THE WATERFRONT SCHOOL FOUNDATION BY-LAWS
ARTICLE 1: GENERAL
1.1 NAME - The name of the organization shall be the Waterfront School Foundation (hereinafter referred to as "the Foundation").
1.2 DESCRIPTION - The Foundation is a nonprofit organization that exists for charitable and educational purposes, including the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the lnternal Revenue Code.
1.3 PURPOSE - The purpose of the Foundation shall be:
A. To enhance and support the educational experience of the students at Waterfront Montessori (hereinafter referred to as "the School");
B. To facilitate communication between families and the School;
C. To organize programs and activities for students and parents;
D. To engage in fundraising activities for School-related student activities; and
E. To foster a relationship between the School and its surrounding community by providing educational programs and activities, including but not limited to the granting of scholarships to broaden the diversity of the student body.
1.4 SCOPE OF AUTHORITY - The Foundation is consultative with respect to policies of the School and cannot make any binding decisions that affect the School without the approval of the Head of School of Waterfront Montessori (hereinafter referred to as "Head of School").
1.5 REGISTERED OFFICE - The registered office of the Foundation shall be located in the State of New Jersey at such place as may be fixed from time to time by the Board of Directors upon filing of such notices as may be required by law.
ARTICLE 2: MEMBERSHIP
2.1.1 Upon completion of the membership form and payment of annual membership dues as hereinafter provided,
A. all parents and legal guardians of students currently enrolled in the School; and,
B. all parents and legal guardians of former students who have an interest in furthering the purpose of the Foundation, may become members of the Foundation.
2.1.2 The Board of Directors may, by resolution, invite persons to join as members of the Foundation.
2.2 DUES - Dues shall be used to fund activities of the Foundation. The amount of annual membership dues shall be fixed by the Board from time to time.
2.3 MEETING OF MEMBERS - General meetings of members shall be held at least once per school year. Notice of such meetings shall be given by the Secretary at least ten (10) business days before the meeting. Such notice may be accomplished by electronic mail, or where electronic mail is not practicable, by personal delivery or by first-class mailto the last known address on file with the Foundation. Electronic notice and notice by mail are effective as of the day they are sent.
2.4 QUORUM - The quorum at all meetings of members of the Foundation shall no less than ten percent (1O%) of the members eligible to vote. For the purposes of voting by the membership by electronic ballot in the absence of a meeting, quorum shall be deemed to have been reached when ten percent (10%) of the members have submitted their ballots.
2.5 VOTING - All members who are current in the payment of annual membership dues shall have voting privileges, one vote per household. Any voting by members may be by physical or electronic ballot.
2.6 PROXY - Every member entitled to vote at a meeting of members may authorize another person to act for him at that meeting by proxy signed and submitted to the Secretary.
ARTICLE 3: BOARD OF DIRECTORS
3.1 POWERS - The property, affairs, and business of the Foundation shall be managed by the Board of Directors (sometimes referred to as "the Board" or "the Directors"). It is the duty of the Directors to bring to fruition the goals of the Foundation. A Director shall perform such duties, including the duties as a member of any committee of the Board upon which the Director may serve, in good faith and in a manner such Director believes to be in the best interests of the Foundation.
3.2 NUMBER - The Board shall consist of no fewer than five (5) and no more than fifteen (15) Directors. The number of Directors may be increased or decreased from time to time by amendment to the Bylaws.
3.3 TERM - The initial Board of Directors shall be appointed by the incorporator. Each initial Director so appointed shall hold office until June 30, 2014.
Thereafter, each Director who is elected at a meeting of members shall serve a one (1) year term beginning July 1 of the year in which they were elected, with the exception of the President, Vice President, Treasurer and Secretary, who shall serve two (2) year terms in accordance with the provisions of Section 5.8.
3.4 NOMINATION - The Nominating Committee shall select from the members of the Foundation and nominate at least one (1) candidate for each vacancy on the Board. The Nominating Committee may also nominate members of the community who have an interest in furthering the purpose of the Foundation. The Nominating Committee shall present its slate of candidates to the Board for approval by majority not less than one (1) month before the date of the annual meeting. Additional candidates may be nominated by any member by written notice to the Nominating Committee, no less then ten (10) business days before the date of the annual meeting.
