shms hsa by laws 20190101€¦ · web view01/01/2019 · article 3 - policies. ... the term of the...

BY-LAWS OF THE STRATH HAVEN MIDDLE SCHOOL HOME AND SCHOOL ASSOCIATION

ARTICLE 1 - NAME AND PURPOSESection 1. Name. The name of the organization is the Strath Haven Middle School Home

and School Association. It is an incorporated organization.

Section 2. Objectives. The Strath Haven Middle School - Home and SchoolAssociation shall have as its objectives:

a. promoting better understanding between parents, teachers, administrators and the community by discussion of school issues;

b. presenting to parents, teachers and administrators an opportunity to learn about issues of mutual concern through public meetings and study groups;

c. promoting the education and enjoyment of the school community by sponsoring special events;

d. providing financial assistance for special events and school needs;

e. presenting issues of concern to the Wallingford Swarthmore Board of School Directors.

ARTICLE 2 - GENERAL MEMBERSHIPAll parents or guardians of Strath Haven Middle School students, and the faculty and

administrators of the school shall be voting members.

ARTICLE 3 - POLICIESThe Strath Haven Middle School - Home and School Association shall be a non-partisan, non-sectarian, non-commercial, non-profit organization. It will operate within the policies of the Wallingford Swarthmore School District.

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ARTICLE 4 - ORGANIZATIONAL STRUCTURESection 1. Executive Board. The Strath Haven Middle School - Home and School Association shall have an executive board, which shall have general charge of the policies, administration, and fundraising activities of the Association. For purposes of the Nonprofit Corporation Law of 1988, as amended (the "Act") and for any other lawful purpose, the Executive Board shall be deemed to be a board of directors and each member of the Executive Board shall be deemed to be a director of the Association.

Section 2. Executive Board. The Executive Board shall be composed of a President, Vice President, two Co-Chairs, Secretary, Treasurer, Receiving Treasurer, 3 parent representatives (1 each from Grades 6, 7 and 8) the Principal (voting ex officio), and the Chairperson of each standing committee.

Officers. The President, Vice-PresidentCo-Chairs, Secretary, Treasurer and Receiving Treasurer shall be the Officers of the Association and shall be elected by the General Membership at the annual meeting in May for a term of one year. Each office may be held jointly. Neither the Principal of the Middle School nor any teacher currently teaching in the Middle School may be an Officer of the Association.Faculty Representative. The faculty representative from each grade level shall be present at business meetings on a rotating basis.Parent Representatives. Parent representatives shall be elected by the General Membership at the annual meeting in May for a term of one year.Chairpersons of Standing Committees. The Chairperson of each standing committee

shall be elected by the General Membership at the annual meeting in May for a term of

one year.

Standing Committee. The Officers may form a standing committee by majority vote of the General Membership present and voting at a meeting at which a quorum is present. Said standing committees may include educational enrichment, hospitality, ways and means, volunteer coordinator, public relations, directory, Friday Flash editor, dimensions in livingCareer Day, and any others deemed necessary by the Board.

Section 3. Voting. Any members of the General Membership shall have the right to make motions and vote at all business meetings of the General Membership excepting as is otherwise provided by these By-Laws. Each member shall be entitled to one vote. Each individual holding one or more offices shall be entitled to one vote. A vote by a majority


of the General Membership present and voting at any meeting at which a quorum is present shall be sufficient to pass any motion pending before the General Membership.

Section 4. Monthly Meetings of the General Membership. All regularly scheduled meetings of the General Membership shall be open to all members of the Association. Notice of all regularly scheduled meetings shall be given at least seven (7) days in advance of said meeting by publication in such manner as is designated by the Executive Board. Regularly scheduled meetings shall be held monthly in the evening from September through June. The June meeting shall be a joint meeting of the incoming and outgoing Executive Boards.

General Membership meetings may be cancelled at the discretion of a majority of the Offcers but at least eight (8) meetings must be held. The majority of the Officers may call such additional meetings of the General Membership as they deem necessary. The President Co-Chairs may call meetings of the Executive Board. Notice of rescheduled or additional meetings of the General Membership or the Executive Board shall be given to all members of the Executive Board by the Secretary by phone or in (including facsimile or electronic mail transmission), at least 24 hours prior, to said meeting.

Section 5. Term of Office. The President and the Vice-PresidentCo-Chairs shall serve in

office for a term of one two years and may not succeed themselves in the same office as

elected thereto. Co-Chair terms should be staggered so that one Co-Chair is continuing

across the term as a new Co-Chair is transitioining in. The Secretary, Treasurer and

Receiving Treasurer may, if so elected, serve a maximum of three consecutive years in said

office.

