The Education Foundation is a division of the Willamette Valley Chapter CSI and is charged with the responsibility for encouraging and managing gifts to the Chapter. Giving to the Foundation enhances the work of the Chapter.

Gifts to Foundation will be used exclusively for:

• Educational seminars and workshops for students and members of the construction industry on subjects of interest to our industry.
  
• Scholarships for students enrolled at any area university or college.

The Foundation may not receive more than $5,000 from any one source per year without jeopardizing the Foundations's tax-exempt status. Any size gift, however, is welcome, and will be gratefully received.

Type of Gifts Encouraged:

• Direct Gifts
  
• Memorials to others
  
• Bequests in your will
  
• Trusts and other property

Contact any member of the Foundation Board of Directors to make your gift.

Elected Directors:
Jim Bernhard, At Large Director (2003-2004)
Ray Dodson, At Large Director (2003-2005)
Sirkka Deines, At Large Director (2003-2006)

Ex Officio Directors:
Mellany Wittkop, Chapter Board Representative
Jon Texter, Chapter Education Committee Co-Chair

Bylaws of the Willamette Valley Chapter CSI Foundation
Article I - Name
Article II - Function
Article III - Charitable Purposes
Article IV - Amendments to Bylaws
Article V - Board of Directors
Article VI - Officers
Article VII - Management of Funds
Article VIII - Authority to Conduct Business
Article IX - Reliance By Third Parties
Article X - Termination of Foundation

Article I - Name [top]

Section 1.1 The name of this organization shall be the Willamette Valley Chapter CSI Foundation, hereinafter referred to as the "Foundation." The Foundation shall be a division of the Willamette Valley Chapter of the Construction Specifications Institute, hereinafter referred to as the "Chapter."

Article II - Function [top]

Section 2.1 The Foundation shall receive and accept property, whether real, personal or mixed, by way of gift, bequest or device, from any person, firm, trust or corporation, to be held, administered and disposed of in accordance with and pursuant to the provisions of these Bylaws; but no gift, bequest or device of any such property shall be received and accepted if ft is conditioned or limited in such manner as to require the disposition of the income or its principal to any person or organization other than a "charitable organization" or for other than "charitable purposes" within the meaning of such terms as defined in Article III of these Bylaws, or as shall in the opinion of the directors jeopardize the Federal income tax exemption of this Foundation pursuant to Section 501(c)(3) of the Internal Revenue Code of 1954, as now in force or afterwards amended.

Section 2.2 The principal and income of all such property received and accepted by the Foundation to be administered under these Bylaws shall be held by the Foundation, and it may make payments or distributions from income or principal, or both, to and for the use of such charitable organizations, within the meaning of that term as defined in Article III, in such amounts and for such charitable purposes of the Foundation as the directors shall from time to time select and determine; and the directors may make payments and distributions from income or principal, or both, directly for such charitable purposes, within the meaning of that term as defined in Article III, in such amounts and for such charitable purposes of the Foundation as the directors shall from time to time elect and determine without making use of any other charitable organization. The directors may also make payments or distributions of all or any part of the income or principle to states, territories, or possessions of the United States, any political subdivision of any of the foregoing, or to the United States or the District of Columbia, but only for charitable purposes within the meaning of that term as defined in Article 111.

Article III - Charitable Purposes [top]

Section 3.1 The purpose of the Foundation is to carry on all activities authorized by the non-profit public benefit corporation law for charitable and public benefit purposes. The specific purposes for which this Foundation is organized are to foster and fund student scholarships, which shall be called the Robert W. Fritsch Scholarship Awards, and to fund educational programs for students and members.

In these Bylaws and in any amendments to them, the term "charitable purposes" shall be limited to and shall include only religious, charitable, scientific, literary or educational purposes within the meaning of those terms as used in section 501(c)(3) of the Internal Revenue Code of 1954, but only for such purposes as also constitute public charitable purposes under the law of trusts of the State of Oregon.