3.5 ELECTION - At the annual meeting of members, the Nominating Committee's nominations approved by the Board and any additional candidates nominated per Section 3.4 above, shall be presented to the membership. Elections shall take place either physically at the annual meeting or electronically immediately after the meeting at the discretion of the Board of Directors.
3.6 REMOVAL - Any Director may be removed, with or without cause, by majority vote of the remaining members of the Board. Proper notice of intent to remove a Director must be given in writing to the Director in question and to all members of the Board ten (10) business days prior to the meeting at which the vote is to be taken. A vacancy created in this manner shall be filled by nomination of a replacement in accordance with Section 3.4 and election by the membership by electronic vote. A Director elected to fill any vacancy shall hold office for the unexpired term of his/her predecessor and until a successor is elected and qualified.
3.7 RESIGNATION - Any Director may resign at any time by delivering written notice thereof to the Secretary of the Foundation. Such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
3.8 VACANCIES - Vacancies occurring in the Board resulting from an increase in the authorized number of directors, or the death or resignation of one (1) or more Directors shall be filled by a majority vote of the Board. A Director elected to fill any vacancy shall hold office for the unexpired term of his/her predecessor and until a successor is elected and qualified.
3.9 PROPERTY - No Director shall have any right, title, or interest in or to the property of the Foundation.
ARTICLE 4: MEETINGS OF BOARD OF DIRECTORS
4.1 REGULAR MEETINGS - Regular meetings of the Board shall be held at least four (4) times during the school year at such place and time as the Board shall fix.
4.2 SPECIAL MEETINGS - Special meetings may be called by the President or by written request of any two (2) or more Directors submitted to the Secretary.
4.3 NOTICE OF MEETINGS
4.3.1 Notice of any special meeting of the Board or any committee thereof, shall be given by the Secretary at least ten (10) business days before the meeting. Such notice may be accomplished by electronic mail, or where electronic mail is not practicable, by personal delivery or by first-class mail to the last known address on file with the Foundation. Electronic notice and notice by mail are effective as of the day they are sent.
4.3.2 Notice of any special meeting shall specify the time and place of the special meeting and the business to be transacted. No other matter shall be considered by the Board of Directors at such special meeting except upon unanimous vote of all Directors present.
4.4 WAIVER OF NOTICE - Whenever any notice is required to be given to any Director or committee member by the Articles of Incorporation, the Bylaws, or by the laws of the State of New Jersey, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice. In addition, attendance of a Director or committee member of the Foundation at any meeting shall constitute a waiver of notice of such meeting except where the Director or committee member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
4.5 QUORUM - A majority of the entire Board of Directors shall constitute a quorum for the transaction of business. The act of the majority of Directors present at a meeting at which a quorum is present shall be the act of the Board, unless the vote of a greater number is required by the Bylaws, the Articles of lncorporation or applicable New Jersey law. Except as provided in Section 3.6, no business may be transacted without a quorum; provided, however, that a lesser number in attendance at such a meeting may adjourn any meeting from time to time without further notice. If Section 3.2 provides for an even number of Directors, a "majority" shall mean one-half (1/2) of such number plus one (1).
4.6 VOTING - Each Director entitled to vote shall have one (1) vote. All voting at meetings shall be done personally and no proxy or absentee voting shall be allowed.
4.7 MEETINGS BY CONFERENCE TELEPHONE - Unless otherwise restricted by these Bylaws, the Board and any committee designated by it may conduct any meeting of such Board or committee by means of a conference telephone or by any means by which all persons participating in the meeting are able to communicate with one another, and such participation shall constitute presence in person at the meeting. Any Board or committee member wishing to participate by conference telephone or other agreed-upon means of communication, is expected to communicate in advance with the President/Chair or Secretary of such intention
4.8 ACTIONS BY WRITTEN CONSENT - Unless otherwise restricted by the Articles of lncorporation, the Bylaws, or the laws of the State of New Jersey, any action required or permitted to be taken at a meeting of the Board or a committee of the Board, may be taken without a meeting if a majority of the Directors or committee members, as the case may be, entitled to vote with respect to such action, consent in writing, setting forth the action so taken. Such consent shall have the same force and effect as a majority vote and shall be filed with the minutes of proceedings of the Board or committee.
