About Cooper's Cause Foundation

COURSE INFORMATION

We as members of Cooper's Cause Foundation have adopted this Code of Ethics to cover conflicts of interest, protection of confidential information, proper use of funds received, and compliance with laws and regulations applicable to our foundation and its operations. In addition we agree to operate the foundation as outlined in the Cooper's Cause By-Laws and commit to carrying out the stated vision and mission of the foundation.

  1. Conflicts of Interest - Should a board member's private interest interfere in any way or even appear to interfere with the interests of the foundation, he/she will report conflict immediately to the other members and remove themselves from any further decision making or participation in the situation. If there is a conflict of interest with the Cooper's Cause Foundation as a whole, he/she will report the conflict immediately and resign from the board.
  2. Protection of Confidential Information - Board members will at all times protect the private information of individuals and families requesting financial assistance from Cooper's Cause Foundation.
  3. Proper Use of Funds - Board members will insure that all funds will be used for the sole purpose outlined in the Mission Statement of the By-Laws for Cooper's Cause Foundation.
  4. Compliance with Laws and Regulations Applicable to our Foundation - Cooper's Cause Foundation and its members will comply with all laws and regulations set forth by the state and federal government and all other overseeing bodies.

COMPENSATION STATEMENT

We as members of the board for Cooper's Cause Foundation understand and agree that there will be no monetary or non-monetary compensation for our time and efforts set forth in governing this organization.

With our signatures, we certify that we have read and agree to both the above Code of Ethics and Compensation Statement and will conduct ourselves in a manner appropriate to the Vision and Mission of the Cooper's Cause Foundation.


Patrick O'Toole, President
Cooper's Cause Foundation


Lee Ice, Vice President
Cooper's Cause Foundation

BOARD OR DIRECTORS

Patrick O'Toole, President

The President shall preside at all meetings. He/She shall present at each meeting of the foundation a report of the work of the foundation. He/She shall appoint all committees, temporary or permanent. He/She shall see that all books, reports and certificates required by law are properly kept or filed. He/She shall be one of the officers who may sign checks or drafts of the foundation. He/She shall have such powers as may be reasonably construed as belonging to the chief executive officer of any organization.

Lee Ice, Vice President

The Vice President shall be prepared to carry out any and all of the above duties in the absence of the President. He/She shall be first to contact in the absence of the President.

Stephanie Temple, Secretary

The Secretary shall keep the minutes and records of the foundation in an organized and documented manner. He/She shall file any certificates required by a statute, federal or state. He/She shall give and serve all notices to members of the foundation. He/She shall be the official custodian of the records and seal of this foundation. He/She shall present to the Board of Directors at any meetings any communication addressed to him/her as Secretary of the foundation. He/She shall attend to all correspondence of the foundation and shall exercise all duties incidental to the office of Secretary.

Terry Garrett, Treasurer

The Treasurer shall have the care and custody of all monies belonging to the foundation and shall be solely responsible for such monies or securities of the foundation. He/She shall be one of the officers may sign checks or drafts of the foundation. He/She shall render at each quarterly meeting to the Board of Directors a written account of the finances of the organization and such report shall be physically affixed to the minutes of the Board of Directors. He/She shall exercise all duties incidental to the office of Treasurer.

Shane Lillich, Member

The Member shall be the position on the Board of Directors whose duties will vary as tasks are assigned. The main purpose of the Member is to allow for a majority vote at all times.


Officers shall by virtue of their office be members of the Board of Directors. No officers shall for reason of his office be entitled to receive any salary or compensation.

BY-LAWS

ARTICLE I - OFFICES

The principal office of the organization in the State of Kansas shall be located in the City of Lawrence, County of Douglas. The organization may have such other offices, either within or without the State of Incorporation as the board of directors may designate or as the business of the organization may from time to time require.

