FRELINGHUYSEN HOME AND SCHOOL ASSOCIATION
AMENDED AND RESTATED BYLAWS
ARTICLE 1 – NAME
The name of this organization shall be the “Frelinghuysen Home and School Association” and is sometimes hereinafter referred to in these Bylaws as the “Association” or the “HSA”.
ARTICLE 2 – PURPOSE OF THE ASSOCIATION
2.1 General Purpose. The purpose of the Association shall be for charitable and public purposes and all activities of the Association shall be exclusively charitable and educational within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986.
2.2 Specific Purposes. The specific purposes of the Association are:
(a) to promote the welfare and well-being of Frelinghuysen Middle School (“FMS” or the “School”) students in home, school and community;
(b) to promote the relationship between the home and FMS, and to enhance the cooperation among parents/guardians, teachers and staff and community for the educational benefit of each student; and
(c) to provide financial support and/or programs to enhance the academic and social growth of the School’s students
ARTICLE 3 – POLICIES OF THE ASSOCIATION
3.1 Nonpartisan Activities.
(a) The Association is organized exclusively for charitable, educational and/or scientific purposes under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended from time to time (the “IRC”). The Association shall be non-commercial, non-secretarian, non-partisan and not-for-profit.
(b) The Association shall not endorse any candidate or commercial enterprise. The name of the Association and the names of its officers in their official capacities shall not be used in connection with any commercial concern, with any partisan interest or for any purpose not related to the objectives of the Association.
(c) Notwithstanding any other provision of these Bylaws, the Association shall not carry on any activities not permitted to be carried on by 501(c)(3) organization or by any organization, contributions to which are deductible under Section 170(c)(2) of the IRC, or similar section of any further federal tax code.
3.2 Dedication of Assets.
(a) The properties and assets of the Association are irrevocably dedicated to charitable, educational and public purposes. No part of the net earnings, properties, or assets of the Association shall inure to the benefit of or be disbursed to any private person, or to any member or officer of the Association, except that the Association shall be authorized and empowered to pay reasonable compensation for the services rendered and to make payments and distributions in furtherance of the purposes set forth in Article 2.
(b) Upon the dissolution or winding up of the Association, its assets remaining after payment, or provisions for payment, of all debts and liabilities of the Association shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable purposes and which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code.
3.3 General Association Policies.
(a) The Association shall cooperate with the School to support the improvement of education and communication in ways that will not interfere with the administration of the School and shall not seek to control its policies, but shall be free to offer constructive recommendations.
(b) The Association may cooperate with other organizations and agencies concerned with child welfare, but persons representing the Association in such matters shall make no commitments that bind the Association.
3.4 Financial Policies and Signing Authority.
(a) All financial disbursements of $500.00 or more must be made by check and must bear the signatures of two officers—the Treasurer’s and one of the Co-President’s.
(b) All requests for non-budgeted expenditures must be approved as follows:
(i) The Executive Board may approve the expenditure of funds for student and school-related needs up to $500 without a vote of the Association; provided, however that any such expenditure voted upon by the Executive Board will be reported at the next regularly scheduled Association meeting; and
(ii) Non-budgeted expenditures exceeding $500 must be approved by a majority vote at an Association meeting.
(c) The financial books and records of the Association shall be examined on an annual basis in the manner and by such individual(s) as the Executive Board shall determine. Such examination shall be completed by September 1.
(d) The Executive Board may authorize any officer(s) or agent(s) to enter into any contract or execute any instruments in the name of the Association. Such authority may be general or confined to specific causes.
ARTICLE 4 – MEMBERSHIP
Membership in the Association shall include all parents/guardians of students enrolled at FMS, together with all staff of FMS, without regard to race, color, creed or national origin. There are no membership dues, but “supporting donations” are encouraged at the beginning of each academic calendar year.
ARTICLE 5 – EXECUTIVE BOARD
5.1 Membership. The Executive Board shall consist of the officers of the Association. The School’s principal shall be an ex officio member of the Executive Board.
