Every month, thousands of Golden Valley Electric Association (GVEA) members round up their bills to the nearest dollar. Members pay approximately $6 per year to the Good¢ents program. North Star Imagination Library encourages literacy by putting books in the hands of Interior preschoolers – they are just one of many local nonprofits that benefit from the Good¢ents program. Thank you, GVEA members!
Building a Stronger Community
Good¢ents is a voluntary round up program funded by the members of Golden Valley Electric Association. It began on March 1, 2011.
Good¢ents rounds up a monthly electric bill to the next highest dollar. For example, a monthly bill of $97.65 would be rounded up to $98, with the additional 35 cents going towards the Good¢ents fund. This small change, an average of about 50 cents per month, raises thousands of dollars every year that go to building a stronger community.
Nonprofit organizations, meeting our criteria, are welcome to apply for Good¢ents funds. A six-member, volunteer board of trustees reviews applications quarterly and selects projects or programs (within GVEA’s service territory) to be funded.
Good¢ents announcements are shared on GVEA’s blog. For a list of award recipients, scroll to the bottom of this page.
Good¢ents Board of Trustees
GVEA Board Representative
1-Year Term Expires December 2021
Serving on Seat A
3-Year Term Expires December 2023
Serving on Seat C
3-Year Term Expires December 2022
Serving on Seat C
3-Year Term Expires December 2025
Serving on Seat D
3-Year Term Expires December 2021
Trustee-at-Large Serving on Seat D
3-Year Term Expires December 2022
Good¢ents Frequently Asked Questions
Nonprofit 501(c)3 organizations that meet our criteria are welcome to apply. Groups based outside of our service territory can apply if their projects positively impact community members in our service territory.
Good¢ents is a simple way to give back to your community – just a few cents a month makes a big impact. We can do far more together than we could alone. The average member will give $6 per year; that’s only 50 cents per month. This small change adds up to large investments. In total, over $1.3 million in Good¢ents grants have been given to Interior nonprofits.
Yes. Every GVEA account will be rounded up to the nearest whole dollar. If you would prefer only certain accounts participate, please contact us at (907) 452-1151.
Yes, these contributions can be considered tax deductible, charitable donations. On your bill during first quarter of each year, we will include a line indicating how much you contributed over the previous year.
Up to $15,000 within a 12-month period per organization.
A volunteer, 6-member board of trustees oversees the Good¢ents program. These individuals are listed further up this page.
In the spring of 2010, all GVEA members were mailed Bylaw election ballots. The addition of a round-up program, or Good¢ents, was one of the ballot initiatives members were asked to vote on. More than 70% voted in favor of a round up program.
GVEA’s Member Advisory Committee and Board of Directors considered the benefit of automatically enrolling all members versus voluntary enrollment. Research showed that we would have much better involvement with automatic enrollment, not because members wouldn’t want to participate, but because most people simply wouldn’t take the initiative to contact us to sign up. The program is voluntary in the sense that a member can choose not to participate at any time.
Additionally, if at any time within the first 3 years of the start of enrollment you decide you want a refund of any contributions made to this program, let us know; a refund of the entire amount you’ve contributed can be applied to your account.
Conflict of Interest
Each trustee owes a duty of loyalty to the corporation. Trustees of the corporation have a special obligation to maintain the integrity and reputation of the corporation. All trustees are charged with the responsibility of supervising the operation of the corporation and ensuring that the affairs of the corporation are administered fairly and impartially. It is essential that trustees adhere to high ethical standards of conduct and avoid actions that might impair the effectiveness of the corporation or in any way tend to discredit the corporation.
This conflict of interest policy is designed to help trustees, officers, and employees of the Foundation identify situations that present potential conflicts of interest and to provide Foundation with a procedure that, if observed, will allow a transaction to be treated as valid and binding even though a director, officer, or employee has or may have a conflict of interest with respect to the transaction. In the event there is an inconsistency between the requirements and procedures prescribed herein and those in Federal or State law, the Federal or State law shall control. All capitalized terms are defined in Part II of this policy.
I. Conflict of Interest Circumstances Defined
For purposes of this policy, the following circumstances shall be deemed to create Conflicts of Interest:
- Outside Interests
- A Contract or Transaction between Foundation and a Responsible Person or Family Member.
- A Contract or Transaction between Foundation and an entity in which a Responsible Person or Family Member has a Material Financial Interest or of which such person is a director, officer, agent, partner, associate, trustee, personal representative, receiver, guardian, custodian, conservator, or other legal representative.
- Outside Activities.
- A Responsible Person competing with Golden Valley Electric Foundation in the rendering of services or in any other Contract or Transaction with a third party.
- A Responsible Person's having a Material Financial Interest in; or serving as a director, officer, employee, agent, partner, associate, trustee, personal representative, receiver, guardian, custodian, conservator, or other legal representative of, or consultant to; an entity or individual that competes with
Foundation in the provision of services or in any other Contract or Transaction with a third party.
- Gifts, Gratuities and Entertainment.
A Responsible Person accepting gifts, entertainment, or other favors from any individual or entity that:
- does or is seeking to do business with, or is a competitor of Foundation or
- has received, is receiving, or is seeking to receive a loan or grant, or to secure other financial commitments from Foundation;
- is a charitable organization;under circumstances where it might be inferred that such action was intended to influence or possibly would influence the Responsible Person in the performance of his or her duties. This does not preclude the acceptance of items of nominal or insignificant value or entertainment of nominal or insignificant value that are not related to any particular transaction or activity of the Foundation.
