01/07/2026
As we are all non-profit organization our bylaws must be made public. These will be posted here and soon also on our web page ghkmusicfoundation.org
Bylaws of the Grant Henry Karel Music Foundation
Article I – Name and Purpose
Section 1. Name
The name of the organization shall be Grant Henry Karel Music Foundation.
Section 2. Purpose
The Foundation was established by Cody and Emily Karel to honor the life and musical passion of their son, Grant. It is dedicated to enriching and sustaining music education within the Filer School District by providing ongoing financial support for students and programs in the arts. Through annual distributions in perpetuity, the Foundation supports a broad range of needs within the arts at Filer Schools, including scholarships and other educational opportunities—ensuring that every student, regardless of circumstance, has the chance to explore and grow through the power of music.
Article II – Offices
The principal office of the Foundation shall be located in the State of Idaho.
Article III – Board of Directors
Section 1. Authority and Responsibility
The Board of Directors shall have general control and management of the affairs, funds, and property of the Foundation and shall carry out its mission in accordance with these bylaws.
Section 2. Composition
The Board shall consist of no fewer than three (3) and no more than nine (9) members.
Section 3. Eligibility and Election
Board members are elected by virtue of their role as art, music, or theater teachers in the Filer School District. If a newly eligible teacher declines the position, a replacement may be nominated by the existing Board using community members with an active stake in the arts of the Filer School District.
Section 4. Term
Board members shall serve indefinitely, until they voluntarily resign or are removed as outlined in Section 5.
Section 5. Removal
A Board member may resign at any time. A majority vote of the Board may also remove a Board member.
Section 6. Vacancies
Vacancies will be filled by nomination and majority vote of the Board, or as new eligible educators join the Filer School District.
Section 7. Administration
Administrators of the Filer School District are ineligible to be Members of the Board.
Section 8. Compensation
Members of the Board are not entitled or eligible for any compensation.
Article IV – Officers
Section 1. Officers
The officers of the Foundation shall be:
President
Vice President
Secretary
Treasurer
Section 2. Election and Term
Officers shall be elected by the Board from among its members and serve terms as determined by the Board, with no set term limit.
Section 3. Duties
President: Presides over meetings and represents the Foundation.
Vice President: Assists the President and assumes duties in their absence.
Secretary: Keeps meeting minutes and maintains official records.
Treasurer: Manages financial records and reports to the Board annually.
Article V – Meetings
Section 1. Frequency
The Board shall hold at least one annual meeting each fiscal year. Special meetings may be called by the President or by any two Board members.
Section 2. Quorum
A simple majority of the Board shall constitute a quorum.
Section 3. Voting
Each Board member shall have one vote. All decisions require a majority of those present at a duly called meeting.
Section 4. Visitors
Visitors and guests accompanied by Members may be admitted to the meetings, except on occasions designated by the Board of Directors as private or closed meetings.
Article VI – Fiscal Year
The Board shall determine the fiscal year of the Foundation.
Article VII – Conflict of Interest
The Foundation does not formally adopt a Conflict of Interest Policy, but expects Board members to act in good faith and the best interest of the organization.
Article VIII – Insurance and Indemnification
Section 1. Indemnification
To the fullest extent permitted by law, the Foundation shall indemnify and hold harmless any person who serves or has served as a director, officer, employee, or agent of the Foundation against any and all claims, liabilities, and expenses (including attorney’s fees) arising out of or in connection with such person’s role or activities on behalf of the Foundation, provided that the individual acted in good faith and in a manner reasonably believed to be in the best interest of the Foundation.
Section 2. Insurance
The Foundation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Foundation against any liability asserted against them and incurred in such a capacity, whether or not the Foundation would have the power to indemnify them against such liability under these bylaws or applicable law.
Section 3. Exclusions
Indemnification shall not apply to matters arising from gross negligence, willful misconduct, or actions taken in bad faith.
Section 4. Annual Returns
The Board shall review the Foundation’s annual filing with the Internal Revenue Service prior to filing.
Section 5. Gifts
The Board of Directors may accept on behalf of the Foundation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Foundation.
Article IX – Amendments and Precedent
Bylaws may be adapted and clarified through precedent, as new and nuanced situations arise. Decisions made by the Board in response to such circumstances shall establish future precedent and function as amendments.
Grant Henry Karel Music Foundation supports the Filer High School music program in memory of Grant Karel through scholarships and arts funding.