4.9 PRESUMPTION OF ASSENT - A Director of the Foundation who is present at a meeting of the Board at which action on any Foundation matter is taken shall be presumed to have assented to the action taken unless his or her dissent or abstention is entered in the minutes of the meeting or unless he or she files written dissent or abstention to such action with the person acting as the Secretary of the meeting before the adjournment thereof or sends such dissent or abstention by electronic mail to the Secretary immediately after the adjournment of the meeting. Such right to dissent or abstain shall not apply to a Director who voted in favor of such action.
4.10 RULES OF PROCEDURE - The rules of procedure at any meeting of the Board shall be consistent with Roberts Rules of Order.
ARTICLE 5: OFFIcERS
5.1 OFFICERS - The officers of the Foundation shall be the President, Vice President, Secretary, Treasurer and Member At Large (the "Officers").
5.2 PRESIDENT - The President shall preside at all meetings of the Board of Directors and at all meetings of the members, shall ensure the supervision and administration of the business and affairs of the Foundation and shall perform all such other duties as are incident to the office or are properly required by the Board of Directors.
5.3 VICE PRESIDENT - The Vice President shall assist the President and during the absence or inability of the President to serve, the Vice President shall exercise all of the functions of the President. The Vice President shall have such powers and shall perform such other duties as may be assigned to him/her from time to time by the President or the Board.
5.4 SECRETARY - The Secretary shall keep all records of the Foundation, take and record minutes of the meetings of the Board and the meetings of the members, issue notices for meetings in accordance with the provisions of the Bylaws or as required by law and shall perform such other duties as are incident to the office or as may be assigned to him/her from time to time by the President or the Board.
5.5 TREASURER - The Treasurer shall receive all funds of the Foundation, keep an accurate record of receipts and expenditures, and pay out funds in accordance with the approval of the Board. At each meeting of the members and the Board of Directors, and from time to time as may be requested by the Board, the Treasurer shall present a financial statement of the Foundation.
5.6 MEMBER AT LARGE - The Member At Large shall have such responsibilities as are assigned by the Board of Directors from time to time.
5.7 ELECTION OF OFFICERS - The Officers shall be elected from among the Directors by a majority vote of the Board of Directors.
5.8 TERMS OF OFFICE - ln order to provide continuity to the Board of Directors and the Foundation, each Officer, except the Member At Large, shall serve for a period of two (2) years subject to the provisions below:
- The President and the Secretary shall vacate their respective positions in each even- numbered year, beginning June 30,2014.
- The Treasurer and the Vice President shall vacate their respective positions in each odd- numbered year, beginning June 30, 2015.
The Member At Large shall serve for a period of one (1) year.
Officers are not permitted to serve two (2) consecutive terms in the same office. Two (2) offices may not be held simultaneously by the same person.
5.9 VACANCIES - Vacancies in any office arising from any cause may be filled by the Board and any officer so elected shall serve for the unexpired term of his/her predecessor.
5.10 REMOVAL - Any officer may be removed by the Board whenever in its judgment the best interests of the Foundation will be served thereby. Any officer whose removal has been proposed shall be given an opportunity to be heard by the Board. A majority of the remaining Board is required to approve the removal of an officer.
5.11 RESIGNATION - An officer may resign at any time by delivering written notice to the Board. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
5.12 OTHER OFFICERS - The Board may appoint such other officers or agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.
ARTICLE 6: COMMITTEES
6.1 EXECUTIVE COMMITTEE - The Executive Committee shall consist of the President, Vice President, Secretary, Treasurer and a Member At Large elected from among the Directors by majority vote of the Board. The Executive Committee shall be responsible for the day-to-day management of the Foundation.