Section 3.3 In these Bylaws and any amendments to them, references to "charitable organization" means corporations, trusts, funds, foundations or community chests created or organized in the United States or in any of its possessions whether under the laws of the United States, any state or territory, the District of Columbia or any possession of the United States, organized and operated exclusively for charitable purposes; no part of the net earnings of such inures, is payable to or for the benefit of any private shareholder or individual.

Section 3.4 No substantial part of the activities of the Foundation or of the charitable organizations described in Section 3.3 shall be carrying on propaganda or otherwise attempting to influence legislation, nor the participation in or the intervention in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for public office. It is intended that the charitable organization described in this Section 3.3 shall be entitled to exemption from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954, as now in force or afterwards amended.

Section 3.5 Income or principal derived from contributions by corporations shall be distributed by the directors for use solely within the United States or its possession. No part of the net earnings of the Foundation shall inure or be payable to or for the benefit of any private shareholder or individual, and no substantial part of the activities of this Foundation shall be the carrying on of propaganda, or otherwise attempting to influence legislation. No part of the activities of this Foundation shall be the participation in, or intervention in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for public office.

Article IV - Amendments to Bylaws [top]

Section 4.1 These Bylaws may be amended at any time by written instrument or instruments signed and sealed by the directors, and acknowledged by any of the directors, provided that no amendment shall authorize the directors to conduct the affairs of this Foundation in any manner or for any purpose contrary to the provisions of Section 501(c)(3) of the internal Revenue Code of 1954, as now in force or afterwards amended. An amendment of the provisions of this Article IV (or any amendment to it) shall be valid only if and to the extent that such amendment further restricts the directors' amending power. All instruments amending these Bylaws shall be noted upon or kept attached to the executed original of these Bylaws held by the directors.

Section 4.2 Except as otherwise stated in these Bylaws, these Bylaws may be amended by a four-fifths majority vote of the board of directors.

Article V - Board of Directors [top]

Section 5.1 The Foundation shall be managed by a board of directors. There shall be five directors, and each director shall be a member in good standing of the Chapter. One director shall be appointed or elected by and from the board of directors of the Chapter. One director shall be the chairperson of the Chapter Education Committee. The remaining three directors shall be elected by the Chapter upon nomination by the Chapter Nominating Committee, in accordance with the Chapter Bylaws.

Section 5.2 The term of service of the at large directors is three years, except that the three initial At Large directors shall fill terms of one, two, and three years, respectively, in order to create an annual rotation of the at large directors. The director elected or appointed by the Chapter board of directors shall serve a term of one year, and the chairperson of the Chapter Education Committee shall act as director for as long as he or she is chairperson of the Committee.

Section 5.3 Any director of the Foundation may, by written instrument, signed and acknowledged, resign his or her office. Appointment to the remaining term of any vacant directors position shall be made by the board of directors of the Chapter. Any succeeding or additional director shall, upon his or her acceptance of the office, have the same powers, rights and duties as the remaining director or directors as if originally appointed.

Section 5.4 A quorum shall consist of not less than three directors. Decisions shall be made by the board of directors by a majority vote of the quorum present at the meeting.

Section 5.5 There shall be no members of the Foundation.

Article VI - Officers [top]

Section 6.1 The officers of the Foundation shall be a chairperson, a vice- chairperson, and a secretary-treasurer, all of whom must be members of the board of directors.

Section 6.2 Officers shall be elected for a term of one year by the board of directors. Should a vacancy in office occur, the board of directors shall elect a new officer to fill the unexpired term.

Article VII - Management of Funds [top]

Section 7.1 Funds, either principal or interest, shall only be disbursed pursuant to the above-stated purpose upon request for payment made by the board of directors of the Foundation. No corporate funds, either principal or interest, shall be used for any operating expense of the Chapter. Foundation operating expenses may be funded from Foundation assets when so approved by the board of directors.

Section 7.2 The board of directors shall provide an annual financial accounting to the Chapter, and shall provide such financial data to the Chapter as is requested by the Chapter.

Section 7.3 This Article cannot be amended except by a fifths majority vote of the board of directors.