The term of the new Executive Board shall commence on August 1 and end at the

conclusion of the fiscal year which is July 31.

Section 6. Ouorum. Ten individuals from the General Membership shall constitute a quorum for purposes of conducting business. A majority of the Executive Board shall constitute a quorum for meetings of the Executive Board. The acts of a majority of the Executive Board present and voting at a meeting at which a quorum is present shall be the acts of the Executive Board.


Section 7. Vacancy. A vacancy on the Executive Board during a member's term shall be filled by appointment by a majority vote of Officers attending and voting excepting should a vacancy occur in the office of the PresidentCo-Chair, the Vice-President shall succeed to the presidencya new Co-Chair will be filled by appointment by a majority vote of Officers attending and voting..

In the event that the Vice-President does not desire or is unable to accept the nomination for the Presidency, the Nominating Committee will select a replacement from the General Membership.

ARTICLE 5 - NOMINATION AND ELECTIONSSection 1. Nominating Committee. The Nominating Committee shall be chaired by the Vice-Presidentone of the Co-Chairs of the Strath Haven Middle School Home and School Association and be comprised of at least three individuals (including the Vice Presidentsecond Co-Chair), one from each region of the School District. These individuals will be selected from the General Membership by the President and Vice PresidentCo-Chairs.

Suggestions for nominees for various Association positions shall be sought from the

General Membership of the Association and from the Grade parents of each

elementary school.

The Nominating Committee shall, by a majority vote of those members present and voting, elect a proposed slate of Officers, parent representatives and chairpersons for each standing committee which slate shall be presented to the General Membership.

Section 2. Rotation of Officers. The Vice-President shall be nominated for the following term for the offce of the Presidency.Co-Chairs will always serve two terms. The terms of the two Chairs will stagger to facilitate continuation of knowledge from one year to the next.

Section 3. Elections. The Chairperson of the Nominating Committee shall notify the

membership of the proposed slate of Officers, parent representatives and chairpersons for


each standing committee by posting the information on the Home and School page of the

District website at least one week before the annual meeting and election which shall be

held each May.

At the annual meeting and prior to the elections, nominations for any elected position

shall also be accepted from the floor upon a motion and second from the General

Membership. Elections shall be by a majority vote of the General Membership present

and voting at the annual meeting provided a quorum is present. ,

If there are no nominations from the floor, the vote may be by acclamation.

For purposes of the election, those members present shall constitute a quorum.

ARTICLE 6 - DUTIES OF ELECTED OFFICERS[(a)] President Co-Chairs The President CoChairs shall:

(1) preside at all meetings of the Association

(2) oversee all business of the Association

(3) along with the Officers, appoint the chairpersons of the nominating

committee, fund-raising projects, and ad hoc committees, as deemed

necessary by the Board.

[(b)] Vice-President The Vice-President shall:

[(1)] co-ordinate presentations to the Association

[(2)] preside at meetings in the absence of the president

[(3)] automatically be placed as nominee for the presidency in the following year

(4) succeed the presidenttheir Co-Chair in the event of disability, resignation, or removal

(5) chair the nominating committee( c ) Secretary The Secretary shall:

(1) record and keep minutes of all Association and board meetings

(2) provide minutes of meetings to each board member present immediately prior

to monthly Association meeting

(3) have a copy of the Association By-Laws available at all meetings

(4) be responsible for all official correspondence


(d) Treasurer The Treasurer shall:

(1) be responsible for the dispersal of all Association funds

(2) provide a written monthly financial report at each Association meeting.[(3)] on a monthly basis, provide the President Co-Chairs with:

[a)] a list of checks written,

a)[b)] a copy of the most recent bank statement,

b)[c)] a reconciliation of the bank account balance to the monthly financial report.

(3)[(4)] if requested, present the books at any time for a review

(4)[(5)] provide necessary documentation and accounts to a CPA who will in turn fill out a Return of Organization Exempt from Income Tax form (a 990 form).

(e) Receiving Treasurer The Receiving Treasurer shall:

(1) be responsible for the receipt of all Association funds

[(2)] on a monthly basis, provide the President Co-Chairs with:

a) a list of deposits received,

(f) Parent Representatives (Grades 6. 7 and 8) The Parent Representative shall:(1) act as liaison between parents and the Board and parents and the principal

for the grade level they represent

(2) act as chairperson for the parents of the grade level they represent

ARTICLE 7 - FINANCESection 1. Fund Raising Projects. Fund raising projects may be organized at the discretion of the Board by a majority vote of the Executive Board present and voting.