II. Definitions of Capitalized Terms
- A Conflict of Interest is any circumstance described in Part I of this Policy.
- A Responsible Person is any person serving as an officer, employee, or member of the Board of Trustees of Foundation.
- A Family Member is a spouse, domestic partner, parent, child, or spouse of a child, brother, sister, or spouse of a brother or sister, of a Responsible Person.
- Material Financial Interest in an entity is a financial interest of any kind that, in view of all the circumstances, is substantial enough that it would, or reasonably could, affect a Responsible Person’s or Family Member’s judgment with respect to transactions to which the entity is a party. This includes all forms of compensation in excess of $500.
- A Contract or Transaction is any agreement involving the sale or purchase of goods, services, or rights of any kind, the providing or receipt of a loan or grant, the establishment of any other type of pecuniary relationship, or review of a charitable organization by Foundation. The making of a gift to Foundation is not a Contract or Transaction.
- Before board or committee action on a Contract or Transaction involving a Conflict of Interest, a trustee or committee member having a Conflict of Interest and who is in attendance at the meeting shall disclose all facts material to the Conflict of Interest. Such disclosure shall be reflected in the minutes of the meeting.
- A trustee or committee member who plans not to attend a meeting at which he or she has reason to believe that the board or committee will act on a matter in which the person has a Conflict of Interest shall disclose to the chair of the meeting all facts material to the Conflict of Interest. The chair shall report the disclosure at the meeting and the disclosure shall be reflected in the minutes of the meeting.
- A person who has a Conflict of Interest shall not participate in or be permitted to hear the board’s or committee’s discussion of the matter except to disclose material facts and to respond to questions. Such person shall not attempt to exert his or her personal influence with respect to the matter, either at or outside the meeting.
- A person who has a Conflict of Interest with respect to a Contract or Transaction that will be voted on at a meeting shall not be counted in determining the presence of a quorum for purposes of the vote. The person having a conflict of interest may not vote on the Contract or Transaction and shall not be present in the meeting room when the vote is taken, unless the vote is by secret ballot. Such person’s ineligibility to vote shall be reflected in the minutes of the meeting. For purposes of this paragraph, a member of the Board of Trustees of Foundation has a Conflict of Interest when he or she stands for election as an officer or for reappointment as a member of the Board of Trustees.
- Responsible Persons who are not members of the Board of Trustees of Foundation, or who have a Conflict of Interest with respect to a Contract or Transaction that is not the subject of board or committee action, shall disclose to the Chair or the Chair’s designee any Conflict of Interest that such Responsible Person has with respect to a Contract or Transaction. Such disclosure shall be made as soon as the Conflict of Interest is known to the Responsible Person. The Responsible Person shall refrain from any action that may affect the Corporation’s participation in such Contract or Transaction.In the event it is not entirely clear that a Conflict of Interest exists, the individual with the potential conflict shall disclose the circumstances to the Chair or the Chair’s designee, who shall determine whether there exists a Conflict of Interest that is subject to this policy.
- Each Responsible Person shall exercise care not to disclose confidential information acquired in connection with such status or information the disclosure of which might be adverse to the interests of the Foundation.
- Furthermore, a Responsible Person shall not disclose or use information relating to the business of Foundation for the personal profit or advantage of the Responsible Person or a Family Member shall be treated as confidential and shall generally be made available only to the Chair, the Manager, and any committee appointed to address Conflicts of Interest, except to the extent additional disclosure is necessary in connection with the implementation of this Policy.
- This policy shall be reviewed annually by each member of the Board of Trustees. Any changes to the policy shall be communicated immediately to all Responsible Persons.
Indemnification, Insurance & Director Liability
- “Agent” means any person who is or was a trustee or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation in which it owns shares of capital stock or of which it is a creditor;
- “Proceeding” means any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative or investigative;
- “Expenses” includes without limitation attorneys’ fees and any expenses of establishing a right to indemnification under the Bylaws.
II. Indemnification in Actions by Third Parties
The corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation to procure a judgment in its favor) by reason of the fact that such person is or was an agent of the corporation. Indemnification shall be against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of the corporation or that the person had reasonable cause to believe that the person’s conduct was unlawful.
III. Indemnification in Actions by or in the Right of the Corporation
The corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding by or in the right of the corporation, to procure a judgment in its favor because that person is or was an agent of the corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of the action if the person acted in good faith, in a manner the person believed to be in the best interests of the corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.
IV. No Indemnification Shall be Made
- For any claim, issue or matter in which the agent has been adjudged to be liable for negligence or misconduct in the performance of corporate duties, unless the court hearing the proceeding determines upon application that the agent is fairly and reasonably entitled to indemnity for the expenses which the court shall determine; or
- Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval.
V. Indemnification Against Expenses
To the extent that an agent of the corporation has been successful on the merits in defense of any proceeding or in defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred.
VI. Required Determinations
Except as provided any indemnification shall be made by the corporation only if authorized in the specific case, after determining that indemnification is proper because the agent has met the applicable standard of conduct by:
- A majority vote of a quorum of disinterested trustees;
- Determination by special legal counsel appointed by the disinterested trustees; or
- The court hearing the action upon application made by the corporation, the agent, the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney, or other person is opposed by the corporation.
