As Amended March 14, 2006
BYLAWS OF THE
JOHN EATON HOME AND SCHOOL ASSOCIATION
The following shall be the Bylaws of the above named corporation, a nonprofit corporation organized under the District of Columbia Nonprofit Corporation Act and hereinafter called the “HSA” or “Corporation,” which shall maintain its principal offices in the District of Columbia at such place as its directors may determine.
ARTICLE I: PURPOSES OF THE HSA
The purposes for which the HSA is organized and shall be operated are as follows:
A.To establish and operate an organization to promote mutual cooperation between parents, staff, community and the District of Columbia Board of Education for the benefit of John Eaton Elementary School;
B.To bring home and school closer together, promote active participation of as many eligible individuals as possible, and thus work for the best interests of the children; and
C.To carry out any other activities not inconsistent with the District of Columbia Nonprofit Corporation Act.
ARTICLE II: POLICIES OF THE HSA
The following are the basic policies of the HSA:
A.The HSA shall be noncommercial, nonsectarian, and nonpartisan and shall operate without regard to gender, sexual orientation, race, religion, national origin, or disability.
B.Neither the name of the HSA nor the names of any of its members in their official capacities shall be used in connection with any commercial concern or with any partisan interests or for any other purpose not appropriately related to promotion of the purposes of the HSA.
C.The HSA shall not--directly or indirectly--participate or intervene (in any way, including the publishing or distributing of statements) in any political campaign on behalf of, or in opposition to, any candidate for public office, nor, to the extent not permitted of an organization exempt from taxation by Section 501(c)(3) of the Internal Revenue Code of 1954, as amended, or to which contributions are deductible by virtue of Section 170(c)(2) of said Code, as amended, devote more than an insubstantial part of its activities to attempting to influence legislation.
D.The HSA shall work with the District of Columbia Board of Education and representatives of schools in the District of Columbia or elsewhere, if appropriate, to provide quality education for all John Eaton Elementary School children and to support the improvement of education generally.
E. The HSA may cooperate with other organizations and agencies concerned with child welfare and education.
F.In the event of the dissolution of the HSA, its assets shall be distributed for one or more of the exempt purposes specified in Section 501(c)(3) of the Internal Revenue Code of 1954 as from time to time amended.
G. No part of the net earnings of the HSA shall inure to the benefit of, or be distributable to, its directors, officers, other private individuals, or any organization not operated exclusively for charitable, educational or scientific purposes that shall qualify as an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended, except that the HSA shall be authorized and empowered to pay reasonable compensation for services rendered to it and to make payments and distributions in furtherance of its purposes.
ARTICLE III: HSA MEMBERS, MEMBER RIGHTS, AND MEMBERSHIP MEETINGS
SECTION 1. Class of Membership. The HSA shall have one class of membership.
SECTION 2. Qualifications of Membership. Each parent or guardian whose child attends John Eaton Elementary, and each John Eaton Elementary faculty or staff member,is a member of the HSA without need for any further action or payment of dues.
SECTION 3. Members’ Rights. Each member is eligible to make motions, debate, and vote at meetings of the membership, and to serve in any of the HSA’s elective or appointive positions. Each member has the right to propose resolutions in accordance with Section 4 and to serve on HSA committees. Each HSA member shall have one vote in elections for the Board of Directors, on resolutions under Section 4, on each matter submitted by the Board of Directors for action by the membership, and on any other matter before the HSA membership.
SECTION 4. Resolutions. Any HSA member may propose a resolution for action by the HSA membership. To bring a resolution to a vote of the HSA members, a draft resolution must be: (a) consistent with the HSA purposes and policies identified in Articles I and II of these Bylaws, (b) provided in writing to one or more of the Directors of the HSA at least 3 days before a meeting of the HSA membership, (c) discussed at a meeting of the HSA membership, and (d) put to a membership vote as discussed in this section at least 7 days after the HSA meeting at which the resolution is discussed. The HSA Board of Directors is responsible for announcing the subject of the proposed resolution in advance of the HSA meeting, allowing adequate time for discussion at the HSA meeting, determining the final text of the resolution that will be put to a vote, distributing the proposed resolution through one or more communication means designed to reach all HSA members, and conducting an election in a manner that provides all HSA members an opportunity to vote. A resolution is approved if it receives a majority of the votes cast, and with votes equivalent to at least 25 percent of the HSA membership, except that a resolution to remove an HSA director shall require approval by at least 51% of the HSA membership.
