School Board Information
Board email address:
New School Board Members for the 2013-2014 School Year:
- Desiree Bondley - President
- Elizabeth Seil - Vice President
- Jordan Neufeld - Secretary
- Missy Thompson - Treasurer
- Marcia Goetz - Fundraising
- Kelly Nysether - Public Relations
- Becky Parker – Social
Missouri Valley Montessori School - Corporate By-Laws
MISSOURI VALLEY MONTESSORI SCHOOL, INC.
ARTICLE 1 – NAME
- The name of this non-profit corporation shall be Missouri Valley Montessori School, Inc.
ARTICLE 2 - PURPOSE
- The purpose of this corporation shall be to establish and operate educational facilities for young children based on the principles established by Dr. Maria Montessori. This corporation shall be organized and operated exclusively for educational purposes.
ARTICLE 3 – OFFICES
- The principle place of business of the corporation shall be 200 West Turnpike Avenue, Bismarck, North Dakota, 58501, subject however, to change as Board of Directors designate.
ARTICLE 4 – MEMBERSHIP
- Qualifications and Voting Rights
- Active Members. Parents or guardians of a child shall become active members when they are notified of the admission of their child to the school under current tuition and admission policies. Membership shall terminate upon withdrawal of the child or at the end of the school year unless an application for re-enrollment has been filed with the Director prior to the end of the school year. In case of such application, the family’s membership terminates at the beginning of the next school year if their child is not readmitted. Membership may also be terminated by action of the Board of Directors as prescribed under Article 4.1c. Membership shall be non-transferable.
- Voting Rights. Active members shall have voting rights at the Annual Meeting or special meetings of the corporation, and there shall be one vote per family unit which must be exercised in person or by written proxy, as prescribed under Article 4.2g.
Involuntary Terminations. A membership may be terminated by the Board of Directors, but only after giving the member the right to be heard at a hearing held on written notice delivered or mailed to the member and the Board members at least five (5) days before the hearing, only by vote of two-thirds (2/3) of all members of the Board of Directors and only upon determining that continuation of the membership in question would be detrimental to the best interest of the corporation. Such termination shall be effective upon the mailing of a certified letter thereof to the member whose membership is so terminated.
- Annual Meetings. There shall be an Annual Meeting held during the month of May with the date to be set by the Board of Directors or the President. The Board members shall, at this meeting, determine the office appointments and transact such other business as shall properly come before them.
- Notice of Meeting. There shall be a written notice of the Annual meeting to each active member at least five (5) days prior to such meeting. The notice shall include the time and place of the meeting.
- Quorum. Twenty percent (20%) of the voting members shall constitute a quorum at the Annual Meeting of the membership, four (4) of which shall be members of the Board.
- Voting. All elections shall be decided by a majority of the votes of the active members except where otherwise required by statute, the Articles of Incorporation, or these By-Laws.
- Voting by mail. When determined to be advisable by the Board of Directors, the entire vote of any single issue may be taken by mailed ballots. In such case, notice shall be mailed or hand-delivered to the members describing the procedure at least ten (10) days prior to the time the returned ballot is to be received by the Secretary.
- Voting by e-mail. When determined to be advisable by the Board of Directors, the entire vote of any single issue may be taken by e-mail ballots. In such case, notice shall be mailed or hand-delivered to the members describing the procedure at least ten (10) days prior to the time the returned ballot is to be received electronically by the Secretary. The e-mail address on file with the Board’s Secretary at the time is the one which will be used for this process.
ARTICLE 5 – DIRECTORS/BOARD MEMBERS
- General Powers. The Board of Directors shall manage the property, administrative policy, and business of the corporation. The Board of Directors shall not take action within the realm of the instructional matter of the school except when a written complaint is received from a member or when deviation from Montessori philosophy is evident.
- Who Can Serve as a Board Member. Parents/guardians who are active members of the school (as prescribed in 4.1a) and non-active members which are parents/guardians who have had a child attend Missouri Valley Montessori School in the past three years and are still involved in the school’s activities. Any parents/guardians who may have a conflict of interest in seeking a term on the board must notify the school director and the current board will determine if the parent/guardian can run for a board position.
- Number, Manner of Selection and Term of Office. The number of Board Members shall be seven with no more than one member being non-active at the time of election. The Board Members shall be elected in April by the membership of the corporation via election ballot. Five members shall be elected each year: Two Board Members shall be elected for two year terms and three Board Members shall be elected for a one year term each year and introduced at the Annual Meeting. The Term shall begin at the May turnover meeting. Each Board Member shall complete the term to which he/she was elected and until his/her successor shall have been elected and qualified or until he/she shall resign or shall have been removed as provided by statute, the Articles of Incorporation, or these By-Laws.