VII. Advance of Expenses
Expenses incurred in defending any proceeding may be advanced by the corporation prior to the final disposition upon receipt of an undertaking by or on behalf of the agent to repay such amount, unless it is determined ultimately that the agent is entitled to be indemnified.
VIII. Forms of Indemnification Not Permitted
No indemnification or advance shall be made, except as provided elsewhere, in any circumstances where it appears:
- That it would be inconsistent with a provision of the articles of incorporation, the Bylaws, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amount were paid, which prohibits or otherwise limits indemnification; or
- That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.
The corporation shall have power to purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the corporation would have the power to indemnify the agent against such liability.
Contracts, Loans, Checks, Deposits & Gifts/Grants
The Board of Trustees may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances.
II. Borrowing by Corporation
No loan, debt or borrowing agreement shall be contracted or entered into on behalf of the corporation and no evidence of indebtedness shall be issued in its name.
III. Loans to Trustees & Officers
The corporation shall not make any loan of money or property to or guarantee the obligation of any trustee or officer. However, the corporation may advance money to a trustee or officer of the corporation for expenses reasonably anticipated to be incurred in the performance of the duties of such trustee or officer, provided that in the absence of such advance, such trustee or officer would be entitled to be reimbursed for such expenses by the corporation.
IV. Checks, Drafts, or Other Orders
All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by two officers of the corporation and in such manner as shall from time to time be established by resolution of the Board of Trustees.
All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Trustees may establish by resolution.
The Board of Trustees may accept by resolution on behalf of the corporation any gift, grant, contribution, or devise consistent with the corporation’s purposes. A non-cash gift, contribution, or devise, unless the item is intended for resale or produces revenue for the Foundation, generally will not be accepted. No gift, grant, or contribution that would compromise the Foundation’s ethics, financial, or purpose will be accepted. Unless approved by the Board of Trustees, donor directed gifts are generally not accepted.
Employment of Manager
The Board of Trustees may employ the services of a Manager to serve as the chief executive officer of the corporation. The Manager or his designee shall cause to be prepared notices, agendas, resolutions and minutes of meetings of the Board of Trustees. The Manager or his designee shall be responsible for the safeguarding of all funds received by the corporation and for their proper disbursement. Such funds shall be kept on deposit in a financial institution or invested by the Board of Trustees as the board may direct by resolution. The Manager or his designee shall be responsible for assuring that all expenditures are within approved budget allocation.
The Manager shall also serve as advisor to the officers of the corporation and the Board of Trustees. The Manager or his designee shall assemble information and data at the request of the board and cause to be prepared special reports as directed. The Manager shall perform other duties as the Board of Trustees may from time to time direct.
Term of Employment
The Board of Trustees is responsible for the hiring and/or firing of the Manager on such terms as are established by resolution and/or by contract with the Manager.
Human Resource Management
The Manager or his designee shall hire, fire, discipline and otherwise manage the corporation’s employees and take care to maintain the at-will status of the corporation.
Transparency & Accountability
Public Inspection of Annual Returns & Exemption Applications
Foundation shall make the following documents available for public inspection upon written request. If copies are requested by the public, there may be a charge of $.50 per page to be paid in advance of the copying.
The Foundation shall disclose its exemption application, Form 1023, Application for Recognition of Exemption under Section 501 (c) (3) of the Internal Revenue Code, along with each of the following documents:
- all documents submitted with Form 1023
- all documents the IRS requires the organization to submit in support of its application; and
- the exemption ruling letter issued by the IRS
Annual Information Return
The Foundation’s annual information return (IRS Form 990) for the year beginning January 1st and ending December 31st shall be reviewed by its Trustees. In addition, the Foundation shall publically disclose its annual information return (IRS Form 990) with schedules, attachments, and supporting documents filed with the IRS. However, the organization does not have to disclose Schedule B of Form 990 and does not need to identify its contributors. Certain information may be withheld from public inspection. Returns need to be available for disclosure for only three years after the due date or filing date of the return.
Such information as noted above shall be maintained in the corporate office and on the Foundation’s website, and be made available, upon written request, for inspection by the public during normal office hours.
The Foundation Board of Trustees shall review and consider current financial reports at each board meeting.
Employee Protection (Whistleblower)
If any employee reasonably believes that some policy, practice, or activity of Foundation is in violation of law, a written complaint must be filed by that employee with the Manager or the Board Chair.
It is the intent of Foundation to adhere to all laws and regulations that apply to the organization and the underlying purpose of this policy is to support the organization’s goal of legal compliance. The support of all employees is necessary to achieving compliance with various laws and regulations. An employee is protected from retaliation only if the employee brings the alleged unlawful activity, policy, or practice to the attention of Foundation and provides the Foundation with a reasonable opportunity to investigate and correct the alleged unlawful activity. The protection described below is only available to employees that comply with this requirement.
Foundation will not retaliate against an employee who in good faith, has made a protest or raised a complaint against some practice of Foundation, or of another individual or entity with whom Foundation has a business relationship, on the basis of a reasonable belief that the practice is in violation of law, or a clear mandate of public policy.