5.2 Duties. The duties of the Executive Board shall be to:
(a) transact necessary business between meetings of the Association in preparation for the general Association meetings;
(b) create standing and temporary committees necessary for the operation of the Association in fulfilling its purpose and approve plans of work of committees;
(c) create standing rules and policies;
(d) ensure all financial statements are in order and are filed properly;
(e) prepare and submit a budget for the next fiscal year to the Association for approval;
(f) approve routine invoices and requests for reimbursements;
(g) prepare reports and recommendations to the Association; and
(h) such other duties as necessary to fulfill the purpose of the Association.
5.3 Meetings. The Executive Board shall meet on a monthly basis on such dates and at such times as the Co-Presidents, in consultation with the principal of the School, shall fix. A majority of the Executive Board shall constitute a quorum for the transaction of any business. The majority vote at a meeting at which a quorum is present shall be the act of the Executive Board.
5.4 Meeting by Telephone. Members of the Executive Board may participate in a meeting by means of a telephone conference call or any other means of communication by which all persons participating in the meeting are able to hear each other.
5.5 Action without Meeting. Action which is required or permitted to be taken at a meeting of the Executive Board may be taken without such meeting if all of the members of the Executive Board consent in writing to taking such action without a meeting. If all of the members so consent, the affirmative vote of the number of officers that would be necessary to authorize or take such action at a meeting shall be the act of the Executive Board. Such consent shall describe the action taken, be in writing, be signed by each member of the Executive Board consenting, and be delivered to the Secretary and included in the minutes. Electronic mail or facsimile transmissions may be utilized.
ARTICLE 6 – OFFICERS AND THEIR ELECTION
6.1 Officers. The officers of the Association shall consist of the following: (i) Two Co-Presidents with staggered two-year terms; (ii) Treasurer; (iii) Secretary; (iv) Communications Chair; and (v) Committees Chair. Officer positions can be shared. A member of the Association may not hold more than one officer position at a time. Officers assume their work on a pure volunteer basis.
6.2 Duties of Officers. Officers shall perform the duties prescribed by these Bylaws, Association policies and procedures, and any other duties assigned by the Co-Presidents or the Association.
(a ) Co-Presidents. The Co-Presidents shall have the usual executive powers of supervision and management pertaining to the office, and such other powers and duties as may be prescribed in these Bylaws or designated by the Executive Board. The Co-Presidents shall preside over all meetings of the Association and of the Executive Board, serve as the primary contact for the principal, represent the Association at meetings outside of the organization, appoint special committees, serve as ex officio members of all committees except the nominating committee, and coordinate the work of all officers and committees of the Association so that the purpose of the Association is served.
(b) Treasurer. The Treasurer shall receive all funds of the Association for deposit in the name and to the credit of the Association in an FDIC-approved financial institution located in Morris County, keep a full and accurate record of receipts and expenditures, prepare checks and make disbursements in accordance with Association policies and procedures, present a financial statement at every meeting and at other times when requested by the Association, present the proposed budget at the May annual Association meeting, reconcile bank statements, complete and file in a timely manner all necessary tax forms, submit the books annually for audit or review as described in subsection 3.4(c), and maintain and keep in good order all Association official financial documentation. If requested by the Co-Presidents, the Treasurer shall prepare a list of all fundraising activities sponsored by the Association and all proposed gifts to the Morris School District for submission to and approval by the Board of Education.
(c) Secretary. The Secretary shall take the minutes of all meetings of the Association and distribute the minutes electronically to the Executive Board in a timely manner. Official copies of the minutes and copies of the Bylaws of the Association, with amendments, shall be maintained electronically on the Association’s content management system or in such other manner as the Association shall decide. The Secretary shall preside over meetings in the absence of both Co-Presidents. The Secretary shall conduct Association written correspondence at the request of the Co-Presidents.
