Mission and Bylaws

Bylaws of The Janet & Rupert Banton Foundation

I. Mission and purpose

The mission of The Janet & Rupert Banton Foundation (hereinafter called “The Foundation”) is to support the academic advancement of students from communities in St. Elizabeth and enhance health and wellness in those same communities. The Foundation’s purpose is to transform the trajectory of the lives of individuals who may otherwise be limited in realizing their full potential.

II. Election, roles, and terms of board members and officers

The Foundation’s affairs shall be governed by a board of directors, elected to serve terms of two years (renewable). The board of directors shall total no fewer than five members and no more than fifteen members. All nominated members (or members being renewed) must be voted affirmatively by a two thirds majority of existing members and must meet all relevant regulatory requirements (e.g., “fit and proper standards” under the Jamaica Charities Act). The inaugural board may develop policies to provide for a “staggering” of the initial term and/or modest modifications of the two-year term (e.g., +/- 1 year) to allow for orderly onboarding of new members and to avoid disruptions to the board’s affairs.

The following board roles shall be nominated, confirmed by a two thirds quorum vote, and serve a term of no more than two years (renewable), but no more than two consecutive terms.

Chair: Lead director with responsibility to orchestrate the effective running of the Foundation

Vice Chair: Director serving as second in command with respect to the Chair’s responsibilities

Treasurer: Director with responsibility for all the financial affairs of the Foundation to include maintenance of bank accounts, filing of taxes and compliance paperwork in conjunction with the Secretary

Secretary: Director with responsibility to maintain the Foundation’s official records and to stay current with all required regulatory filings

In addition to the above named roles and duties, the board will have authority to establish policies, task forces or committees as deemed helpful for the advancement of the Foundation’s mission (e.g., a finance subcommittee, a scholarship subcommittee). Further, the board has sole authority to ask for the resignation of a member and may remove any member from the board with a two-thirds majority. [partnerships??]

III. Board member duties

All members of the Board will be active participants in the governance and effective running of the Foundation to include: regular attendance at meetings, leading sub committees, and fundraising.

Board members are expected to contribute or otherwise raise a minimum of US$1,000 each year.

IV. Meeting guidelines (quorum, frequency, agenda)

Fifty percent of the existing board of directors will constitute a quorum for official decision-making.

Board meetings shall be held at least quarterly, including one such meeting that shall serve as the annual meeting with expanded agenda to address more strategic matters - e.g., addition of major programs, commissioning of major fundraising campaigns, setting of the budget, establishing formal partnerships, etc.

The Chair will oversee the agenda and see to the effective running of all meetings, or otherwise delegate in advance.

V. Compensation and indemnification of board members

At no time shall board members be compensated for activities having to do with the normal execution of their board duties.

The Foundation will, to the extent permissible within applicable statutes, indemnify board members and otherwise protect and defend them from loss or harm resulting from good faith actions in connection with their service to the Foundation.

VI. Executive staff

The board may, as it deems appropriate, hire an executive staff to see to the day-to-day operations of the Foundation’s affairs. In such an event, the board will establish procedures and policies that relate to the hiring, promotion, compensation, termination, and activities of the executive staff.

VII. Conflict of interest policy

The board shall conduct itself in a manner to avoid all conflicts of interest as well as the appearance of such. For example, the board will generally not procure paid services from any member of the board or with anyone or entity with whom a member may have primary interest (e.g, a family member). If independent paid-services are rendered by a given board member (or members), the exact service and payment must be previously approved by a two-thirds majority vote of the remaining board members who must attest to the appropriateness of such an arrangement in keeping with good governance and fiduciary responsibilities. In another example, the board shall not direct awards such as scholarships or render special considerations to individuals who are close relatives or relationships that may lead to the appearance of impropriety.

VIII. Amendment of bylaws

The bylaws may be amended at any regularly scheduled board meeting by a two-thirds majority.

IX. Dissolution of the organization

Should the Foundation be dissolved, its assets shall be distributed for other related charitable purposes according to a simple majority vote of the board.