Foundation will not retaliate against employees who disclose or threaten to disclose to a supervisor or a public body, any activity, policy, or practice of Foundation, that the employee reasonably believes is in violation of a law, or a rule, or regulation mandated pursuant to law or is in violation of a clear mandate or public policy concerning the health, safety, welfare, or protection of the environment.
The corporate records of the Foundation (hereafter the “Organization”) are important assets. Corporate records include essentially all records you produce as an employee, whether paper or electronic. A record may be as obvious as a memorandum, an e-mail, a contract or a case study, or something not as obvious, such as a computerized desk calendar, an appointment book or an expense record.
The law requires the Organization to maintain certain types of corporate records, usually for a specified period of time. Failure to retain those records for those minimum periods could subject you and the Organization to penalties and fines, cause the loss of rights, obstruct justice, spoil potential evidence in a lawsuit, place the Organization in contempt of court, or seriously disadvantage the Organization in litigation.
The Organization expects all Board of Trustees and employees to fully comply with any published records retention or destruction policies and schedules, provided that all employees should note the following general exception to any stated destruction schedule: If you believe, or the Organization informs you, that Organization records are relevant to litigation, or potential litigation (i.e., a dispute that could result in litigation), then you must preserve those records until the Foundation’s attorney determines the records are no longer needed. That exception supersedes any previously or subsequently established destruction schedule for those records. If you believe that exception may apply, or have any question regarding the possible applicability of that exception, please contact the Foundation’s attorney.
From time to time the Organization establishes retention or destruction policies or schedules for specific categories of records in order to ensure legal compliance, and also to accomplish other objectives, such as preserving intellectual property and cost management. Several categories of documents that bear special consideration are identified below. While minimum retention periods are suggested, the retention of the documents identified below and of documents not included in the identified categories should be determined primarily by the application of the general guidelines affecting document retention identified above, as well as any other pertinent factors.
- Tax Records. Tax records include, but may not be limited to, documents concerning payroll, expenses, proof of deductions, business costs, accounting procedures, and other documents concerning the Organization's revenues. Tax records should be retained for at least 5 years from the date of filing the applicable return.
- Employment Records/Personnel Records. State and federal statutes require the Organization to keep certain recruitment, employment and personnel information. The Organization should also keep personnel files that reflect performance reviews and any complaints brought against the Organization or individual employees under applicable state and federal statutes. The Organization should also keep all final memoranda and correspondence reflecting performance reviews and actions taken by or against personnel in the employee's personnel file. Employment and personnel records should be retained for 6 years.
- Board and Board Committee Materials. Meeting minutes should be retained in perpetuity in the Organization’s minute book.
- News Releases/Public Filings. The Organization should retain permanent copies of all press releases and publicly filed documents under the theory that the Organization should have its own copy to test the accuracy of any document a member of the public can theoretically produce against that Organization.
- Legal Files. Legal counsel should be consulted to determine the retention period of particular documents, but legal documents should generally be maintained for a period of 10 years.
- Contracts. Final, execution copies of all contracts entered into by the Organization should be retained. The Organization should retain copies of the final contracts for at least three years beyond the life of the agreement, and longer in the case of publicly filed contracts.
- Electronic Mail. E-mail that needs to be saved should be either:
- printed in hard copy and kept in the appropriate file; or
- downloaded to a computer file and kept electronically or on disk as a separate file.
The retention period depends upon the subject matter of the e-mail, as covered elsewhere in this policy.
Failure to comply with this Document Retention Policy may result in punitive action against the employee, including suspension or termination. Questions about this police should be referred to the Manager or officer who is in charge of administering, enforcing and updating this policy.
Good¢ents Program (Round Up)
The Foundation will be funded by the Good¢ents Program voluntary contributions from member accounts of the Golden Valley Electric Association and from other sources of funds available to the Foundation. Amounts collected by GVEA will be transferred to the Foundation.
The Foundation Board will make donations to charitable and educational projects of nonprofit and community organizations. The Good¢ents Program administered by the Foundation’s Board of Trustees will seek to disperse contributions to organizations and communities primarily located in the area served by GVEA for charitable and educational purposes.
The Good¢ents Program is designed to provide financial assistance to organizations that serve GVEA members and their communities.
II. Geographic Focus
Contributions shall be focused geographically within the area served by GVEA. Organizations that provide programs and benefits to people who live in this geographic area are eligible for funding consideration, even though the organization is located elsewhere.
III. Major Funding Categories
There are many worthy charitable and educational projects and community needs in the service area; and to help provide a focus for evaluation of requests, funding priorities may be established. Generally, new funding requests will be given priority over projects/organizations previously funded. In addition, the following are funding categories:
- Community Service
- Programs, projects and organizations that are important components of a community’s overall quality of life, with emphasis on public safety, health care, education, self-sufficiency and basic human needs.
- Programs and projects that enhance the cultural environment of the service area.
- Economic Development
- Programs and projects designed to promote greater economic stability.
- Programs and projects that encourage cooperation among regional and community economic development organizations.
- Community leadership programs designed to improve problem-solving skills and empower people to become self-reliant in identifying solutions to local economic and social problems.
- Education and Youth
- Educational and leadership programs; projects promoting civic responsibility, good conservation and Cooperative educational programs.
- Programs that are designed to combat critical social problems affecting our children and youth, with an emphasis on children and teens at risk.