(d) Communications Chair(s). The Communications Chair(s) shall oversee, coordinate and/or maintain, as applicable, all of the Association’s internal and external electronic communications, tools and efforts, including the Association’s website and content management system, the weekly electronic newsletter, the Association contact database, Association-sponsored videos, and the Association’s social media feeds. The Communications Chair(s) shall work closely with the Co-Presidents and FMS administrators to support other school-wide communications efforts as needed. The Communications Chair(s) may preside over a committee of individuals who help to execute upon these duties.
(e) Committees Chair(s). The Committees Chair(s) shall be the liaison between the Executive Board and the various committees of the Association and shall be responsible for their general coordination. Such duties shall include ensuring that all chairpersons of Association committees are aware of their respective committee’s budget and goals, and the Association’s applicable policies and procedures and requirements regarding contracts, activity documentation and fiscal documentation (e.g., check requests, deposits and reimbursements), reporting at Association meetings the current status of committee activities and events, thanking specific Association volunteers and committee members for their work upon successful completion of an activity and providing notice of any vacant volunteer positions.
6.3 Nominations and Elections.
(a) Nominations for officers shall be made by a nominating committee of at least four (4) members but no more than seven (7) members consisting of the following individuals: (i) the outgoing Co-President, who shall serve as the Chairperson of the committee; (ii) the Co-President going into his/her second year; (iii) an outgoing officer of the Executive Board; and (iv) between one and four other members appointed by the Executive Board, with the goal of representing the various sending areas of the Morris School District.
(b) By April of the current academic calendar year, the nominating committee shall advertise the open Association positions for the next academic calendar year by posting same on the Association website and in such other manner as the Executive Board shall direct.
(c) The nominating committee shall select one nominee for each position needing a new officer. Only those persons who are members of the Association and have signified their consent to serve if elected shall be nominated for or elected to such office. Members shall have the opportunity to nominate themselves for any position. The entire slate of officers shall be posted on the Association’s website no less than twenty (20) days prior to the May Association meeting.
(d) The slate shall be presented and voted upon at the May Association meeting. Nominations may be made from the floor at the May Association meeting. The officers shall be elected by a majority of those members present at the May Association meeting.
6.4 Terms of Office. Each officer shall serve for a term of one (1) year until his/her successor has assumed his/her duties, except for the President, who shall serve a term of two (2) years. No person may hold the same office for more than two (2) consecutive terms unless there are no other nominees for such position and the officer has the consent of the nominating committee, provided, however that due to the technical nature of the position, the Communications Chair may hold the office for three (3) consecutive terms. Duly-elected officers shall assume their official duties on July 1, except the Treasurer, who shall not assume office until the Association’s financial books and records have been closed, which shall occur not later than August 31. Outgoing officers shall transfer all pertinent records to duly elected officers in a timely manner.
6.5 Vacancies. A vacancy occurring in an office or committee chair shall be filled for the remainder of the school year by a person elected by a majority vote of the remaining members of the Executive Board.
6.6 Removal. Any officer may be removed from office for cause by a majority vote of the Association at a regular or special meeting of the Association at which a quorum is present. Notice of pending removal must be made to the officer in question and to membership prior to the meeting of the Association. The Executive Board, by majority vote, may suspend such person effective immediately pending a vote of the general membership.
ARTICLE 7– MEETINGS OF THE ASSOCIATION
7.1 Meeting Dates. Regular meetings of the Association shall be open to all members and shall be held at the School on the designated dates fixed by the Co-Presidents, in consultation with the principal of FMS. There shall be a minimum of three (3) regular meetings of the Association during the school year, including an end-of-the-year meeting in which the next year’s officers shall be elected and regular business transacted. The Co-Presidents and the principal shall fix the regular Association meetings (and all school events) at the end of each school year, for the following school year. Regular meetings may be combined with additional programming/special events as deemed desirable.
7.2 Notification of Meetings. Notification of meetings will be distributed at the beginning of the year on the school calendar. Other communication means such as email or text distributions and notices on the Association website calendar may be utilized to notify members of meetings as well.
7.3 Special Meetings. Special meetings may be called at the discretion of the Executive Board. Notice of such meetings must be given to Association members at least forty-eight (48) hours prior to being held. At such special meetings, only such business as shall have been specified in the notice for such meeting shall be transacted.
