P.O.S.I.T.I.V.E.
Bylaws
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P.O.S.I.T.I.V.E. BYLAWS
Article I
The name of this non-profit charitable corporation shall be
The P.O.S.I.T.I.V.E. Organization, Inc., which stands for Parents Offering
Support In Time Involvement Volunteering Enthusiasm.
Article II
The P.O.S.I.T.I.V.E., Inc. (referred to as the
“Corporation”) is organized exclusively for charitable and educational
purposes including: 1.
To strengthen
communications and understanding between and among students, staff, parents
and community members of the Dover-Sherborn Middle School. 2.
To provide a
means for parents to meet one another and with representatives of the school
to consider matters of common interest affecting the students and the school.
The Corporation shall have no power to establish policies on academics
and administrative matters. 3.
To provide a source of services for the administration,
teaching and support staff and to call for membership assistance in activities
of the school. 4.
To provide funds for curriculum enrichment and supplemental
classroom materials.
Membership in the Corporation shall be open to: 1.
all parents and legal guardians of children who are students
in the Dover-Sherborn Middle School; 2.
all current administrative, teaching and support staff of
Dover-Sherborn Middle School and 3.
residents of Dover or Sherborn, Ma.
Article
IV
Section 1. Annual
Meeting: The
Annual Meeting of the Corporation shall be held the first Tuesday of June for
the election of Officers and Executive Board members, the submission of annual
reports by the Officers and Standing Committee Chairpersons and the
transaction of any other relevant business.
Section 2. General
Membership Meetings: The
Executive Board shall hold at least four meetings for the general membership
from September through June.
Section 3. Special
Meetings: Special meetings may be called by
the Co-Chairs or by the majority of the Executive Board.
Section 4. Quorum:
The members present at any regular
or special meeting of the Corporation shall constitute a quorum.
The majority of those members present will decide a question unless
otherwise noted therein.
Article
V
Section 1. Executive
Board: The Executive Board shall consist
of the Officers of the Corporation.
Section 2. Powers:
The Executive Board shall have
general charge and control of the affairs, funds and programs of the
Corporation.
Section 3. Term
Of Office: The
term of office of each Executive Board Member shall be one year commencing
upon election in June and ending with that members’ successor’s election.
The Officers of the Corporation, except the Treasurer, shall hold
office for a term of one year, not to exceed two successive terms.
The Treasurer shall hold office for a term of two years.
Section 4. Meetings:
The Executive Board shall meet at
such times as determined by the Co-Chairs.
The meeting after the Annual Meeting shall be entitled “Old Board-New
Board” and have as its primary purpose the transition of records from the
outgoing Executive Board to the incoming Executive Board.
Section 5. Voting:
A majority of Executive Board
Members shall constitute a quorum at an Executive Board Meeting.
The majority of those members of the Executive Board voting shall
decide any question.
Section 6. Resignations:
Any Executive Board Member may
resign by delivering his/her written resignation to the Co-Chairs or Vice
Co-Chairs. Such resignation shall
be effective upon receipt unless otherwise specified in the resignation
notice.
Section 7. Vacancies:
In the event that an Officer is
unable to complete a term of office, the Executive Board, by two-thirds vote
of its members, shall have the power to name a successor to fill the expired
term of that office.
Section 1. Officers:
The officers shall consist of the
following: Two Co-Chairpersons, two Vice Co-Chairpersons, a Treasurer, two
Financial Resources, a Secretary, two Hospitality Coordinators and two
Volunteer Coordinators. Where
there are two representatives as officers, one from each of the towns of Dover
and Sherborn are elected.
Section 2. Duties:
The duties of the Officers of the
Corporation shall be as follows:
·
Co-Chairpersons:
The Co-Chairs shall be the chief
executive officers of the Corporation and shall preside at all meetings of the
Corporation and Executive Board; set the date of each regular meeting within
the periods set forth herein; call special meetings; establish special
committees; promulgate plans for the fulfillment of the objectives of the
Corporation; and perform all other duties pertaining to the office of the
Co-Chairpersons. · Vice Co-Chairpersons: The Vice Co-Chairpersons shall assist the Co Chairs and perform such duties as the Executive Board may designate. In the absence of the Co-Chairs, the Vice Co-Chairs shall perform the duties of the Co-Chairs. Upon receiving its annual budget from the Executive Board, the Vice Co-Chairs shall plan and provide programs, events, and speakers for the curriculum enrichment activities for the school or individual grades. They shall also provide information to the teachers on local talent upon which the teachers may draw for curriculum enrichment activities for their classes. In case of vacancy, the Vice Co-Chairs shall at once succeed to the office of the Co-Chair until the next Annual Meeting or until another Co-Chair has been elected by a special meeting so called by the Executive Board for that purpose.