Section 2. Review. On an annual basis, a majority of the Executive Board present and voting will approve a CPA to review the Association books and to prepare Return of Organization Exempt from Income Tax form (a 990 form). This review should take place no later than October 31 following the close of the fiscal year. At any time, a majority of the Executive Board present and voting, may request a review of the books, records, and bank account of the Association, by a designated individual or firm.


Section 3. Bank Account. The Treasurer and President Co-Chair shall be authorized

signers on the Home and School bank account. If the job of Treasurer is held by two

individuals, only one of them will have this authorization.

Section 4. Expenditures. Expenditures up to $250, outside of the approved line item budget, may be made with the approval of the majority of the Officers. Expenditures of $251 and over require the approval of the majority of those General Members present and voting at the Association meeting. The only exceptions to this policy are Wish List Items exceeding $250. All such expenditures shall be approved by a majority of members present and voting at a regular monthly meeting even when these expenditures fall within the Wish List line item of the approved budget.

ARTICLE 8 - PARLIAMENTARY PROCEDUREAll matters not otherwise covered in these By-Laws shall be governed by Robert's Rules of Order, Newly Revised.

ARTICLE 9 - LIMITATION OF LIABILITY; INSURANCE

Section 1. Limitation of Liability of Directors, A member of the Executive Board shall

not be personally liable, as such, for monetary damages for any action taken or any

failure to take any action as an Executive Board member unless:

a. The Executive Board member has breached or failed to perform the duties of his or her office under Subchapter B of Chapter 57 of the Act; and

b. The breach or failure to perform constitutes self-dealing, willful misconduct, or recklessness.

This Section shall not apply to (1) the responsibility or liability of an Executive Board

member pursuant to any criminal statute, or (2) the liability of an Executive Board

member for the payment of taxes pursuant to federal, state, or local law. Any repeal or

amendment of this Section shall be prospective only and shall not increase, but may


decrease, an Executive Board member's liability with respect to actions or failures to act

occurring prior to such change.

Section 2. Insurance. The Association may purchase and maintain insurance on behalf of

any person who is or was an Executive Board member or Officer of the Association or is

or was serving at the request of the Association as a director or Officer of another

domestic or foreign corporation for profit or not-for-profit, partnership, joint venture,

trust, or other enterprise against any liability asserted against him or her and incurred by

him or her in any such capacity, or arising out of his or her status as such, whether or not

the Association would have the power to indemnify him or her against that liability

under the Act. The Association's payment of premiums with respect to such insurance

coverage shall be provided primarily for the benefit of the Association. To the extent that

such insurance coverage provides a benefit to the insured person, the Association's

payment of premiums with respect to such insurance shall be provided in exchange for

the services rendered by the insured person and in a manner so as not to constitute an

excess benefit transaction under section 4958 of the Internal Revenue Code of 1 986, as

amended.

ARTICLE 10 - INDEMNIFICATIONSection 1. Representative Defined. For purposes of this Article, "representative" means

any member of the Executive Board or Officer of the Association.

Section 2. Third-Party Actions. The Association shall indemnify any representative who was or is a party or is threatened to be made a party to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Association), by reason of the fact that he or she is or was a representative of the Association, or is or was serving at the request of the Association as a director or officer of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action or proceeding if he or she


acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Association and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action or proceeding by judgment, order, settlement, or 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 that he or she reasonably believed to be in, or not opposed to, the best interests of the Association and, with respect to any criminal proceeding, had reasonable cause to believe that his or her conduct was unlawful.

Section 3. Derivative and Corporate Actions. The Association shall indemnify any

representative who was or is a party or is threatened to be made a party to any threatened,

pending or completed action by or in the right of the Association to procure a judgment in

its favor by reason of the fact that he or she is or was a representative of the Association,

or is or was serving at the request of the Association as a director or officer of another

domestic or foreign corporation for profit or not-for-profit, partnership, joint venture,

trust, or other enterprise, against expenses (including attorneys' fees) actually and

reasonably incurred by him or her in connection with the defense or settlement of the

action if he or she acted in good faith and in a manner he or she reasonably believed to be

in, or not opposed to, the best interests of the Association. Indemnification shall not be

made under this Section in respect of any claim, issue or matter as to which the person

has been adjudged to be liable to the Association unless and only to the extent that the

court of common pleas of the judicial district embracing the county in which the

registered office of the Association is located or the court in which the action was brought

determines upon application that, despite the adjudication of liability but in view of all

the circumstances of the case, such person is fairly and reasonably entitled to indemnity

for such expenses that the court of common pleas or other court shall deem proper.

