By-Laws of the Tinmouth Community Fund

.doc TCF By-Laws

Purpose of the Fund

The Tinmouth Community Fund has three components; the donor-advised Fund held by the Vermont Community Foundation on behalf of the donor Town of Tinmouth, the Community Grant program of the Town of Tinmouth, and the Community Scholarship Program of the Town of Tinmouth. The purposes of the Tinmouth Community Fund and the Community Grant Fund are to provide funding of needed services and facilities for the well being of the citizens of and for the sense of community in the Town of Tinmouth. The Community Scholarship Program provides assistance to Tinmouth residents in paying for post-high school education, and for non-school-funded activities.

1. Governance

    1. 1.1. These are the Bylaws of the Tinmouth Community Fund Advisory Board of Directors (Board), a donor advisory board to the Vermont Community Foundation, and also the entity designated by the Tinmouth Select Board to operate the Town of Tinmouth’s Community Grant Program and Community Scholarship Program. These Bylaws are approved by the Town of Tinmouth Select Board.


    1. 1.2. The Board shall have the responsibility for the entire management of the business of the Fund, and for that purpose is vested with all the powers possessed by the Fund so far as this authority is not inconsistent with the laws of the State of Vermont and the By-Laws of the Vermont Community Foundation.


    1. 1.3. It is the responsibility of the Board to solicit and collect money for the Fund, forward funds to the Vermont Community Foundation to invest for maximum return, request funds annually from the Foundation for the Town of Tinmouth to expend on grants for activities in the Town of Tinmouth; to receive grant applications from projects and organizations in the Town of Tinmouth, process and approve these grants, to appoint committees to conduct specific tasks for the Board and approve their recommendations, to monitor the success of these grants, and hold meetings, including an annual meeting, to discuss the progress of the Fund with the citizens of Tinmouth.


    1. 1.4. The Office of the Fund shall be the Tinmouth Town Clerk’s Office, located at 9 Mountain View Road, Tinmouth VT 05773.


    1. 1.5. The fiscal year of the Fund shall be January 1 to December 31.


2. Members

    1. 2.1. A member of the Fund is a person who has contributed to the Fund in the preceding Fund year, or is a registered voter in the Town of Tinmouth.


    1. 2.2. Members enjoy the privileges of participating in the Annual Meeting, being appointed to committees, and standing for election as a Director.


3. Directors

    1. 3.1. A nominee for Director must have been a contributor to the Fund in the preceding Fund year, or a registered voter in the Town of Tinmouth.


    1. 3.2. The number of Directors shall be no more than nine (9), but no less than three (3), as set from time to time by the Directors at either the Annual Meeting or at a Special Meeting called for the purpose.


    1. 3.3. Directors shall serve a three year term. One third of the Directors shall be chosen at the annual meeting. Election may be by voice vote or show of hands, unless at least seven voters request a paper ballot. Each director shall serve until the Annual Meeting at which his or her term expires, or until his or her successor is duly elected and qualified.


    1. 3.4. Any vacancy in the office of Director may be filled by the remainder of the Board for the balance of the current year, or until a special members meeting called for that purpose shall fill such a vacancy.



    1. 4.1. The Annual Meeting of the Fund shall be held in Tinmouth, Vermont, in conjunction with Town Meeting. In the event the Annual Meeting is not held at Town Meeting the Board shall cause a meeting in lieu thereof to be held as soon thereafter as conveniently may be, and any business transacted or elections held at such meeting shall be valid as if transacted or held at the Annual Meeting.


    1. 4.2. The Board shall meet immediately after the Annual meeting of the members and at the same place to elect the officers of the Fund. No notice of such meeting need be given.


    1. 4.3. Periodic meetings of the Board of Directors shall be held in Tinmouth at such times as the Board of Directors shall determine.


    1. 4.4. Special meetings of the board of Directors may be held at any time or place whenever called by the President, the Vice President, the Secretary, or by a majority of the Directors.


    1. 4.5. Notice of a special meeting of the Board shall be given or emailed to each Director, stating the purposes thereof, by any officer or director. Notices and meetings shall comply with the Vermont open meeting laws.


    1. 4.6. A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business. A majority of the members of the Board shall be required to decide any questions brought before such meeting.


    1. 4.7. Members of the Board of Directors and members of any committee designated by the Board may participate in a meeting of such Board or committee by means of a conference telephone, Skype or other computer communication program, interactive television, or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting in such manner shall constitute presence in person at such meeting.


    1. 4.8. All meetings shall be duly warned and open to the public, as provided by Vermont Open meeting laws, except for portions of the meeting held in Executive Session.


    1. 4.9. Copies of minutes, orders, awards and other official documents of the Fund shall be on file at the Tinmouth Town Office.

5. Committees

    1. 5.1. The Board of Directors may designate committees for specific purposes. Members shall be appointed from among the Directors by the President.