- Programs and projects that promote wellness and encourage youth participation in physical fitness activities.
- Programs and projects that promote community recycling and natural resource preservation.
- Community-based environmental education programs.
- Agricultural research programs and projects.
- Disaster Relief
- Programs and projects that provide disaster relief, including programs that provide food, clothing, shelter, medical care, clean up, and repair/reconstruction assistance in an emergency following an accident, a severe storm or other causes.
IV. Funding Restrictions
- Contributions shall be made to non-profit organizations. Contributions will be awarded only once during a 12 month period to a grant recipient.
- Contributions shall not be made for:
- Lobbying or to political organizations
- Candidates for political office, political parties or any political purpose
- Payment of electric utility bills
- Religious purposes
- Organized labor activities
- Contributions generally will not be made for:
- Fundraising events
- National and state organizations or fund drives
- Ongoing operating expenses for any entity
V. Evaluation Factors
- The maximum amount available to any group or organization is $15,000 per year. Under extenuating circumstances, additional funding may be available to groups or organizations if approved by all of the Trustees who are responsible for administering the Fund. These levels are based on the anticipated annual investment with 90 to 100% participation.
- The Board of Trustees will review all applications. The Board of Trustees will meet no less than semi-annually and may meet more frequently as determined by the number of applications received. The Board of Trustees or their designee will notify applicants within 30 days following action on the application. The decisions of the Board are final.
- All requests for funding will be evaluated at least twice annually, or on an emergency basis, based upon the immediate need for the funding. The goal is to disburse funding for projects across multiple organizations and communities in order to benefit a broad segment of the Cooperative community. It shall be the responsibility of all trustees to evaluate funding requests and allocate contributions to accomplish the purposes and intent of these guidelines.
- The following factors shall be considered in the evaluation of all funding requests:
- Potential benefit to members and area residents located in the area served by Golden Valley Electric Association.
- Level of community support or matching funds for the proposed program or project or the organization requesting the funds.
- Fiscal and administrative capability of the organization to deliver a quality service or program.
- Results that are positive and can be evaluated.
- Projects must be attainable within the projected timeline.
- Award recipients must file a progress report within six months or an agreed upon timeframe of the receipt of the award dollars. No additional dollars will be granted until the report is on file.
VI. Applications for Funding
- Applications are available for organizational donations.
- The application can be found on the Foundation’s website.
- Organizational applicants must identify other sources of funding.
Article 1. Corporate Purposes
The Golden Valley Electric Foundation, Inc, (Foundation) shall be operated for the purposes set forth in its Articles of Incorporation.
Article 2. Establishment of Offices
The Foundation office shall be located within the state of Alaska, at such place as the Board of Trustees shall from time to time establish by resolution. The Foundation may also maintain additional offices at such places as the Board of Trustees may establish by resolution.
Article 3. Membership
The Foundation has 1 member – Golden Valley Electric Association, Inc. (GVEA).
Article 4. Board of Trustees
The Foundation shall be administered by a 6 person Board of Trustees. The initial Board of Trustees shall be composed of 6 persons and shall be composed of 1 member of the Golden Valley Electric Association Board of Directors (as appointed by a vote of that Board). The remaining initial five Trustees shall be selected by the Member Advisory Committee of GVEA and forwarded to the GVEA Board for approval and appointment. The Board of Trustees shall live within the geographic areas as outlined in these Bylaws and its composition shall reflect backgrounds and experience in business, education, social services and familiarity with the nonprofit sector.
Section 1. Power of Board to Govern
Subject to any limitations in the Articles of Incorporation or these Bylaws, the activities and affairs of the Foundation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Trustees.
Section 2. Qualifications
A Board member of the Foundation shall be at least 19 years of age, a permanent resident of Alaska and of good moral character. Other than the one appointed Board member from the GVEA Board of Directors, the remaining five Trustees of the Golden Valley Electric Foundation shall not be members of the Board of Directors of GVEA. Trustees must be GVEA members in good standing and must be a contributor to the Golden Valley Electric Foundation, Inc. Each trustee shall sign an oath in the form established by resolution of the Board of Trustees.
Section 3. Number of Trustees' Seats on the Board
The number of Trustees of the Foundation shall be 6 members.
Section 4. Selection of the Board of Trustees
The Board of Trustees shall be selected by the Members Advisory Committee and recommended to the Board of Directors of Golden Valley Electric Association for appointment.
Section 5. Trustee Districts
Trustees shall represent a geographic area, designated as A-F. The following table shall apply to staggering of the original terms for each of the Trustees and to designation by geographic area.
|Area Seat||Geographic Area||Term Expires|
|E||One at Large||2013|
|F||One GVEA Board Member||2011|
Section 6. Trustees' Terms
Trustees serve a term of three years, except for the original terms, which are staggered according to the table set forth in Article 4, Section 5 of these Bylaws. Trustees may be appointed and serve a maximum of two terms, except for the GVEA board member whose term is for one year and shall be reappointed annually by the GVEA Board of Directors. A Board member may serve 2 successive 3-year terms and thereafter may be reappointed to the Board after the lapse of a period of 1 year.
Section 7. Service by Trustee Until Successor Elected & Qualified
Each trustee holds office until the expiration of the term for which elected. A trustee selected to fill a vacancy holds office until the expiration of the term of the trustee whose vacancy is being filled.