Section 4. Employee Benefit Plans. For purposes of this Article, "other enterprises" shall include employee benefit plans; "serving at the request of the Association" shall include any service as a representative of the Association that imposes duties on, or involves services by, the representative with respect to an employee benefit plan, itsparticipants or beneficiaries; excise taxes assessed on a person with respect to any employee benefit plan shall be deemed "fines"; and action with respect to an employee


benefit plan taken or omitted in good faith by a representative of the Association in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of the plan shall be deemed to be action in a manner that is not opposed to the best interests of the Association.

Section 5. Procedure for Effecting Indemnification. Unless ordered by a court, any indemnification under Section 2 or Section 3 shall be made by the Association only as authorized in the specific case upon a determination that indemnification of the representative is proper in the circumstances because he or she has met the applicable standard of conduct set forth in those Sections. The determination shall be made:

a. By the Board by a majority vote of a quorum consisting ofExecutive Board members who were not parties to the action or proceeding;

b. If such a quorum is not obtainable or if obtainable and a majority vote of a quorum of disinterested Executive Board members so directs, by independent legal counsel in a written opinion; or

c. By the General Membership.

Section 6. Advancing Expenses. The Association shall pay expenses (including

attorneys' fees) incurred in defending any action or proceeding referred to in Section 2 in

advance of the final disposition of the action or proceeding upon receipt of any undertaking by or on behalf of the representative to repay the amount if it is ultimately determined that he or she is not entitled to be indemnified by the Association as authorized in this Article or otherwise.

Section 7. Supplementary Coverage. The indemnification and advancement of expenses

provided by or granted pursuant to this Article shall not be deemed exclusive of any other

rights to which a person seeking indemnification or advancement of expenses may be

entitled under the Act, or any bylaw, agreement, vote of the General Membership or

disinterested Executive Board members, or otherwise, both as to action in his or her

official capacity and as to action in another capacity while holding that office. Article 11


(relating to conflicts of interest) shall apply to any bylaw, contract, or transaction

authorized by the Executive Board under this Section. However, no indemnification may

be made by the Association under this Article or otherwise to or on behalf of any person

to the extent that:

a.

b.a. The act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted self-dealing, willful misconduct, or recklessness; or

b. The Executive Board determines that under the circumstances indemnification would constitute an excess benefit transaction under section 4958 of the Internal Revenue Code of 1986, as amended.

Section 8. Duration and Extent of Coverage. The indemnification and advancement of

expenses provided by or granted pursuant to this Article shall, unless otherwise provided

when authorized or ratified, continue as to a person who has ceased to be a representative

of the Association and shall inure to the benefit of the heirs and personal representatives of

that person.

Section 9. Reliance and Modification. Each person who shall act as a representative of the

Association shall be deemed to be doing so in reliance upon the rights provided by this

Article. The duties of the Association to indemnify and to advance expenses to a

representative provided in this Article shall be in the nature of a contract between the

Association and the representative. No amendment or repeal of any provision of this

Article shall alter, to the detriment of the representative, his or her right to the advance of expenses or indemnification related to a claim based on an act or failure to act which took place prior to such amendment or repeal.

ARTICLE 11 - CONFLICTS OF INTERESTSection 1. Conflicts of Interest Policy. The Association's conflicts of interest policy is set

forth in this Article. The purpose of the conflicts of interest policy is to protect the

Association's interest when it is contemplating entering into a contract or transaction that

might benefit the private interest of an officer or Executive Board member of the

Association. This policy is intended to supplement the requirements of the Act. The

conflicts of interest policy shall apply to all contracts or transactions between theVersion 04/21/2016 Final Revision1/17/2019 11

Association and Executive Board members and Officers.

Section 2. Definitions. For purposes of this Article, the following terms shall have the

meanings set forth below.

(a) "Compensation" means direct and indirect remuneration and gifts or favors which are substantial in nature.(b) "Financial Interest" means, directly or indirectly, through business, invesment, or family:

(i) An ownership or investment interest in any entity with which theAssociation has a contract or transaction;

(ii) A Compensation arrangement with the Association or with any entity or individual with which the Association has a contract or transaction; or

(iii) A potential ownership or investment interest, in, or Compensation arrangement with, any entity or individual with which the Association is negotiating a contract or transaction.

