Article I
Members
Section 1. Membership
The members of this Corporation shall consist of (a) any parent or guardian of a child under the age of eighteen (18) whose child is enrolled in the School; (b) any adult student; (c) teachers and principals regularly employed by the Corporation; (d) each member of the Board of Directors of the Corporation; and (e) Honorary members as specified in Article I, Section 2.
The duties and responsibilities of the members shall be determined in accordance with the objects and purposes for which the Corporation was formed.
Membership in this Corporation is not transferable or assignable.
Section 2. Honorary Membership
Nomination for lifetime honorary membership requires a two-thirds vote of the Board of Directors and the approval of a majority vote of a Member Meeting. An honorary member has no voting rights.
Article II
Meetings of Members
Section 1. Annual Meeting of the Members
An annual meeting of the members shall be held in the month of April each year at the specific date and time set by the Board of Directors for the purpose of installing new Board members and Officers, for the transaction of such other business as may come before the meeting, and for receiving the Annual Reports of the President and Treasurer. If the election of Board members and Officers is not held on the date designated for the annual meeting of the members or any adjournment there of, the election shall be held at a special meeting of the members as soon thereafter as is practicable.
Section 2. Special Meetings of the Members
A special meeting of the members may be called by the Board of Directors for any purpose. A special meeting of the members may also be called by any fifteen (15) members who sign a written request delivered personally or sent by mail to the Secretary of the Board. It shall be the duty of the Board of Directors to call a special meeting of the membership to be held at such time and place as the Board may fix, not less than twenty-one (21) days nor more than sixty (60) days after receipt of such request; and if the Board shall neglect or refuse to issue such call within fourteen (14) days of such receipt, the members making the request may issue the call, specifying therein the time and place of the meeting.
Section 3. Place of Meetings
The Board of Directors may designate any place for the Annual Meeting or for any special meeting called by the Board of Directors.
Section 4. Notice of Meetings
Written or printed notice stating the date, place, and hour of the annual meeting, and in the case of special meetings, the purpose or purposes for which the meeting is called, shall be posted at the School site, in the School newsletter and/or School website not less than fourteen (14) nor more than sixty (60) days before the date of that meeting.
Section 5. Quorum
At any meeting of the members of the Corporation the voting members present in person constitute a quorum. Each voting member so present shall be entitled to one vote and no more than one vote.
Section 6. Member Meetings Minutes
The proceedings of all member meetings shall be recorded in writing, which are to be signed by the Secretary and the Chair of the meeting. Minutes are to be archived and made available to members.
Article III
Board of Directors
The purpose of the Board of Directors is to:
- Provide governance of the Corporation
- Manage the Corporation’s business and affairs
- Be the Corporation’s ultimate governing authority
Section 1. Number and Terms
The number of Board members, including Officers and a Teachers’ Representative, shall be at least five (5) and not more than ten (10). The renewable term of office for Officers and Directors shall be a maximum of two years, and the renewable term of office for the Teachers’ Representative shall be a maximum of one year. All terms shall commence immediately following the annual meeting or ratification by the membership at a special meeting. No Director or Officer may hold more than one position on the Board of Directors.
Section 1.1. Staggered Terms
In the case of any board seat to be filled by election or appointment, the Board of Directors may, by majority vote, direct that the term of office shall be less than two (2) years. The Board of Directors should endeavor to provide that approximately one-half of the Board members’ terms shall conclude each year.
Section 1.2 Multiple Terms
Any member of the Board of Directors may serve multiple terms, whether consecutive or not.
Section 2. Nominations and Eligibility
Nomination for election as a Director may be made:
- By a nominating committee authorized by the Board of Directors, or
- By members from the floor at any meeting of the members in which elections for the Board of Directors are held.
Candidates need not be members of the Corporation to qualify for the Board of Directors. With the exception of one Teachers’ Representative, paid employees of the Corporation shall not be eligible to become voting members of the Board of Directors.
Section 3. Teachers’ Representative
The Board of Directors may include up to two Teachers’ Representative. The renewable term of office of the Teachers’ Representative shall be a maximum of one year.
Candidates for Teachers’ Representative may be nominated by any teacher, and must be elected through a majority vote of members personally present at the Annual Meeting or any Special Meeting called for the purpose of installing new Board members. One of the two must represent the interests of the weekday preschool program, and one the interests of the weekend school.
The Teachers’ Representative may be a teacher or other paid employee of the Corporation.