SECTION5. Meetings of the Membership. There shall be at least two regular meetings of the HSAmembership during the school year to which all members are invited. Membership meetings may be combined with meetings of the Board of Directors. The times and dates of HSA membership meetings shall be determined by the Board. Special meetings may be called as the need arises by the President, Secretary, a majority of the Board of Directors, or petition signed by at least 50 members.
SECTION6. Notice. Members shall be given written or printed notice of every meeting of the HSA membership, including special meetings, not less than 2 nor more than 30 days before the date of the meeting. When notice is provided for special meetings, the purpose of the meeting shall also be stated in the notice. Notice may be given through the school’s newsletter or by any other appropriate means calculated to reach all HSA members.
SECTION7. Quorum. Not less than thirty (30) membersshall constitute a quorum for the transaction of business at any membership meeting of the HSA. If less than a quorum is present, a majority of those present may adjourn the meeting, without further notice, to such time after the giving of notice pursuant to Section 2 of this Article as a quorum shall have been obtained.
ARTICLE IV: DIRECTORS AND OFFICERS
SECTION 1. General Powers. The affairs of the HSA shall be managed by its Board of Directors. The Board shall act through majority vote.
SECTION 2. Directors and Terms of Office. The number of directors shall be not less than eight. The Board of Directors shall consist of the directors elected by the HSA membership in accordance with Section4 of this Article, the principal of John Eaton Elementary School, and two representatives selected by and from the faculty, one from the lower grades (currently pre-kindergarten through second grade) and one from the upper grades (currently third through sixth grade). Each spring, the Board of Directors shall identify the director positions for the succeeding school year, which shall include those positions specified in this Article of these Bylaws (specifically, President, at least oneVice President, Treasurer, Secretary, and Room Parent Coordinator) and the responsibilities of each position. Any director position may be shared by two persons. Each person holding or sharing a director position (including the principal and faculty representatives) shall have one vote on matters before the Board of Directors. Directors must be members of the HSA, but need not be residents of the District of Columbia. Directors elected by the HSA membership will serve an initial three-month period in a non-voting capacity, from April 1 to July 1, with the expectation of familiarizing themselves with their duties until their full installation in office on July 1. Each director’s term of office shall be for one year, from July 1 to June 30. A director may serve two or more consecutive terms.
SECTION 3. Officers. For any purpose for which the HSA is required to have officers of the corporation, such officers shall be the President or Co-Presidents, the First Vice President, the Secretary, and Treasurer.
SECTION 4. Election of Directors. The Board of Directors is responsible for conducting elections for HSA directors in a fair and open manner that provides all HSA members an opportunity to become a candidate for directorand to vote. In the spring, the Board will notify HSA members of expected director positions for the succeeding school year and how HSA members can volunteer to run for the Board. Each director, in conjunction with the HSA President or Co-Presidents, shall seek to recruit at least one candidate for election to that director’s position. Candidates for election must consent to run for election and to serve if elected. The Board of Directors shall provide written or printed notice to the HSA membership of the candidates for the board. The Board shall schedule elections to be held by each April 1 if possible. The election shall be held during the school day or at a schoolwide event at which a large portion of the HSA membership will be present and available to vote. If election is at a schoolwide event, additional nominations may be made from the floor, provided that nominees consent to their election and service in office. All HSA members shall be entitled to vote and election shall be held by closed ballot. Election is by majority vote. Write-in candidates will be allowed for all positions. If a write-in candidate receives the highest number of votes for a position, the write-in candidate will be considered elected to the position only if he or she received a minimum of five votes and consents to serve. If there are no candidates for any director position at the time of the annual election, the HSA President or Co-Presidents may call for a special election at any time to fill such vacancy, provided that HSA members are provided at least one day’s notice of the special election, and notice is provided through any one or more communication means designed to reach all HSA members.
SECTION5. Duties. The Board shall: (a) transact necessary business in the intervals between membership meetings as well as such other business as may be referred to it by the membership; (b) review and approve the work of standing and special committees; (c) prepare and approve a budget for the fiscal year; (d) approve capital expenditures; and (e) report to the membership. Only the Board of Directors may approve or amend the HSA budget and capital expenditures by the organization.