6.2 NOMINATING COMMITTEE - The Nominating Committee shall consist of the President, Vice-President and Treasurer and shall be responsible for nominations and election of Directors as described in Section 3.4.
6.3 ADDITIONAL COMMITTEES - Other standing or temporary committees may be appointed by the Board of Directors from time to time and the Board of Directors may invest such committees with such powers and subject to such conditions as the Board of Directors may see fit. The Executive Committee shall designate and appoint, from among the Board members, a Chair for each additional committee.
6.4 EXPENDITURE - Any expenditure of Foundation funds by a committee shall require prior approval of the Board.
6.5 COMMITTEE RECORDS - All committees shall keep records of its meetings and accounts of all receipts and expenditures. These committee records shall be available to the Board of Directors from time to time upon request.
ARTICLE 7: MISCELLANEOUS PROVISIONS
7.1 FISCAL YEAR - The fiscal year of the Foundation shall begin on July 1 and end June 30 of the following year.
7.2 FISCAL AGENTS - The Foundation may designate such fiscal agents, investment advisors, and custodians as the Board of Directors may select by resolution. The Board may at any time, with or without cause, discontinue the use of the services of any such fiscal agent, investment advisor, or custodian in accord with the agreement reached with that organization. The Board shall not designate the use of fiscal agents, investment advisors, or custodians that have as their officers or directors, any person who is a member of the Board of Directors or an officer of the Foundation.
7.3 CONTRACTS - The Board may authorize, by resolution, a Director or Directors, any agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Foundation. Such authority may be general or confined to specific instances.
7.4 CHECKS. DRAFTS AND ORDERS OF PAYMENT - All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Foundation shall be signed by such officer or officers, or agent or agents, of the Foundation and in such manner as is from time to time determined by resolution of the Board.
7.5 DEPOSITS - All funds of the Foundation 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 Directors may designate.
7.6 GIFTS - The Directors, collectively or individually, any officer or designated agent may accept gifts, contributions, bequests, or devise of any property on behalf of the Foundation.
7.7 LOANS - No Director, officer or agent shall have the authority, on behalf to the Foundation, to enter into a loan or any other contract of indebtedness except by resolution of the Board of Directors. The authority designated by this provision shall be limited to a single and specific instance. No loans shall be made by the Foundation to any Director or officer.
7.8 PAYMENTS AND COMPENSATION - All of the assets and earnings of the Foundation shall be used exclusively for its exempt purposes, including the payment of expenses incidental thereto. No part of any net earnings shall inure to the benefit of or be distributed to the Directors, Officers, committee members or any private person, except that the Foundation shall be empowered to pay reasonable compensation for services rendered by said persons serving the Foundation in any other legally permitted capacity, and make payments and distributions in furtherance of the purposes set forth in Article I of these Bylaws.
7.9 ELECTRONIC SIGNATURES - Wherever a written instrument is required to be executed hereunder, an electronic signature, to the extent permitted by applicable law, shall be deemed to be a written signature.
7.10 PROHIBITED ACTIVITIES - The Foundation will not carry on any activities not permitted by an organization exempt under Section 501(cX3), lnternal Revenue Code, 1986, or the corresponding provision of any future federal law. The Foundation shall not participate in any political campaign in any manner or attempt to influence legislation.
ARTICLE 8: CONFLICT OF INTEREST POLICY
8.1 PURPOSE - The purpose of this Conflict of lnterest Policy is to protect the Foundation's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a Director or Officer of the Foundation or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
8.2.1 lnterested Person - Any Director, Officer or member of a committee with Board-delegated powers who has a direct or indirect financial interest, as defined below, is an interested person.
8.2.2 Financial lnterest - A person has a financial interest if the person has, directly or indirectly, through business, investment or family:
- An ownership or investment interest in any entity with which the Foundation has a transaction or arrangement;
- A compensation arrangement with the Foundation or with any entity or individual with which the Foundation has a transaction or arrangement; or
- A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Foundation is negotiating a transaction or arrangement.
8.2.3 Compensation - Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
8.2.4 A financial interest is not necessarily a conflict of interest. Under Section 8.4, a person who has a financial interest may have a conflict of interest only if the Board decides that a conflict of interest exists.
