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Club Foundation -- Number of Directors?

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  • Charlie Pikscher
    Hi all-- Question for the Division. eKiwanis recently updated our Club Bylaws to require only 3 directors. We tried to update our Foundation Bylaws as well,
    Message 1 of 5 , Aug 4 1:46 PM
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      Hi all--

      Question for the Division.  eKiwanis recently updated our Club Bylaws to require only 3 directors.  We tried to update our Foundation Bylaws as well, but KI told me that our Foundation still needed 5 directors.

      The only reference to the number of Foundation directors I've found is in http://community.kiwanisone.org/media/p/2153.aspx.  I looked (briefly) through the KI Bylaws and the KI Policies and Procedures, I didn't find anything except reference to the number of directors for the Club.

      Thoughts?  We've always had the Club Board and the Foundation Board be the same people (and the Foundation Bylaws seems to enforce this).  But do we now need 2 extra people that will be on the Board of Directors for our Foundation, but not for our Club?

      Did anyone else try to do this?

      So far, I've only been talking to Joan Wilson at KI.  But (with Tony's help), I'd be happy to discuss the matter with the District or with our International Trustee. :)

      Thanks,
      Charlie
    • Terri Johnson
      Hi Charlie,   We haven t tried to update our foundation bylaws so I don t know.   Sorry,   Terri ________________________________ From: Charlie Pikscher
      Message 2 of 5 , Aug 4 3:49 PM
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        Hi Charlie,
         
        We haven't tried to update our foundation bylaws so I don't know.
         
        Sorry,
         
        Terri

        From: Charlie Pikscher <cpikscher@...>
        To: I-I Kiwanis Division 8 <iidivision8@yahoogroups.com>
        Sent: Sunday, August 4, 2013 3:46 PM
        Subject: [I-I Kiwanis Division 8] Club Foundation -- Number of Directors?
         
        Hi all--

        Question for the Division.  eKiwanis recently updated our Club Bylaws to require only 3 directors.  We tried to update our Foundation Bylaws as well, but KI told me that our Foundation still needed 5 directors.

        The only reference to the number of Foundation directors I've found is in http://community.kiwanisone.org/media/p/2153.aspx.  I looked (briefly) through the KI Bylaws and the KI Policies and Procedures, I didn't find anything except reference to the number of directors for the Club.

        Thoughts?  We've always had the Club Board and the Foundation Board be the same people (and the Foundation Bylaws seems to enforce this).  But do we now need 2 extra people that will be on the Board of Directors for our Foundation, but not for our Club?

        Did anyone else try to do this?

        So far, I've only been talking to Joan Wilson at KI.  But (with Tony's help), I'd be happy to discuss the matter with the District or with our International Trustee. :)

        Thanks,
        Charlie
      • John Peter Curielli
        Charlie, State handbook says: Directors There must be at least three (3) directors. They do not have to be Illinois residents or corporation members, but you
        Message 3 of 5 , Aug 5 12:19 PM
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          Charlie,

           

          State handbook says:

           

          Directors

          There must be at least three (3) directors. They do not have to be Illinois residents

          or corporation members, but you may require these restrictions or

          impose any other qualifications you choose. Restrictions and qualifications

          may be set forth on the Articles of Incorporation under the Other Provisions

          section, or you may leave restrictions and qualifications to be set forth in the

          corporate by-laws.

           

          Is it possible that your original Articles of Incorporation required five?

          International may have a copy on file.

           

          Yours truly,

          John Peter

          Law Offices of John Peter Curielli, P.C.
          __________________________________________________________________________________
          John Peter Curielli | Senior Partner
          126 S. Northwest Hwy, Barrington , IL 60010 | phone 847-381-7555 x 101| fax 847-381-7578 |
          JohnPeter@...   | Please visit www.Curielli.com

          CONFIDENTIALITY NOTICE: This communication is confidential, may be privileged and is meant only
          for the intended recipient. If you are not the intended recipient, please notify the sender ASAP and delete
          this message from your system.

          IRS CIRCULAR 230 NOTICE: To the extent that this message or any attachment concerns tax matters, it
          is not intended to be used and cannot be used by a taxpayer for the purpose of avoiding penalties that may
          be imposed by law.

           


          From: iidivision8@yahoogroups.com [mailto:iidivision8@yahoogroups.com] On Behalf Of Charlie Pikscher
          Sent: Sunday, August 04, 2013 3:46 PM
          To: I-I Kiwanis Division 8
          Subject: [I-I Kiwanis Division 8] Club Foundation -- Number of Directors?

           

           

          Hi all--

           

          Question for the Division.  eKiwanis recently updated our Club Bylaws to require only 3 directors.  We tried to update our Foundation Bylaws as well, but KI told me that our Foundation still needed 5 directors.

           

          The only reference to the number of Foundation directors I've found is in http://community.kiwanisone.org/media/p/2153.aspx.  I looked (briefly) through the KI Bylaws and the KI Policies and Procedures, I didn't find anything except reference to the number of directors for the Club.

           

          Thoughts?  We've always had the Club Board and the Foundation Board be the same people (and the Foundation Bylaws seems to enforce this).  But do we now need 2 extra people that will be on the Board of Directors for our Foundation, but not for our Club?

           

          Did anyone else try to do this?