    1. 5.2 Tinmouth Community Scholarship Program


      1. 5.2.1 A scholarship committee shall be appointed by the Board of Directors at the Annual Meeting. Notwithstanding 5.1, members of the Committee may be Directors or other members.


      1. 5.2.2 Higher Education Scholarships shall be for education beyond high school, including technical schools, apprenticeship programs, colleges and universities, and graduate schools. Additional scholarships may be available for non-school-funded activities for students of any age. Applications shall be open to any resident of Tinmouth.


      1. 5.2.3 The committee shall advertise the availability of such scholarships, invite applications from qualified students, interview applicants if desired, and make recommendations to the Board of Directors for approval.


      1. 5 .2.4. The Board shall set the annual amount available for the scholarship programs prior to advertising the availability of scholarships. The Committees will recommend the recipients and the amount to be given each one to the Board, which will have final approval.


6. Fiscal Responsibilities

    1. 6.1. The Board shall have the authority and responsibility to approve all expenditures.


    1. 6.2. The approval of any grant or scholarship shall be determined by a majority vote of the full Board.


    1. 6.3. It is the intention to have this Fund continue indefinitely, therefore, it shall be prudent for the Board to use constraint in the issuance of grants. As a guide, the Board should generally limit the annual outlay of expenditures to 5% of the fund balance at December 31st of the previous year, In rare circumstances the Board may spend more of the fund balance than the annual guidelines so long as the purpose of the funding meets the mission of the Fund, and is approved by majority of the Board.


    1. 6.4. The Fund balance used to calculate the annual expenditures shall be the fair market value of the Fund on the previous December 31, as reported by the Vermont Community Foundation’s Fund Report.


    1. 6.5. Any restricted donation/grant received by the Fund shall be administered by the Board in accordance with its provisions.


    1. 6.6. Neither the Board nor any officer shall have the authority to obtain credit against any current or future assets of the Fund.


    1. 6.7. The Treasurer shall coordinate with Vermont Community Foundation, make grant requests to it after approval by the Board, monitor progress of the donor advised fund at Vermont Community Foundation and funds held for Tinmouth Community Grant and Scholarship Program purposes by the Town Treasurer, and report periodically to the Board and to the Annual Meeting on the status of the Funds and the finances of the Tinmouth Community Grant and Scholarship Program.


7. Officers

    1. 7.1. The officers of the Fund shall be a President, Vice President, Treasurer, and Secretary, each of whom shall be elected by the Board. The Board may also appoint such other officers or agents as it may deem advisable, and prescribe the duties thereof.


    1. 7.2. The President shall be the chief executive officer of the Fund. He/She shall have all of the powers and duties which are usually vested in the Office of President of the Fund, together with such other duties as the Board shall designate. The President shall preside at all meetings of the Board.


    1. 7.3. The Vice President shall have such power and perform such duties as may be delegated to him/her by the Board. In the absence or disability of the President, the Vice President may perform the duties and exercise the powers of the President.


    1. 7.4. The Treasurer shall approve and pay all of the bills and keep the books of the Fund in accordance with good accounting practices. The Treasurer will prepare and sign orders for payments to grant or scholarship recipients approved by the Board. The Town Treasurer will prepare and sign checks for expenditures.


    1. 7.5. The Secretary shall keep the minutes of all meetings of the Directors and members and shall attend to the giving and serving of all notices to the Directors and Officers and other notices required by the By-Laws.


8. Compensation

    1. No salary or other compensation shall be paid to any officer, employee or agent of the Fund unless first voted by the Board of Directors.


9. Indemnification of Officers and Directors

    1. 9.1. Any officer or Director of the Fund now or hereafter serving as such shall be indemnified by the Fund against any and all claims and liabilities to which he/she has or shall become subject by reason of serving or having served as such officer or Director, or by reason of any action alleged to have been taken, omitted or neglected by him/her as such officer or Director; and the Fund shall reimburse each such person for all legal expenses reasonably incurred by him/her in connection with any such claim or liability.


    1. 9.2. The amount paid to any officer or Director by way of indemnification shall not exceed his/her actual, reasonable and necessary expenses incurred in connection with the matter involved.


    1. 9.3. The right of indemnification hereinabove provided for shall not be exclusive of any rights to which any officer or Director of the Fund may otherwise be entitled by law.


10. Amendment

    1. 10.1. The By-Laws may be amended, added to, or repealed by a majority of the Board, provided notice of the proposed changes is given in the notice of the meeting.


    1. 10.2. Changes in the Bylaws shall, upon approval by the Board, be presented to the Tinmouth Select Board for approval. They shall go into effect upon approval by the Select Board.


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The original bylaws were adopted by the directors at the Organizational Meeting of the Directors , held on the 6th day of December, 1999, and first amended November 28, 2000.

These revised Bylaws were adopted by the Board at a special meeting held on March 31, 2014, and approved by the Tinmouth Select Board on April 3, 2014.