The Stonitsch Foundation is a nonprofit organization dedicated to planning and executing fundraising events for charities and nonprofit organizations. Funds raised through these events support causes aligned with the foundation’s mission, including:

• Financial assistance for pancreatic, lung, and colon cancer patients.
• Support for children in need.
• Animal protection and adoption efforts.

Article II: Membership

The Stonitsch Foundation shall not have general members. Governance and decision-making authority shall rest with the Board of Directors.

Article III: Board of Directors

Section 1. General Powers
The Board of Directors shall oversee the affairs of the foundation, including strategic planning, financial oversight, and mission fulfillment.

Section 2. Number & Composition
The Board shall consist of no fewer than three (3) and no more than fifteen (15) members, including:

• President
• Vice President
• Secretary 

Section 3. Term Length & Limits

• Board members shall serve a term of two (2) years, with the option for reappointment.

Section 4. Elections & Vacancies

• New directors shall be elected by a majority vote of the existing Board.
• Vacancies may be filled at any regular or special meeting of the Board.

Section 5. Resignation & Removal

• A board member may resign at any time by providing written notice to the President.
• A board member may be removed by a two-thirds (2/3) vote of the Board for misconduct, failure to fulfill duties, or actions contrary to the foundation’s mission.

Article IV: Officers & Duties

Section 1. Officers
The officers of the foundation shall include:

1. President (Chairperson) – Leads board meetings, represents the foundation, and ensures the mission is upheld.
2. Vice President (Vice Chairperson) – Assists the President and assumes responsibilities in their absence.
3. Secretary – Maintains records, board minutes, and legal documents.

Section 2. Officer Elections & Term Limits

• Officers, if any, shall be elected by the Board for a two (2)-year term.
• The President may dismiss an officer at any time. 
• A board member may resign at any time by providing written notice to the President.

Article V: Meetings

Section 1. Regular & Special Meetings

• The Board shall meet at least quarterly to discuss foundation business.
• Special meetings may be called by the President or a majority of board members.

Section 2. Quorum & Voting

• A majority of board members must be present to constitute a quorum.
• Decisions shall be made by simple majority vote unless otherwise specified.

Article VI: Financial Management

Section 1. Fiscal Year
The fiscal year of the foundation shall be January 1 – December 31.

Section 2. Use of Funds

• Funds raised shall be used solely for charitable event planning and donations to aligned causes.
• No funds shall benefit any individual board member or private entity.

Section 3. Financial Oversight

• The Treasurer shall maintain accurate financial records and provide quarterly financial reports.
• The Board may appoint an independent auditor if required for grant applications or state regulations.

Article VII: Conflict of Interest Policy

• Board members must disclose any conflicts of interest and recuse themselves from related decisions.
• No board member shall receive financial compensation beyond reasonable reimbursement for expenses incurred on behalf of the foundation.

Article VIII: Amendments

• These bylaws may be amended by a two-thirds (2/3) vote of the Board at any regular or special meeting.
• Proposed amendments must be circulated to board members at least 14 days before the vote.

Article IX: Dissolution

• Upon dissolution of the foundation, remaining assets shall be donated to qualified 501(c)(3) nonprofit organizations that align with the mission of the foundation.