- Vacancies. If a vacancy occurs among the Board Members by reason of resignation or other termination, such vacancy shall be filled by the Board until the next election.
- Removal. The Board members, by a two-thirds (2/3) vote of all voting Board members present at a special meeting, may remove one or more Board Members from office or the Board. The Board may declare a Board Member’s position vacant after three absences from regular Board meetings in the twelve months starting June 1.
- Compensation. Board Members will receive no compensation for their services to the corporation, unless otherwise approved by the Board of Directors.
- Regular Meetings. Monthly meetings of the Board of Directors shall be held at a set time and place designated by the Board Members.
- Special Meetings. Special meetings of the Board of Directors may be held at such time and place designated in the notice of the meeting. Special meetings may be called by the President, Vice President, or any two (2) Board Members. Unless notice shall be waived by all Board Members, notice of such special meeting shall be given by the Secretary who shall give at least two (2) days notice thereof to each Board Member by mail, telephone, email, or in person.
- Meeting by Petition. Special meetings of the Board members may be called for a specific purpose by a petition filed with the Secretary of the corporation containing the signatures of ten (10) active members or ten percent (10%) of the voting membership, whichever is greater. The Secretary shall thereupon notify the President and each member of the Board of the necessity for calling said meeting.
- Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business, however, provided that if any vacancies exist by reason of resignation or other termination, a majority of the remaining Board Members shall constitute a quorum for filling such vacancies and conducting other business of the corporation.
- Voting. Except as otherwise required by statute, Articles of Incorporation, or these By Laws, all acts of the Board of Directors shall be taken by the majority of the Board Members present at a meeting at which a quorum is present.
- Action without Meeting. Any action that could be taken at a meeting of the Board of Directors may be taken without a meeting when authorized in writing signed by all the Board Members.
Voting by Proxy. A Board Member shall not appoint a proxy for him/her to vote by proxy.
- The authority of individual Board Members is limited to participating in actions authorized by the Board unless otherwise authorized by the By-Laws of the corporation.
- Board Members shall not assume responsibilities of the Director or the staff members.
- The Board shall not be bound in any way by any action taken or statement made by any individual Board member except when such statement or action is pursuant to specific instruction and official action taken or authorized by the Board.
- Each Board member shall review any materials distributed prior to the meeting and be prepared to participate in the discussion and decision making for each agenda item.
- Each member is obligated to attend Board meetings regularly. Each Board Member shall give at least 24 hours advance notice if possible to the Director or President of his/her inability to attend a Board meeting.
Each board member has a continuing duty to disclose any and all possible conflict of interest to the entire board. If such a potential conflict of interest is raised, the board shall review the matter to determine the board member’s continuing eligibility to serve. The board member will be provided an opportunity to address the board on the issue before the board takes final action.
- The Board of Directors shall consist of the following members with the accompanying
- President. The president shall preside at all meetings of the members. He/she or his/her appointed deputy shall preside, as Chairperson at all meetings of the Board of Directors provided that the President shall have the full right to participate in all aspects or Board action without relinquishing the chair, including the right to vote on all matters put for a vote. The President together with the Director will develop agendas for all meetings of the corporation. He/she shall see that all orders and resolutions are put into effect. When time and circumstance demand an immediate decision from the Board and the Board has no opportunity to confer, the President is authorized to make decisions on behalf of the Board provided, however, that the decision shall be communicated as soon as practical thereafter to all members of the Board for review and ratification. He/she shall execute and deliver in the name of the corporation any deeds, mortgages, bonds, contracts or other instruments pertaining to the business of the corporation when authorized to do so by the Board of Directors. He/she shall, in general, perform all duties usually incident to the office of President and such other duties as may be assigned him/her by the Board of Directors.
- Vice President. The Vice President shall in the event of absence, disability or death of the President possess all powers and perform all duties of that office, until such time as the Board of Directors shall appoint one of its members to fill the vacancy as prescribed in Article 5.4 of the By-Laws.
- Secretary. The Secretary shall attend all meetings of the members and the Board of Directors and shall take and maintain accurate and complete minutes of these meetings. He/she shall maintain other permanent files and records of the corporation. He/she shall assist the Director in giving proper notice of all meetings of members and the Board of Directors and shall perform such other duties as may be assigned by the President.
- Treasurer. The Treasurer shall monitor the account of all monies of the corporation received or disbursed. He/she shall monitor all deposited monies, drafts, checks and CD’s in the name of and to the credit of the corporation in such banks and depositories as the majority of the whole Board of Directors shall designate. He/she or the Director shall have the power to endorse for deposit all notes, checks and drafts received by the corporation.
- Fundraising Chairperson. The Fundraising Chair shall be in charge of all fundraising either by personal supervision or by delegation. He/She will assist the Director in assuring that the annual goal for fundraising, as decided by the Board of Directors, is met.