Section 8. Resignation of Trustee
A trustee may resign on written notice to the Chair of the board, which resignation shall be effective upon its receipt by the board.
Section 9. Manager
The board may delegate the management of the activities of the Foundation to a Manager and charged at the direction of the Board of Trustees.
Section 10. Forfeiture of Office
A trustee shall be deemed to have forfeited his or her office and shall be disqualified from holding the same upon missing three consecutive regular meetings of the board without prior notification to the Chair or Trustees of the board.
Section 11. Vacancies
A vacancy occurring on the board shall be filled by the Golden Valley Electric Association’s Member Advisory Committee nominating a proposed trustee for the consideration of the GVEA Board consistent with these Bylaws. The trustee shall complete the remaining term of the trustee vacating the geographic area.
Section 12. Fees & Compensation
The Foundation shall not pay any compensation to Trustees for services rendered to the Foundation, except that Trustees may be reimbursed for expenses incurred in the performance of their duties on behalf of the Foundation, in reasonable amounts as approved by the board.
Section 13. Ethics
Each trustee owes a duty of loyalty to the Foundation. Trustees of the Foundation have a special obligation to maintain the integrity and reputation of the Foundation. All Trustees are charged with the responsibility of overseeing the operation of the Foundation and ensuring that the affairs of the Foundation are administered fairly and impartially. It is essential that Trustees adhere to high ethical standards of conduct and avoid actions that might impair the effectiveness of the Foundation or in any way tend to discredit the Foundation. Therefore, Trustees should be guided by the following principles:
- Trustees of the Foundation, in carrying out their responsibilities, should avoid any action which might result in or create the appearance of (1) using their position as a trustee for private gain; (2) giving unwarranted preferential treatment to any organization or person; (3) impeding the efficiency or economy of the Foundation; (4) losing complete independence or impartiality of action; (5) making a decision as a trustee outside of official corporate channels; or (6) affecting adversely the confidence of the public or any member in the integrity of the Foundation.
- No person on the Board of Trustees shall take any action, make any decision, or exercise official judgment or discretion with respect to board action or corporate opportunity or advantage with the intent to confer a benefit upon or provide a material advantage to himself, to a member of his immediate family, or to any financial institution in connection with the investment of corporate monies;
- A trustee may not discuss, vote on or otherwise participate in the resolution of a matter before the board in which he or she has a material financial interest.
- At the time that proposed action comes before the board, a trustee who would be disqualified from voting on the subject shall (1) disclose the material financial interest and (2) request permission to (a) recues herself or himself from debate on the matter or otherwise participating in the action and (b) abstain from voting.
- No person of the Board of Trustees shall perform any other act or omission which would constitute a violation of the trust imposed upon persons handling the Foundation’s monies, or which would otherwise impair the public confidence in the integrity of the Foundation’s financial affairs.
- No person of the Board of Trustees shall accept any gift, gratuity or other inducement offered by any person for the purpose of influencing his or her opinion, judgment, action, decision or exercise of official discretion in connection with the investment of Foundation moneys. Prohibited gifts and gratuities include, but are not limited to, payment of money, gift of real or personal property, reduced commission for investments for the person’s own account, reduced interest rate, and waiver of penalties and forgiveness of delinquency or default on a loan.
- Trustees should strictly preserve the confidentiality of the Foundation and its business as necessary.
Section 15. Committees of the Board
The Board of Trustees, by resolution, may establish such committees as it deems appropriate. The chair shall appoint the members of any committee. The members of each committee shall serve at the pleasure of the Board of Trustees. Committees of the board shall be advisory in nature and shall not have the authority of the board.
Article 5. Annual Meeting
Section 1. Setting Time & Place for Annual Meeting of the Members
The annual meeting of the member shall be held at a date, time and place as scheduled by the Board of Trustees.
Article 6. Meetings of the Board of Trustees
Section 1. Setting Date & Time for Regular Meetings of the Board of Trustees
The Board of Trustees shall establish a regular monthly meeting schedule, except that the board shall have the flexibility to change the schedule, to change the date for a given meeting or to cancel a given meeting.
Section 2. Participation
Members of the Board of Trustees may participate either in person or electronically.
Section 3. Calling Special Meetings of the Board of Trustees
Special meetings may be called by the Chair or any three Trustees.
Section 4. Noticing a Special Meeting of the Board of Trustees
Notice of the date, time and place of any special meeting of the Board of Trustees shall be made in writing. Each trustee must receive notice at least 48 hours in advance of the meeting. Effective methods of notice are: 1) personal delivery; 2) U.S. mail service to the address the secretary has on record for each trustee; 3) facsimile to the number the secretary has on record for each trustee; or 4) email to the email address the secretary has on record for each trustee.
Section 5. Quorum & Action of the Board of Trustees
3 members of the Board of Trustees shall constitute a quorum for all regular or special meetings of the Board of Trustees.
Section 6. Action by Trustees
The act of the majority of the Trustees present at a meeting at which a quorum is present is the act of the Board of Trustees.
Section 7. Action Without Meeting
Any action required or permitted to be taken by the Board of Trustees may be taken without a meeting if all persons of the board individually or collectively consent in writing to such action. E-mail is an acceptable form of written consent.