SECTION6. Meetings of the Board of Directors. The Board of Directors shall meet at least six times a year in accordance with a schedule set by the President with the approval of the Board. Special meetings of the Board of Directors may be called by the President or at the written request of a majority of the directors. Board meetings shall be open to all HSA members unless the Board or President calls for a closed meeting. The President may adjourn or close a Board meeting at his or her discretion. Board meetings may be combined with meetings of the HSA membership, but only directors may vote on matters reserved to the Board in Section 5.
SECTION7. Notice. Notice need not be given of regular meetings of the Board of Directors held in accordance with a schedule fixed by the Board of Directors. Notice of special meetings shall be given not less than 2nor more than 30 days in advance of any meeting, unless, in the opinion of the President, the urgency of the business requires a shorter period of notice. Such notice must be given by appropriate means calculated to reach all directors and, to the extent possible, HSA members. A director’s attendance at any meeting shall constitute waiver of notice of that meeting, except that waiver shall not occur if a director attends a meeting for the purpose of objecting that the meeting is not lawfully called or convened.
SECTION8. Quorum. One third of the directors, but in no event less than five directors, shall constitute a quorum at any Board meeting, but if less than a quorum is presenta majority of the directors present may adjourn the meeting, without further notice, from time to time until a quorum shall have been obtained.
SECTION9. Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors except where otherwise provided by law or these Bylaws. Any action required to be taken, or that may be taken, at a meeting of the Board of Directors, may be taken without a meeting with the written consent of all of the directors. Any or all directors may participate in a meeting of the Board of Directors by means of conference telephone or by any means of communication by which all persons participating in the meeting are able to hear one another, and such participation shall constitute presence in person at the meeting.
SECTION10. Compensation. No director shall receive any compensation for performing services as a director; provided that a director may serve the HSA in a non-director capacity for which he or she receives compensation.
SECTION11. Vacancies. A vacancy occurring in a director or officer position because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term, except as provided below. If a vacancy occurs in the office of the President, the First Vice President shall assume the vacancy and shall notify the membership thereof. Where a director or officer position has been shared by two individuals, and one of the two resigns or otherwise ceases to serve as an HSA director or officer, the remaining individual sharing the position may assume the full position or request that the board fill the vacancy for the unexpired portion of the term.
SECTION12. Resignations. Any director or officer may resign at any time by giving written notice to the Board of Directors or the President. A resignation shall take effect upon receipt of notice or at any later time agreed upon. Unless specified in the notice, acceptance of a resignation by the Board of Directors or President is not necessary to make the resignation effective.
SECTION13. Removal. Any director or officer may be removed from his or her position by special vote of HSA members through the resolution procedure set forth in Article III, Section 4, or by a two-thirds vote of the Board of Directors whenever in its judgment the best interests of the HSA shall be served.
SECTION14. President. The President shall be the principal executive officer of the HSA and shall, in general, implement and supervise all the business and affairs of the HSA subject to the control of the Board of Directors. The President shall preside at all meetings of the HSA membership and at meetings of the Board of Directors and, in general, he or she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors. The President shall be a voting member of all committees of the HSA.
SECTION15. Vice President. The Vice Presidents shall assist the President and shall perform such other duties as may be delegated by the President or the Board of Directors. The First Vice President shall be elected by the Board from among the directors elected by the HSA membership, and shall be empowered to serve as acting president if the president is absent or the president position becomes vacant.
SECTION 16. Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and the HSA, including all votes and resolutions adopted, and shall record all such documents and records in a book kept for that purpose. The Secretary shall maintain the official copy of these Bylaws and other corporate documents. The Secretary shall issue notices of all meetings, shall see to the filing of all reports required by governmental authorities, and shall perform such other duties as the Board may prescribe. The Secretary shall prepare and send correspondence for the HSA as directed by the Board or the President or as otherwise deemed appropriate by the Secretary. In the absence of the Secretary, the President shall designate a substitute.
SECTION 17. Treasurer. The Treasurer shall have custody of all funds, securities and assets of the corporate entity. The Treasurer shall ensure that: full and accurate account of the HSA’s receipts and disbursements are kept; all monies and other assets are deposited in the name of the HSA in such depositories or through such fiscal agents as the Board of Directors may prescribe; adequate insurance is maintained at all times, including directors and officers liability insurance; and federal and local tax returns and other financial filings are prepared and timely filed. The Treasurer shall oversee the disbursement of funds and assets of the HSA as ordered by the Board of Directors, or, should he or she be so empowered by the Board, upon the order of the President. The Treasurer shall provide an accounting of all transactions at regular meetings of the Board and at the annual meeting of the members.