           

          So far, I've only been talking to Joan Wilson at KI.  But (with Tony's help), I'd be happy to discuss the matter with the District or with our International Trustee. :)

           

          Thanks,

          Charlie

        • Charlie Pikscher
          Hi John-- I m trying to update our Foundation Bylaws with Kiwanis International first. After I cross that hurdle I ll start the process of updating our
          Message 4 of 5 , Aug 5 1:09 PM
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            Hi John--

            I'm trying to update our Foundation Bylaws with Kiwanis International first.  After I cross that hurdle I'll start the process of updating our documents with the state.

            The hold up is member services at Kiwanis International.  They are claiming that when the international board reduced the requirement from 5 directors to 3 directors, it only applied to clubs, not foundations.  But I cannot find any official place that defines how many directors a foundation must have, just how many directors a club must have.  But our Foundation Bylaws define the officers and directors of the foundation to be the same as the officers and directors of the club -- so there is a conflict (as our club now only has 3 directors).

            FYI, IL does not make a distinction between officers and directors as we define them.  So if we have a Pres, Pres-Elect, Immediate Past Pres, Sec, Treas, and 3 Directors on our Foundation board, IL would count that as 8 directors.  So we are more than good in regard to IL state law.  Thanks, though!

            Charlie



            On Mon, Aug 5, 2013 at 2:19 PM, John Peter Curielli <johnpeter@...> wrote:
             

            Charlie,

             

            State handbook says:

             

            Directors

            There must be at least three (3) directors. They do not have to be Illinois residents

            or corporation members, but you may require these restrictions or

            impose any other qualifications you choose. Restrictions and qualifications

            may be set forth on the Articles of Incorporation under the Other Provisions

            section, or you may leave restrictions and qualifications to be set forth in the

            corporate by-laws.

             

            Is it possible that your original Articles of Incorporation required five?

            International may have a copy on file.

             

            Yours truly,

            John Peter

            Law Offices of John Peter Curielli, P.C.
            __________________________________________________________________________________
            John Peter Curielli | Senior Partner
            126 S. Northwest Hwy, Barrington, IL 60010 | phone 847-381-7555 x 101| fax 847-381-7578 |
            JohnPeter@...   | Please visit www.Curielli.com

            CONFIDENTIALITY NOTICE: This communication is confidential, may be privileged and is meant only
            for the intended recipient. If you are not the intended recipient, please notify the sender ASAP and delete
            this message from your system.

            IRS CIRCULAR 230 NOTICE: To the extent that this message or any attachment concerns tax matters, it
            is not intended to be used and cannot be used by a taxpayer for the purpose of avoiding penalties that may
            be imposed by law.

             


            From: iidivision8@yahoogroups.com [mailto:iidivision8@yahoogroups.com] On Behalf Of Charlie Pikscher
            Sent: Sunday, August 04, 2013 3:46 PM


            To: I-I Kiwanis Division 8
            Subject: [I-I Kiwanis Division 8] Club Foundation -- Number of Directors?

             

             

            Hi all--

             

            Question for the Division.  eKiwanis recently updated our Club Bylaws to require only 3 directors.  We tried to update our Foundation Bylaws as well, but KI told me that our Foundation still needed 5 directors.

             

            The only reference to the number of Foundation directors I've found is in http://community.kiwanisone.org/media/p/2153.aspx.  I looked (briefly) through the KI Bylaws and the KI Policies and Procedures, I didn't find anything except reference to the number of directors for the Club.

             

            Thoughts?  We've always had the Club Board and the Foundation Board be the same people (and the Foundation Bylaws seems to enforce this).  But do we now need 2 extra people that will be on the Board of Directors for our Foundation, but not for our Club?

             

            Did anyone else try to do this?

             

            So far, I've only been talking to Joan Wilson at KI.  But (with Tony's help), I'd be happy to discuss the matter with the District or with our International Trustee. :)

             

            Thanks,

            Charlie


          • Charlie Pikscher
            FYI, an answer from KI: Charlie: We are currently reviewing the stated requirements for a club s foundation. At this time, the minimum director requirement
            Message 5 of 5 , Aug 7 7:32 PM
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              FYI, an "answer" from KI:

              Charlie:

              We are currently reviewing the stated requirements for a club's foundation. At this time, the minimum director requirement is 5. This requirement will require review by the International Board at their October meeting.

              Also under review is the club and club's foundation having identical Boards. While I do not have full details at this time, the IRS has concerns with a c4 Board controlling a c3 public foundation. More to follow as we have it.

              I know this is not the answer your club wants to here, but until the International Board reviews, we cannot approve the amendment as submitted for 3 directors.

              Warm regards,
              Joan


              On Sun, Aug 4, 2013 at 3:46 PM, Charlie Pikscher <cpikscher@...> wrote:
              Hi all--

              Question for the Division.  eKiwanis recently updated our Club Bylaws to require only 3 directors.  We tried to update our Foundation Bylaws as well, but KI told me that our Foundation still needed 5 directors.

              The only reference to the number of Foundation directors I've found is in http://community.kiwanisone.org/media/p/2153.aspx.  I looked (briefly) through the KI Bylaws and the KI Policies and Procedures, I didn't find anything except reference to the number of directors for the Club.

              Thoughts?  We've always had the Club Board and the Foundation Board be the same people (and the Foundation Bylaws seems to enforce this).  But do we now need 2 extra people that will be on the Board of Directors for our Foundation, but not for our Club?

              Did anyone else try to do this?

              So far, I've only been talking to Joan Wilson at KI.  But (with Tony's help), I'd be happy to discuss the matter with the District or with our International Trustee. :)

              Thanks,
              Charlie

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