The Teachers’ Representative has all of the rights and responsibilities of a Director, including voting rights.
Section 4. Honorary Board Membership
The Membership of the Corporation may recognize outstanding service to the Corporation or community with an honorary lifetime Directorship. Nomination for a lifetime honorary Directorship requires a two-thirds vote of the Board of Directors and the approval of a majority vote of a Member Meeting.
Paid employees of the Corporation are eligible to become Honorary Directors.
An Honorary Director has no voting rights but may have such other rights, powers and responsibilities as are designated by the Board of Directors.
Section 5. Elections
New Board members will be elected through a majority vote of the members personally present at the Annual Meeting or any Special Meeting called for the purpose of installing new Board members, as specified in Article I. In the case of multiple nominees for a given seat, the nominee with the most votes wins the seat.
Section 6. Annual and Regular Meetings
The regular annual meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after and at the same place as the annual meeting of members. The Board of Directors may provide by resolution the time and place for the holding of additional regular meetings of the Board without other notice than such resolution.
Section 7. Special Meetings
Special meetings of the Board of Directors may be called by or at the request of the President or any two Board members. The person or persons, authorized to call special meetings of the Board may fix any place, either the registered office of the Corporation or elsewhere, as the place for holding any special meetings of the Board called by them.
Section 8. Notice of Special Meetings
Notice of any special meeting of the Board of Directors shall be given at least five (5) days previous thereto by written notice, delivered personally, per e-mail, by telephone orally, or sent by mail or telegram to each Board member. If by mail, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed with postage therein prepaid.
Section 9. Notification by Electronic Means
The Corporation may deliver to members, including Board members, notices, demands, consents or waivers by electronic transmission, if such member has consented to receive such electronically transmitted communications. The consent must designate the message format accessible to the member and the address, location or system to which the notices or other document may be electronically transmitted. For purposes of these Bylaws, an “electronic transmission” is an electronic communication (a) not directly involving the physical transfer of a record in a tangible medium and (b) that may be retained, retrieved, and reviewed by the sender and the recipient thereof, and that may be directly reproduced in a tangible medium by such a sender and recipient.
Section 10. Quorum
One half (l/2) of the members of the Board shall constitute a quorum for the transaction of business at any meetings’ of the Board, but if less than one half (1/2) are present at said meeting, a majority of the Board members present may adjourn the meeting from time to time without further notice.
Section 11. Proxies
Voting by proxy shall not be allowed; voting is to be confined to those Board members personally present at the meeting of the Board of Directors in all matters requiring the action of the Board. Each Board member shall have one vote.
Section 12. Board Meeting Participants
Members of the Board of Directors and the School Principal(s) shall attend all Board meetings.
Board meetings are to be open to all members. The Chair of any meeting may invite additional participants to the entire meeting or to parts thereof, as appropriate.
Any action that may be taken at a meeting of the Board of Directors may be taken without a meeting, if consent in writing, setting forth the actions so taken, shall be signed by all Board members.
Section 13. Vacancies
The Board of Directors shall have the power to fill by majority vote any vacancy occurring in the Board, including among Officers, by reason of death, resignation, or removal and any directorship to be filled by any reason of any increase in the number of Board members as a result of amendment of these Bylaws.
A Board member appointed to fill a vacancy shall be appointed until the next annual or special meeting of the members.
Section 14. Removal of Member from the Board of Directors
Any Board member who neglects or fails to perform his or her duties may be removed by a two-thirds (2/3) majority vote of the entire Board of Directors.
Any Board member may be removed without cause by a two-thirds (2/3) majority vote of the members personally present at any annual or special meeting of the members, or by a written petition signed by a majority of the members of the Corporation.
In the event that a Board member is removed from office, the Board of Directors shall appoint a replacement in accordance with Article III, Section 13.
Section 15. Duty to Attend
Board members have a duty to attend regular meetings of the Board of Directors. Any Board member who fails to attend three consecutive regular meetings of the Board of Directors shall be automatically removed from their position unless an exception to this rule is authorized by a two-thirds (2/3) majority vote of the Board members personally present at the third and all subsequent regular meetings at which the Board member is absent.
Any Board member who has missed two consecutive meetings shall be notified of their risk of removal no less than fourteen (14) days before the regular meeting at which automatic removal will take effect.