Article 7. Officers
Section 1. Officers
The officers of the Foundation shall be a chair, a vice chair, a secretary, and a treasurer, and other officers as the Board of Trustees may determine. 2 or more offices may be held by the same person, except the offices of chair and secretary.
Section 2. Election of Officers
The officers of the Foundation shall be elected annually by and shall serve at the pleasure of the board. The officers shall hold their respective offices until their resignation, removal, or other disqualification from service and until their respective successors are elected and qualify.
Section 3. Removal & Resignation
Any officer may be removed by a majority vote of the Board of Trustees whenever, in its judgment, the best interests of the Foundation will be served. Removal shall be without prejudice to the rights, if any, of the officer under any contract of employment. Election or appointment of an officer or agent does not of itself create contract rights. Upon removal as trustee, a trustee forfeits any office held and a separate majority vote of the board on removal as officer is not required.
Section 4. Vacancies
A vacancy in any office due to death, resignation or termination shall be filled promptly by the Board of Trustees, either at a regular meeting or at a meeting specifically called for that purpose.
Section 5. Duties of Officers
The duties and powers of the officers of the Foundation shall be as follows and as shall hereafter be set by resolutions of the Board of Trustees. In addition, the board can assign temporary duties.
Section 6. Duties of Chair
The duties of the chair are as follows:
- The chair shall preside at all meetings of the Board of Trustees. The chair shall maintain order and keep the meeting moving through the agenda. The chair shall take steps to achieve maximum participation of all Trustees; if necessary, the chair shall call on Trustees to express their views or encourage those who have already spoken to wait for others to speak.
- The chair may call special meetings of Trustees in accordance with these Bylaws.
- The chair shall sign all contracts which have been approved by the Board of Trustees; the chair shall sign all documents which the Foundation is required to approve by law or these Bylaws. Specifically, the chair shall sign and execute all contracts in the name of the Foundation, and all notes, drafts or other orders for the payment of money, approved by the board or required by law or these Bylaws.
- The chair shall cause all books, reports, statements and certificates to be properly kept and filed as required by law or in these Bylaws.
Section 7. Duties of Vice Chair
The vice chair shall have the following duties: In the absence or disability of the chair, the vice chair shall perform all the duties of the chair, and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the chair. The vice chair shall have such other powers and perform such other duties as from time to time may be prescribed respectively by the board.
Section 8. Duties of Secretary
The secretary shall have the following duties:
- The secretary shall keep the minutes of the meetings of the Board of Trustees in appropriate books.
- The secretary shall be the custodian of the records.
- The secretary shall keep the seal of the Foundation and shall affix the seal to corporate papers when required by law or by these Bylaws or action of the Board of Trustees.
- The secretary shall attend to all correspondence and present to the Board of Trustees at its meetings all official communications received by the Foundation.
- The secretary shall maintain, in accordance with the board resolutions and these Bylaws, the roll of the Foundation which shall show as to each individual whether the individual is in good standing with the Foundation, and perform other duties as required by these Bylaws and resolutions and action of the board.
- The secretary shall perform all duties incident to the office of secretary of the Foundation.
Section 9. Duties of Treasurer
The treasurer shall perform the following duties:
- The treasurer shall have the care and custody of and be responsible for all the funds and securities of the Foundation, and shall deposit such funds and securities in the name of the Foundation in such banks or safe deposit companies as the Board of Trustees may designate.
- The treasurer shall make, sign and endorse in the name of the Foundation all checks, drafts, notes, and other orders for the payment of money, and pay out and dispose of such under the direction of the chair or the Board of Trustees.
- The treasurer shall keep at the principal office of the Foundation accurate books of account of all its business and transactions and shall at all reasonable hours exhibit books and accounts to any trustee upon application at the office of the Foundation during business hours.
- The treasurer shall render a report of the condition of the finances of the Foundation at each regular meeting of the Board of Trustees and at such other times as required by the board.
- The treasurer shall further perform all duties incident to the office of treasurer of the Foundation.
- If required by the Board of Trustees, the treasurer shall give such bond as the Board of Trustees shall determine appropriate for the faithful performance of the duties of the office.
Section 10. Other Agents & Officers
The board may appoint and charge such other agents and officers as it deems appropriate to carry out the operations of the Foundation.
Article 8. Contracts, Checks & Deposits
The Foundation shall not make any loan of money or property to or guarantee the obligation of any trustee or officer. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Foundation, shall be signed by such officer or officers, agent or agents of the Foundation and in such manner as shall from time to time be established by resolution of the Board of Trustees. All funds of the Foundation not otherwise employed shall be deposited from time to time to the credit of the Foundation in such banks, trust companies or other depositories as the Board of Trustees may establish by resolution.
Article 9. Review & Amendment of Bylaws
The Board of Trustees shall review these Bylaws on a regular basis. The Bylaws of the Foundation may be adopted, amended or repealed, in whole or in part, by the member at an annual or special meeting.
Article 10. Miscellaneous
Section 1. Fiscal Year
The fiscal year of the Foundation shall be on a calendar year.
Section 2. Corporate Seal
The Board of Trustees may adopt a form of corporate seal; this shall be circular in form and shall have inscribed thereon the name of the Corporation, and the words, “Alaska” and “Corporate Seal.”