- Public Relations Chairperson. The Public Relation Chair’s role is to be the communicator to the general public and the members of the corporation with guidance from the Board of Directors. He/she will work very closely with the Director, social chairperson, and fundraising chairperson as needed.
- Social Chairperson. The Social Chair’s role is to organize all social events that take place at Missouri Valley Montessori School, (i.e. socials, Christmas events, graduation, etc.) as decided by the Board of Directors.
ARTICLE 6 – OFFICERS
- Number. The officers of the corporation shall be a president, vice-president, a secretary and a treasurer.
- Election. Anyone meeting the requirements outlined in Article 4 - Membership can be nominated for an elected position, however it is not required that candidates be nominated for a position. The officers shall be in their appointed positions for a term of one year voted on by the Board of Directors at the May meeting. All officers must be members of the Board of Directors. They shall take office immediately at the May meeting.
- Removal. An officer may be removed by majority vote of the entire Board of Directors.
ARTICLE 7 – COMMITTEES
- Standing Committees
- Nominating Committee. The Nominating Committee shall consist of the Board of Directors and the Director. The function of the committee shall be to prepare a slate of nominees for the Board of Directors of the corporation. Suggestions for nominations for board members may be submitted by any voting member.
- Budget committee. A Budget Committee shall consist of the President, Treasurer and Director to prepare a budget for the ensuing year. The proposed budget shall be presented to the Board of Directors for review and approval. The Treasurer shall not be eligible to serve as Chairperson of the Budget Committee.
- Advisory Committees. It may be necessary to establish functional committees to consider and/or act upon special problems or situations to accomplish special projects. Such committees shall be established by the Board of Directors. The President shall appoint a chairperson and approve additional members chosen by the Chairperson.
ARTICLE 8 – ROBERT’S RULES
- Meetings of the members and of the Board of Directors shall be governed by Robert’s Rules of Order.
ARTICLE 9 – FINANCIAL ADMINISTRATION
- Fiscal year. The fiscal year of the corporation shall end August 31 of each year.
- Review of Books and Accounts. A formal review of the books and accounts of the corporation shall take place every three (3) years and at such times as may be ordered by the Board of Directors. The review shall be conducted by an independent public accounting firm as designated by the Board of Directors.
- Inspection of Books. Board members shall be permitted to inspect the books of the corporation at reasonable times and reasonable frequencies, in the presence of the Director.
ARTICLE 10 – AMENDMENT OF BY-LAWS
- Amendment to these By-Laws may be made upon approval by a two-thirds (2/3) vote of the voting members present and voting at the Annual Meeting or a special meeting, provided the Amendments were submitted to the membership in writing in advance of the meeting.
ARTICLE 11 – DOCUMENT RETENTION
11.1 In accordance with the Sarbanes-Oxley Act, systematic review, retention and destruction of documents received or created by the corporation in connection with the transaction of the organization’s business will be followed per guidelines set forth in the Record Retention and Document Destruction policy.
ARTICLE 12 – NON-PROFIT STATUS
AND DISSOLUTION OF THE CORPORATION
12.1 The corporation was organized as a non-profit corporation and shall be operated in such a manner as to secure and maintain its tax-exempt status under the Internal Revenue Code of 1954 as amended and the Income Tax laws of the State of North Dakota.
12.2 No part of the net earnings of the corporation shall inure to the benefit of or be distributed to its directors, officers, or other private persons, except that reasonable compensation may be paid for services rendered to or for the corporation. No director, officer, or employee or any person connected with the corporation shall be entitled to share in the distribution of any of the assets other than to organizations organized and operated exclusively for charitable, religious, benevolent, educational purposes or organizations whose purposes are substantially similar to those of the Missouri Valley Montessori School and as shall at the time qualify as a tax-exempt organization under the Internal Revenue Code of 1954 as amended.
12.3 In the event it becomes impossible or financially infeasible to meet the original or Board modified purpose of the corporation, the Board may choose to dissolve the corporation. Should the board make such a conclusion to dissolve the corporation it shall provide notice of its intent to dissolve to all active members and shall hold a meeting for all active members to have the opportunity to voice their concerns before a quorum of the Board. After taking into consideration the positions of the active members, the Board members may vote to dissolve the corporation. A motion to dissolve shall only pass if it receives a two-thirds majority vote of all Board members. A vote to dissolve the school shall not be final until the passage of thirty (30) days after the vote has been cast to dissolve the corporation. Upon the completion of a vote to dissolve and the appropriate waiting period all assets shall be liquidated in a commercially reasonable manner. All proceeds shall first satisfy all legitimate debts of the corporation with any excess being distributed only to an approved charitable organization for the benefit of children within the State of North Dakota. This charitable organization that would receive any proceeds would be determined by the Board with input from active members and would require a simple majority to identify such charitable organization.