Notice of automatic removal must be read into the minutes of the meeting at which it takes effect and those Board members personally present must be given an opportunity to vote on an exception.
Section 16. Board Member Liability Limitations
A Board member shall have no liability to the Corporation for monetary damages for conduct as a Board member, except for acts or omissions that involve intentional misconduct by the Board member, or a knowing violation of law by a Board member, where the Board member votes or assents to a distribution which is unlawful or violates the requirements of these articles of incorporation, or for any transaction from which the Board member will personally receive a benefit in money, property, or services to which the Board member is not legally entitled.
If the Washington Nonprofit Corporation Act is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of Board member, then the liability of a Board member shall be eliminated or limited to the full extent permitted by the Washington Nonprofit Corporation Act, as so amended. Any repeal or modification of this Article shall not adversely affect any right or protection of a Board member of the Corporation existing at the time of such repeal or modification for or with respect to an act or omission of such Board member occurring prior to such repeal or modification.
Every Board member shall be indemnified by the Corporation against all liabilities (whether paid as the result of a judgment or settlement of a claim), civil and criminal, incurred in relation to his/her duties, including all reasonable expenses of defense, except to the extent that he/she shall have been finally adjudged to be liable for gross negligence or willful misconduct in the matters out of which the liability arises. Upon the majority vote of a quorum of the Board of Directors, the Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation against any liability asserted against him/her and incurred by him/her in any such capacity, whether or not the Corporation shall have indemnified him/her against such liability under the provisions of this article.
Section 17. Compensation
Board members shall receive no compensation for their service on the Board but may receive reimbursement for expenditures incurred on behalf of the Corporation.
The Teachers’ Representative may receive ordinary compensation for teaching or other staff duties, but shall not receive additional compensation for their service on the Board.
Article IV
Officers
Section 1. Officers
The Officers of the Corporation shall be a President, Vice President, Secretary, and Treasurer. No Officer shall hold more than one position.
In case of the absence or inability of any Officer to act in his or her official capacity, the Board of Directors may from time to time delegate the powers or duties of such Officer to any other Board member or other person whom it may select.
Section 2. Nomination of Officers
Nomination for election as an Officer may be made:
- By a nominating committee authorized by the Board of Directors, or
- By members from the floor at any meeting of the members in which elections are held.
Section 3. Election and Term of Office
The Officers of the Corporation shall be elected by the members of the Corporation personally present at the regular annual meeting of the members or at a special meeting of the members called for the purpose of electing new Officers. Any member of the Board of Directors may serve multiple terms, whether consecutive or not.
Section 3.1 Staggered Terms
The Term of Office of the President and Secretary shall conclude on even-numbered years. The Term of Office of the Vice President and Treasurer shall conclude on odd-numbered years.
Section 4. President
The President shall provide, subject to the control of the Board of Directors, general supervision of the affairs of the Corporation and the activities of the officers. The President shall perform all duties incident to the office and such other duties as may be required by law, by the Articles of Incorporation, by these Bylaws or which may be prescribed by the Board of Directors.
The President shall preside at all meetings of the Board of Directors and all Member Meetings.
The President may co-sign with the Secretary any legal documents and with the Treasurer any financial documents which the Board of Directors has authorized to be executed.
The President or his/her delegate shall be authorized to co-sign all checks with the Treasurer.
Section 5. Vice President
In the absence of the President or in the event of the President’s inability or refusal to act, the Vice President shall perform the duties of President, and when so acting shall have all the powers of, and be subject to, all of the restrictions of the President.
The Vice President shall be authorized to co-sign checks with the Treasurer.
The Vice President shall perform such other duties as from time to time may be assigned to him or to her by the President or by the Board of Directors.
Section 6. Secretary
The Secretary shall keep or cause to be kept the following documents and records of the Corporation:
Copies of the Articles of Incorporation and Bylaws as amended to date
Minutes of all meetings of the Members, the Board of Directors, or any committees. Such minutes shall be kept in one or more permanent books and shall follow the office.
A membership book containing the name, status and contact information for all members.
The Secretary shall see that all notices are duly given in accordance with the provisions of these Bylaws, the Articles of Incorporation, or as required by law.
The Secretary shall be custodian of the corporate records and the seal of the Corporation, if one is obtained.
The Secretary shall be responsible for receipt, distribution, archival, and answering of all correspondence directed to the Corporation.
The Secretary shall perform all such other duties as may be required by law, by the Articles of Incorporation, by these Bylaws or which may be assigned by the President or Board of Directors.