Article VIII - Authority To Conduct Business [top]

Section 8.1 In extension and not in limitation of the common law and statutory powers of directors and other persons granted by these Bylaws, the directors shall have the following discretionary powers:

Section 8.1.1 To invest and reinvest the principal and income of the Foundation in such property, real and personal, or mixed, and in such manner as they shall deem advisable; to invest in or retain any stocks, shares, bonds, notes, obligations or personal or real property (including without limitation any interests in or obligations of any corporation, association, business trust, investment trust, common trust fund, or investment company) although some or all of the property so acquired or retained is of a kind or size such, but for this express authority, would not be considered proper and although all of the Foundation funds are invested in the securities of one company, No principal or income, however, shall be loaned, directly or indirectly, to any director or to anyone else, corporate or otherwise, who has at any time made a contribution to this Foundation, nor to anyone except on the basis of an adequate interest charge and with adequate security.

Section 8.1.2 To sell, lease or exchange any personal, mixed, or real property, at public auction or by private contract, for such consideration and on such terms as to credit or otherwise, and to make such contracts and to enter into such undertakings relating to trust property, as they consider advisable, whether or not such leases or contracts may extend beyond the duration of the Foundation.

Section 8.1.3 To borrow money for such periods, at such rates of interest, and upon such terms as the directors consider advisable, and as such security for such loans to mortgage or pledge any real or personal property, subject to any mortgage or pledge on or of property acquired or held by this Foundation.

Section 8.1.4 To execute and deliver deeds, assignments, transfers, mortgages, pledges, leases, covenants, contracts promissory notes, releases and other instruments, sealed or unsealed, incident to any transaction in which they engage.

Section 8.1.5 To vote, to give proxies, to participate in the reorganization, merger or consolidation of any concern, or in the sale, lease, disposition or distribution of its assets; to join with other security holders in acting through a committee, depository, voting trustees or otherwise, and in this connection to delegate authority to such committee, depository or trustees and to deposit securities with them or transfer securities to them; to pay assessments levied on securities or to exercise subscription rights in respect to securities.

Section 8.1.6 To employ a bank or trust company as custodian of any funds or securities and to delegate to it such powers as they deem appropriate; to keep any or all of the Foundation property or funds in any place or places in the United States of America; to employ clerks, accountants, investment counsel, investment agents, and special services and to pay the reasonable compensation and expenses of all such services in addition to the compensation of the directors.

Section 8.1.7 All investments made by the Foundation shall be corporations, businesses and property situated within the United States or its possessions.

Article IX - Reliance By Third Parties [top]

Section 9.1 Any person may rely upon a copy, certified by a notary public, of the executed original of these Bylaws held by the directors, and of any of the notations on it and writings attached to it, as fully as he or she might rely on the original documents themselves. Any such person may rely fully on any statements of fact certified by anyone who appears from such original documents or from such certified copy to be a director under these Bylaws. No one dealing with the directors need inquire concerning the validity of anything the directors purport to do. No one dealing with the directors need see to the application of anything paid or transferred to or upon the order of the directors of the Foundation.

Article X - Termination of Foundation [top]

Section 10.1 The Foundation shall continue forever unless the directors terminate it and distribute all of the principal and income, which action may be taken by the directors in their discretion at any time. On such termination, the Foundation funds as then constituted may be distributed to or for the use of such charitable organizations, in such amounts and for such charitable purposes as the directors shall then select and determine.

Section 10.2 Alternatively, the board of directors may direct that the assets of the Foundation shall be turned over to the Chapter subject to any restrictions on the use of the assets or income imposed at the time the gift was accepted, and subject to the consideration that the assets can only be used for a charitable purpose as set forth in Article III herein.

Written Consent of Directors Adopting Bylaws

We the undersigned are the persons named as the initial directors in the Articles of Incorporation of the Willamette Valley Chapter CSI Foundation, an Oregon non-profit corporation, and pursuant to the authority granted to the directors by these Bylaws to take action by unanimous written consent without a meeting, consent to, and hereby do, adopt the foregoing Bylaws of this Foundation.

Dated: May 24, 1988
Irene Trippett
Tom Oroyan
Dennis Hellesvig
Robert Wm. Fritsch
Jack Scholes