8.3 DUTY TO DISCLOSE - ln connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and all material facts to the Directors at a meeting of the Board.
8.4 DETERMINING WHETHER A CONFLICT OF INTEREST EXISTS - After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the Board meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board members shall decide if a conflict of interest exists.
8.5 PROCEDURES FOR ADDRESSING THE CONFLICT OF INTEREST
8.5.1 An interested person may make a presentation at the Board meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
8.5.2 The chairperson of the Board shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
8.5.3 After exercising due diligence, the Board shall determine whether the Foundation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
8.5.4 lf a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board shall determine by a majority vote of the disinterested Directors whether the transaction or arrangement is in the Foundation's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.
8.6 VIOLATIONS OF THE CONFLICT OF INTEREST POLICY
8.6.1 lf the Board has reasonable cause to believe a Director or member of a committee with Board-delegated powers has failed to disclose actual or possible conflicts of interest, it shall inform such Director or member of the basis for such belief and afford such Director or member an opportunity to explain the alleged failure to disclose. lf, after hearing such Director or member's response and after making further investigation as warranted by the circumstances, the Board determines the Director or member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
8.7 RECORDS OF PROCEEDINGS - The minutes of the Board shall contain:
- the names of the person who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest; the nature of the financial interest; any action taken to determine whether a conflict of interest was present; and the Board's decision as to whether a conflict of interest in fact existed; and
- the names of the persons who were present for discussions and votes relating to the transaction or arrangement; the content of the discussion, including any alternatives to the proposed transaction or arrangement; and a record of any votes taken in connection with the proceedings.
8.8.1 A Director of the Board who receives compensation, directly or indirectly, from the Foundation for services is precluded from voting on matters pertaining to that Director's compensation.
8.8.2 A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Foundation for services is precluded from voting on matters pertaining to that member's compensation.
8.8.3 A voting member of the Board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Foundation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
8.9 ANNUAL STATEMENTS - Each Director, Officer and member of a committee with Board- delegated powers shall annually sign a statement that affirms such person:
has received a copy of the Conflicts of lnterest Policy;
has read and understood the policy;
has agreed to comply with the policy; and
understands the Foundation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax- exempt purposes.
8.10 PERIODIC REVIEWS - To ensure the Foundation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
- Whether compensation arrangements and benefits are reasonable, are based on competent survey information, and are the result of arm's length bargaining.
- Whether partnerships, joint ventures, and arrangements with management organizations conform to the Foundation's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or an excess benefit transaction.
8.11 USE OF OUTSIDE EXPERTS - When conducting the periodic reviews as provided for in Section 8.10, the Foundation may, but need not, use outside advisors. lf outside experts are used, their use shall not relieve the Board of its responsibility for ensuring periodic reviews are conducted.
ARTICLE 9: DISSOLUTION
Upon dissolution of the Foundation, the Board of Directors shall, after paying or making provision for payment of all liabilities of the Foundation, including the costs and expenses of such dissolution, dispose of all the assets of the Foundation exclusively for the exempt purposes of the Foundation, or distribute to charitable and educational organizations of a similar or like nature to this Foundation as determined by the Board of Directors.
ARTICLE 10: STATEMENT OF NON-DISCRIMINATION
Notwithstanding any provision of these Bylaws, the Foundation shall not discriminate against any director, officer, employee, applicant, or participant on the basis of sex, race, color, ethnicity or national origin.
ARTICLE 11: AMENDMENT OF BYLAWS
The Bylaws may be amended at any regular or special meeting of members, provided that written notice of any proposed amendment shall be submitted to all Directors and members at least ten (10) business days before the scheduled meeting. Such notice may be accomplished by electronic mail, or where electronic mail is not practicable, by personal delivery or by first- class mail to the last known address on file with the Foundation. Electronic notice and notice by mail are effective as of the day they are sent.
The undersigned hereby certifies that the foregoing Bylaws were duly adopted by the Foundation's Board of Directors on April 10,2013.
Karen Lipsits, Secretary