7.4 Quorum. The quorum necessary to conduct regular business of the Association at a meeting shall be ten (10) voting members, provided that at least five (5) of these persons are not current elected officers.
7.5 Voting. Each member of the Association is entitled to one (1) vote at Association meetings; provided, however, that teachers and other staff of the School shall not be entitled to vote unless they are also a parent/guardian of a student enrolled at the School. The majority vote at a meeting at which a quorum is present shall be the act of the Association. Voting will be taken by a show of hands and recorded by the Secretary in the meeting minutes or, in exceptional circumstances, by secret ballot. No member shall vote by proxy at any meeting. Each voting member has the right to propose motions. All motions must be made, seconded and voted upon by the members.
7.6 Meeting by Telephone. Members of the Association may participate in a meeting by means of a telephone conference call or any other means of communication by which all persons participating in the meeting are able to hear each other.
7.7 Criticism. Criticism of specific teachers, students, members of the staff or administrators shall not be permitted during debate on any question at a meeting.
ARTICLE 8 – STANDING COMMITTEES AND SPECIAL COMMITTEES
8.1 Standing Committees. Standing committees shall be created by the Executive Board as required to promote the objectives of the Association. Nominees for committee chairs will have nominated themselves. Additional nominations for vacant slots may be selected by the nominating committee provided the consent of each candidate has been obtained. If there is a vacancy occurring on a committee, the chair shall be filled for the rest of the year by the Executive Board. If feasible, standing committee chair(s) shall serve for two-year terms, with chair(s) serving staggered terms in order to create continuity.
8.2 Duties. The specific duties and requirements for each committee and chairman shall be set forth in separate committee binders, which shall be reviewed and updated annually as necessary. The chair(s) of committees shall present plans of work to the Executive Board and/or Committee Chair(s) for approval. No work shall be undertaken without consent of the Executive Board. Fliers or other communications to the School community regarding committee events shall be approved by the principal and by the Co-Presidents prior to distribution. Each chair, upon expiration of the term of his/her office, shall turn over to the Executive Board or next chair, without delay, all records, books, and other material pertaining to the chairmanship, and shall return to the Treasurer, without delay, all funds belonging to the Association.
8.3 Special Committees. The Executive Board and the Association shall have the power to create Special Committees in order to carry out specific programs and projects. The chairperson(s) and members of special committees shall serve until their assignments have been completed.
8.4 Meetings. Committee meetings shall be held at such times and places as deemed necessary by the committee chair(s) to fulfill the committee’s responsibilities.
ARTICLE 9 – INDEMNIFICATION
The Association shall indemnify and hold harmless officers and other corporate agents of the Association to the fullest extent allowed by the New Jersey Nonprofit Corporation Act, N.J.S.A. 15A:3-4, as amended from time to time, for any claims or liabilities arising out of service to the Association.
ARTICLE 10 – AMENDMENTS
These Bylaws shall be reviewed by the Executive Board at least annually and amended or restated as necessary. Amendments shall be proposed and adopted in the following manner:
(a) A draft copy of the proposed amendment shall be presented and voted upon at an Executive Board meeting at which a quorum is present. A majority vote by the Executive Board shall be necessary to constitute approval;
(b) If passed by the Executive Board, a minimum of one week’s notice that an amendment of the Bylaws is to be offered for a vote must be provided in advance of the next regular Association meeting or special meeting. The notice will contain the proposed amendment (or provide a location from which it may be obtained) as well as an announcement of the intent to vote on passage.
(c) The proposed amendment will become effective if passed by a two-thirds (2/3) vote of the members at an Association meeting at which a quorum is present.
ARTICLE 11 – PARLIAMENTARY PROCEDURE
The rules contained in “Robert’s Rules of Order,” latest edition, shall govern the Association in all cases in which they apply and in which they do not conflict with these Bylaws. The Association’s Secretary shall act as parliamentarian when needed.