Section 3. Definitions
As used in these Bylaws the following definitions shall apply:
“Law” shall mean the Alaska Nonprofit Act, other relevant state statute, relevant federal statute, and any decisional law construing any of the foregoing, and includes any regulations, policies or procedures adopted or enforced by any state or federal administrative agency applying “law” as defined herein.
Good¢ents Articles of Incorporation
Article I. Name
The name of the corporation shall be Golden Valley Electric Foundation, Inc. (the “Foundation”).
Article II. Principal Office
The principal office of the Foundation shall be 758 Illinois Street, Fairbanks Alaska.
Article III. Duration
The period of its duration is perpetual.
Article IV. Purposes
This Foundation shall be formed under the nonprofit provisions of the State of Alaska, and the purpose or purposes for which the Foundation is formed are:
- The purposes of which the Foundation is organized are the accumulation and disbursement of funds exclusively for charitable, benevolence, scientific, civic, literary, and educational purposes (e.g. literacy programs, environmental projects, public service funding, etc. for groups such as fire departments, youth programs, EMS stations, schools and similar organizations), within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986 or any future provision of the United States Internal Revenue Code, in the communities within the service area of Golden Valley Electric Association. The Foundation is a nonprofit public benefit corporation and is not organized for the private gain of any person.
- Notwithstanding any other provisions of these articles, the Foundation shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax under section 501 (c)(3) of the Internal Revenue Code of 1986, or any future provision of the United States Internal Revenue Code.
- To acquire, own, hold, exercise, and in any manner dispose of franchises, rights, privileges, licenses, and easements necessary, useful, or convenient for carrying out and accomplishing any of the purposes of the Foundation;
- To purchase, lease, and in any manner acquire, own, hold, maintain, sell, lease, exchange, and in any manner dispose of any and all real and personal property which may be necessary, useful, or convenient for the carrying out and accomplishing of any of the purposes of the Foundation;
- Provided, however, in furtherance of its corporate purposes, the Foundation shall have all the general powers enumerated in AS 10.20.011 of the Alaska Nonprofit Corporation Act, as now in effect or as may be amended, together with the power to solicit grants and contributions for such purposes. The enumeration of the foregoing powers shall not be held to limit or restrict in any manner the general powers of the Foundation, and the Foundation shall be authorized to exercise and enjoy all of the powers, rights, and privileges, granted to or conferred upon the Foundation by the laws of the State of Alaska, now or hereafter in force.
Article V. Registered Agent
The name and address of the Foundation’s initial registered agent for service of process is Brian Newton, 758 Illinois Street, PO Box 71249, Fairbanks, AK 99707.
Article VI. Trustees
Following the initial organizational meeting of the incorporators and adoption of the Bylaws, the Foundation shall have six voting trustees, all of whom must be members of the Golden Valley Electric Association
The names and addresses of three initial trustees who constitute (at the said organizational meeting) the board for purposes of calling the meeting and adopting Bylaws, are:
- Rick Schikora, 758 Illinois Street, PO Box 71249, Fairbanks, AK 99707
- Brian Newton, 758 Illinois Street, PO Box 71249, Fairbanks, AK 99707
- Monica Apfelbeck. 758 Illinois Street, PO Box 71249, Fairbanks, AK 99707
Article VII. Member
The Member of the Foundation shall be as follows:
- The member of the Foundation shall be Golden Valley Electric Association, Inc.
- The member shall not be individually liable or responsible for any debts of the Foundation.
- The member shall be entitled to one vote, and only one vote, in the meetings of the Foundation, regardless of the member’s financial interest herein.
Article VII. Dissolution
The property of the Foundation is irrevocably dedicated to charitable purposes meeting the requirements for exemption under Sec. 501(c) (3) of the Code.
In the event of dissolution of the Foundation, assets shall be distributed for one or more exempt purposes within the meaning of 501(c)(3) of the Internal Revenue Code of 1986 or corresponding section of any future Federal tax code, or shall be distributed to the Federal, State, or local government for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office the organization is then located, exclusively for such purposes. In no event shall any of such assets or property be distributed to any trustee or officer, nor to any private individual.
Article IX. Indemnification
The Board of Trustees may indemnify a trustee, officer or former trustee or officer of the Foundation, or a person who has served at the Foundation’s request as a trustee or officer of another corporation in which it owns shares of capital stock or of which it is a creditor, against expenses actually and reasonably incurred by that person in connection with the defense of any action, suit or proceeding, civil or criminal, in which that person is made a party by reason of being or having been a trustee or officer, except in relation to matters in which that person was adjudged, in the action, suit or proceeding, to be liable for negligence or misconduct in the performance of corporate duties and may make any other indemnification authorized by the Bylaws.
Article X. Limited Liability
A trustee of the Foundation shall not be personally liable to the Foundation for monetary damages for the breach of fiduciary duty as a trustee. This does not eliminate or limit the liability of a trustee for (1) breach of a director’s duty of loyalty to the Foundation; (2) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; or (3) a transaction from which the trustee derives an improper personal benefit.
Article XI. Incorporators
The names of the incorporators are:
- Rick Schikora, 758 Illinois Street, PO Box 71249, Fairbanks, AK 99707
- Brian Newton, 758 Illinois Street, PO Box 71249, Fairbanks, AK 99707
- Monica Apfelbeck. 758 Illinois Street, PO Box 71249, Fairbanks, AK 99707