·
Secretary:
The Secretary shall: (1) record
the proceedings of the Corporation and the Executive Board; (2) be the
custodian of all the records of the Corporation and the Executive Board; (3)
submit to the Co-Chairpersons and the Executive Board a copy of the minutes of
the previous meeting; (4) present an annual written report of the Corporation
at its Annual Meeting; (5) attend to the correspondence of and issue notices
of the Corporation; (6) and file any reports as required by law.
Section 1.
Standing Committees: The Standing Committees shall include the following named
committees with additions and or deletions, as the Executive Board may deem
necessary.
·
Health
Advisory Liaisons: This
committee represents the school on the Health Advisory Council.
They report to the Executive Board any issues, which need to be
communicated to the Middle School Parents.
·
Grade
Level Coordinators: This
committee shall provide assistance by organizing and running school related
activities for their particular grade level.
This committee may also be asked to coordinate activities where all
grades are participating. In
addition, this committee shall provide assistance to the teachers and
administrative staff for field trips, library-media center and the school
nurse. This committee maintains a
file of current Corporation members and may appoint a non-committee
Corporation member to spearhead an event or activity.
·
Financial
Resources:
Financial
Resources manages the fund raising activities for the Corporation.
·
Volunteer
Coordinator: The
Volunteer Coordinator assists in the organization and running of the
Corporation sponsored activities during the school year.
He/she is an effective liaison with the Middle School staff to identify
areas where parent volunteers can be utilized.
He/she prepares a volunteer solicitation form to be sent out to all
parents before each term begins. The
Volunteer Coordinator provides a list of names to each of the grade level
coordinators. Communication with
and follow-up with the grade level coordinators throughout the year is
extremely important.
·
Hospitality
Coordinators: The Hospitality
Coordinator shall plan for all social functions in cooperation with the
Co-Chairs and the Headmaster.
·
Publicity:
This committee shall disseminate
information to acquaint the members of the community with the activities of
the Corporation.
·
METCO:
This committee shall be the
liaison between METCO staff and the local host families.
·
Directory:
This committee shall prepare and
distribute a directory of all students, parents and staff in the
Dover-Sherborn Middle School. The
directory shall be available as early as possible in September of each year.
Section 1.
Nominating Committee: The nominating Committee shall prepare a slate of candidates
for election for (a) the Officers of the Corporation and (b) the Chairperson(s)
of each Standing Committee. The Co-Chairs shall appoint the Nominating
Committee annually in January. The
Nominating Committee shall consist of three active voting members of the
Executive Board. The Nominating
Committee shall elect a chairperson. The
Nominating Committee shall nominate at least one candidate for each officer
position and not more than two candidates for each standing Committee position
for presentation to the membership at the Annual Meeting.
Section 2.
Procedure: Nomination
and election procedures shall be primarily as follows, unless otherwise
authorized by the Executive Board.
·
January: The
Co-Chairs appoint the Nominating Committee at which time they met and elect a
chairperson.
·
February: The Nominating Committee shall
meet to establish a single slate of candidates to be elected in June.
·
May: The
slate of candidates shall be presented at the meeting of the general
membership.
·
June:
Election of the Officers and Executive Board Members by the general
membership at the Annual Meeting.
Section 3. Independent
Nominations: Independent
nominations to any elected position may be made to the Nominating Committee.
In order to be considered, the Chair of the Nominating Committee must receive
the names at least two weeks prior to the election meeting.
They shall be announced with the Nominating Committee’s slate of
candidates.
Section 4. Consent:
Written consent of any nominee
must be obtained before placing his/her name in nomination.
Section 5. Change
in Office: The newly elected Officers and
Executive Board Members of the Corporation shall assume their duties at the
Executive Board meeting following the Annual Meeting.
Article
IX
Fiscal Year: The
Fiscal year shall end on June 30th of each Calendar year.
Article
X
Amendments:
These by-laws may be amended or
repealed at any general membership meeting of the Corporation by a two-thirds
(2/3) vote of those present, provided the proposed amendment(s) has/have been
submitted in writing to the Executive Board at least 14 calendar days before
the meeting.