Section 7. Treasurer
The duties of the Treasurer shall be to:
Be responsible for the receipt, maintenance and disbursement of all funds of the Corporation and for the safekeeping of all securities of the Corporation.
Keep or cause to be kept accurate books of accounts pertaining to the funds and of all properties of the Corporation.
Report the cash flow of the Corporation to the Board of Directors at its meetings.
Prepare or cause to be prepared annually, or more often if so directed by the Board, financial statements of the Corporation.
Sign, or cause to be signed, checks on behalf of the Corporation.
Exhibit at all reasonable times the books of account and financial records to any Board member.
Propose an annual budget for approval by the Board and amend said budget from time to time as directed by the Board. Amendments to the Budget may be proposed by any Board member or School Principal. Such Amendments must be proposed in writing and must be approved by a majority vote of the Board of Directors.
Make the annual budget and a full financial report available for any member’s inspection at each annual meeting of the members.
Perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws or which may be assigned by the President or the Board of Directors.
All funds of the Corporation shall be deposited in such regular state or national banks as the Board of Directors may select.
Section 8. Removal of Officers
Any Officer may be removed from office as described in Article III, Section 13. Officers are subject to automatic removal from office as specified in Article III, Section 14.
Article V
Legally Binding Documents’ Signature Authority
Legally binding documents of the Corporation shall be signed as provided by resolution of the Board of Directors.
Article VI
Staff
Section 1. Non-discrimination
The Society shall not discriminate against any person on the basis of race, color, national or ethnic origin, age, gender, disability, religion, sexual orientation or other legally prohibited category in its hiring practices.
Section 2. Administrative Staff
Administrative staff may include the following positions, or others as may be determined by the Board of Directors.
Section 2.1. Principal(s)
The Board of Directors may appoint one or more principals to direct and supervise the teaching staff. The Principal(s) shall retain final responsibility for the curriculum and operation of the school on a day-to-day basis, provided such powers are subject to review by the Board of Directors. The Principal(s) shall report to the Board of Directors on the status of the School on a regular basis. The Principal(s) shall attend meetings of the Board or Membership.
Section 2.2 Teaching Staff
Teaching staff shall be chosen to achieve the highest standard of education possible.
Section 2.3 Additional Staff
The Board of Directors may appoint other administrative staff as necessary. All such administrative positions are subject to annual review by the Board of Directors prior to the annual meeting of the Members.
Article VII
Committees
The Board of Directors shall be authorized to establish such committees as they deem necessary for the conduct of the business of the Corporation. Each committee shall have a chairperson. The Board of Directors shall approve or amend the membership of each committee and set the duration of each committee’s service.
Article VIII
Parliamentary Authority
All meetings of the Board of Directors, Officers or committees shall be governed by the current edition of the Standard Code of Parliamentary Procedure in all parliamentary situations that not provided for in the Articles of Incorporation, Bylaws, or adopted rules.
Article IX
Amendments to Bylaws
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority vote of the members at any regular or special meeting, provided the notice requirements of the Bylaws are complied with.
Article X
Dissolution
Upon the winding up and dissolution of the Corporation, the assets of the Corporation remaining after payment of, or provision for payment of, all debts and liabilities of the Corporation, shall be distributed to an organization or organizations, as determined by the Board of Directors, that are recognized as exempt under Section 501(c)(3) of the Code or any successor provision, and used exclusively to accomplish the purposes for which this Corporation is organized.
Article XI
Conflicts
In case of any conflict between the Articles of Incorporation and these Bylaws, the Articles of Incorporation shall control.
Article XII
Non-Discrimination
The Corporation admits students of any race, color, creed, national and ethnic origin, and sexual orientation to all the rights, privileges, programs, and activities generally accorded or made available to students at the school. It does not discriminate on the basis of race, color, creed, national or ethnic origin, or sexual orientation in the administration of its educational policies, admission policies, financial aid programs, athletic programs, hiring and employment, or in any other way.
KNOW ALL MEN BY THESE PRESENT: That we, the undersigned, at the direction of and for and on behalf of all the members of the Eastside German Language School, hereby assent to the foregoing Bylaws and adopt them as the Bylaws of said corporation.
IN WITNESS WHEREOF we have hereunto subscribed our names this ____________ day of ______________.
EASTSIDE GERMAN LANGUAGE SCHOOL