ARTICLE II - MEMBERS

  1. Quarterly Meeting. The quarterly meetings of the members shall be held in the third month of each quarter beginning with the year 2009. The dates and times to be determined each year.
  2. Special Meetings. Special meetings of the members, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the president or by the directors, and shall be called by the president at the request of the members or not less than 51 per cent of all the members of the organization entitled to vote at the meeting.
  3. Place of Meetings. The directors may designate any place, either within or without the State unless otherwise prescribed by statute, as the place of meeting for any quarterly meeting or for any special meeting called by the directors. A waiver of notice signed by all members entitled to vote as a meeting may designate any place, either within or without the state unless otherwise prescribed by state, as the place for holding such meetings.
  4. Quorum. At any meeting of members, 51 per cent of the members of the organization entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of members. If less than said number of the members is represented at a meeting, a majority of the members so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.
  5. Proxies. At all meeting s of members, a member may vote by proxy executed in writing by the member or by his duly authorized attorney in fact. Such proxy shall be filed with the secretary of the organization before or at the time of the meeting.
  6. Voting. Each member entitled to vote in accordance with the terms and provisions of the certificate of incorporation and these by-laws shall be entitled to one vote, in person or by proxy, for each member entitled to vote held by such members. Upon the demand of any member, the vote for directors and upon any question before the meeting shall be by ballot. All elections for directors shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of this State.
  7. Order of Business. The order of business at all meetings of the members shall be as follows:
    1. Roll Call.
    2. Reading of minutes of preceding meeting.
    3. Reports of Officers.
    4. Reports of Committees.
    5. Election of Directors.
    6. Unfinished Business.
    7. New Business.
  8. Informal Action By Members. Unless otherwise provided by law, any action required to be taken at a meeting of the members, or any other action which may be taken at the meeting of the members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.

ARTICLE III - BOARD OF DIRECTORS

  1. General Powers. The business and affairs of the organization shall be managed by its board of directors. The directors shall in all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the organization, as they may deem proper, not inconsistent with these by-laws and the laws of the State.
  2. Number, Tenure and Qualifications. The number of directors of the organization shall be 5. The positions held will be titled as follows: President, Vice President, Secretary, Treasurer and Member. Each director shall hold office until the next meeting in the first quarter of members and until his/her successor shall have been elected and qualified.
  3. Regular Meetings. A regular meeting of the directors shall be held without other notice than this by-law immediately after, and at the same place as, the quarterly meeting of the members. The directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution.
  4. Special Meetings. Special meeting of the directors may be called by or at the request of the president or any two directors. The person or persons authorized to call special meetings of the directors may fix the place for holding any special meeting of the directors called by them.
  5. Notice. Notice of any special meeting shall be given at least 24 hours previously thereto by written notice delivered personally or electronically or mailed to each director at his business address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given electronically, such notice shall be deemed to be delivered when the notice is delivered electronically. The attendance of directors at a meeting shall constitute a waiver of notice of scheduled meetings, except where a director attends a meeting for the express purpose of objecting the transaction of any business because the meeting is not lawfully called or convened.
  6. Quorum. At any meeting of the directors, 3 members shall constitute a quorum for the transactions of business, but if less than said number is present at a meeting, a majority of directors may adjourn the meeting from time to time without further notice.
  7. Manner of Action. The act of the directors present at a meeting at which a quorum is present shall be the act of the directors.
  8. Newly Created Directorships and Vacancies. Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the board for any reason except the removal of directors without cause may be filled by a vote of a majority of the directors in office, although less than a quorum exists. Vacancies occurring by reason of the removal of directors without cause shall be filled by vote of the members. A director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of his predecessor.
  9. Removal of Directors. Any or all of the directors may be removed for cause by vote of the members or by action of the board. Directors may be removed without cause only by vote of the members.
  10. Resignation. A director may resign at any time by giving written notice to the board, the president or the secretary of the organization. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board of such officer, and the acceptance of the resignation shall not be necessary to make it effective.
  11. Compensation. No compensation shall be paid to directors, as such, for their services, but by resolution of the board a fixed sum of expenses for actual attendance at each regular of special meeting of the board may be authorized. Nothing herein contained shall be construed to preclude any director from serving.
  12. Termination of Foundation. Upon dissolution of the Cooper’s Cause Foundation, the remaining assets will be used exclusively for the exempt purpose of charity as noted in these bylaws.

ARTICLE IV - PURPOSE

  1. Vision Statement. Cooper's Cause Foundation is established to provide financial assistance to families of pediatric heart patients. Our Vision is to not only provide assistance but to completely meet the financial obligations after insurance for all hospital and doctor bills incurred by the family at the time of application. We wish to make a bold impact on lives one family at a time.
  2. Mission Statement. Cooper's Cause Foundation will seek contributions and organize fundraisers with all proceeds dedicated to providing financial assistance to families of pediatric heart patients who do have health insurance and do live above the states defined level of poverty, but who feel the impact of the financial burdens not covered by their private health insurance or other organizations paying on their behalf.