A Financial Interest is not necessarily a conflict of interest. A person who has a Financial

Interest has a conflict of interest only if the Board or committee decides that a conflict of

interest exists.

(c) "Interested Person" means an Executive Board member or Officer who has a direct or indirect Financial Interest.

Section 3. Annual Disclosure Statements. Each Executive Board member or Officer shall

execute and deliver to the President Co-Chair an annual statement disclosing the facts

relating to any actual or potential Financial Interest or stating that he or she has no

reportable Financial Interest. The President Co-Chair shall report the results of the annual

disclosure statements to the Executive Board at its annual meeting.

Section 4. Ongoing Disclosures. If any Executive Board member or Officer of the Association has a Financial Interest in any proposed contract or other transaction involving the Association, the Executive Board member or Officer must disclose the

Financial Interest to the Board or committee authorizing the contract or transaction. The

Board or committee shall determine whether the Financial Interest constitutes a conflict

of interest.Version 04/21/2016 Final Revision1/17/2019 12

Section 11.5. Participation and Voting, An Executive Board Member or Officer who has a

conflict of interest may answer questions of the Board or committee considering the

contract or transaction that involves the conflict. However, after answering questions, the

Executive Board member or Officer shall leave the meeting during the discussion of the merits of the contract or transaction and shall not vote on the contract or other transaction. The interested Executive Board member or Officer shall be counted in determining the presence of a quorum.

Section 11.6. Recordkeeping Procedures. The minutes of meetings of the Board and

committees shall include:

(a) The names of all persons who disclosed or were found to have a Financial Interest in connection with an actual or potential conflict of interest, the nature of the Financial Interest, any action taken to determine whether a conflict of interest existed, and whether the Board or committee determined there was a conflict of interest;

(b) The names of the persons who absented themselves from the meeting during discussions and votes relating to the contract or transaction;

(c) The content of any discussion relating to the contract or transaction,

including any alternatives to the proposed contract or transaction; and (d) A record of the vote on the proposed contract or transaction.

Copies of any reports, appraisals, or other written data presented at the meeting to analyze the conflict of interest or to vote on the proposed contract or transaction shall be filed with the minutes. The minutes shall be prepared before the later of the next meeting of the Board or applicable committee or 60 days after the final action is taken by the Board or committee. The Board or applicable committee shall review the minutes within a reasonable period of time after their preparation.

ARTICLE 12 - AMENDMENTSAny proposed amendments to the By-Laws shall be presented for consideration to the

General Membership at least one (1) regularly scheduled meeting in advance of a vote. The General Membership shall be notified of the proposed amendment by publication and in such manner as is determined by the Executive Board. The majority vote of the Executive


Board present and voting shall be necessary to submit a proposed amendment to the General Membership.

The By-Laws may be approved or amended by a vote of a majority of the General

Membership present and voting at any meeting at which a quorum is present

All Association members may vote on any proposed By-Law amendment.

Submitted by the Parent Association subcommittee:Cathy Bartkowski, Helene Van Hoeven, Co-ChairsMary Ann BedwellMary BosticDottie CelebreChristine DearnaleyJoan Friedman Leslie KomarnickiKathy SalomBetsy Van GundyDyane White

Revision 1997/1998Donna Martz, Leslie Erickson Co-Presidents Sue Hunt, Mary McTernan Co-Vice Presidents

Revision 2002/2003Jill McGraw, Dee Devor Co-PresidentsElise Simonian, Darlene McClellan Co- Vice PresidentsJulie Vrooman TreasurerKate Kelley Secretary

Revision 2004/2005Julie Clapp President Suzanne Barton Vice President

Revision 2005/2006Suzanne Barton PresidentYoung Heinbockel Receiving TreasurerCindy Hart-Griffith Treasurer

Revision 2015/2016Kelly Caulfield PresidentAmy Field Vice PresidentAni Diakatos TreasurerBarrie Spitaleri Receiving TreasurerMegan Muller Secretary

Revision 2018/2019 Alicia Kelly, President; Paula Seidman, Vice President


Revised the executive board to have two Co-Chairs instead of a President and Vice President. Adjusted the associated roles and responsibilities to reflect this change.Changes proposed and voted on in committee at the November 2018 meeting.Document sent out for review…..xxxxxRevised document approved by vote in January 2019 meeting


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