Article
XI
Section 1. Basic
Policies:
This Corporation, a non-profit charitable corporation, shall be nonsectarian
and nonpartisan. The name of the
Corporation or the names of any members in their official capacities shall not
be used to endorse or promote any sectarian or partisan interest(s).
Section 2. Powers:
The Corporation shall have and may
exercise all powers authorized by law and necessary or convenient to effect
any or all of the purposes for which the Corporation is formed; provided that
no such power shall be exercised in a manner inconsistent with the General
Laws of the Commonwealth of Massachusetts or the United States of America.
Section 3. Political
Candidates/Activity: The
Corporation, Officers and Executive Board Members shall not, directly or
indirectly, participate or intervene (in any manner whatsoever, including the
publishing or distributing of statements) in any political campaign on behalf
of, or in opposition to any candidate for public office, or devote any part of
its activities to attempting to influence any legislation, referendum or any
other political activity by propaganda or otherwise.
Section 4. Compensation:
No part of the net earnings of the
Corporation shall inure to the benefit of, or be distributable to its members,
Officers or other private persons except that the Corporation shall be
authorized and empowered to reimburse members for authorized expenses and to
make payments and distributions relevant to the Corporation.
Section 5. Activities:
Notwithstanding any other
provision of these articles, the Corporation shall not carry on any other
activities not permitted to be carried on (a) by an organization exempt from
Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code and
its Regulations as they now exist or as they may be hereafter amended, or the
corresponding section of any future tax code, or (b) by a corporation,
contributions to which are deductible under Section 170(c)(2) of the Internal
Revenue Code and its Regulations as they now exist or as they my be hereafter
amended, or the corresponding section of any future federal tax code.
Section 6. Execution
of Papers: Unless otherwise authorized by the
Executive board, contracts, checks and other obligations made shall be
accepted and endorsed by either Co-Chairs or the Treasurer on behalf of the
Corporation.
Section 7. Personal
Liabilities: The Members, Executive Board and
Officers of the Corporation shall not be personally liable for any debt,
liability, obligation, undertaking or agreement of the Corporation.
All persons, corporations or other entities extending credit to,
contracting with, or having any claim against the Corporation, may look solely
to the funds and property of the Corporation, as limited by law, for payment
of any debt(s), damages, judgment(s), decree(s), settlement(s) or of any money
that may otherwise become due or payable to them from the Corporation.
Section 8. Indemnification
of the Officers, Executive Board Members and General Members:
The Corporation shall hold harmless and indemnify each Officer of the
Corporation, Executive board of the Corporation and other Members of the
Corporation acting in connection with the Corporation sponsored functions
against any and all actions, liabilities and expenses, including all costs of
defending any threatened or actual action or suit, except as stated below,
reasonably incurred by him/her in connection with any action, suit or
proceeding to which he/she shall be made party, or with which he/she may be
threatened, by reason of his/her being or having been an Officer of the
Corporation, Executive Board Member of the Corporation, and other members of
the Corporation acting in connection with the Corporation sponsored functions,
whether or not he/she continues to be an Officer of the Corporation, Executive
Board Member of the Corporation and other Members of the Corporation acting in
connection with the Corporation sponsored functions at the time of incurring
such expenses. The expenses
covered by the foregoing indemnity shall not include any: (a) expenses
incurred in connection with any matters as to which such Officer of the
Corporation, executive Board member of the Corporation and other Members of
the Corporation acting in connection with the Corporation sponsored functions
shall be adjudicated from such action, suit or proceeding to be liable by
reason of his/her having been guilty of willful misconduct in the performance
of his/her duty as such Officer of the Corporation, Executive Board Member of
the Corporation, and other Members of the Corporation acting in connection
with the Corporation sponsored functions; or (b) amounts paid by such Officer
of the Corporation, Executive Board Member of the Corporation, and other
Members of the Corporation acting in connection with the Corporation sponsored
functions in settlement of any such action, suit or proceeding disposed of
otherwise than by adjudication on the merits, unless in relation to such
action, suit, or proceeding such Officer of the Corporation, Executive Board
Member of the Corporation, and other Members of the Corporation acting in
connection with the Corporation sponsored function has/have not been guilty of
willful misconduct in the performance of his/her duty as such Officer of the
Corporation, Executive Board Member of the Corporation and other Members of
the Corporation acting in connection with the Corporation sponsored functions.
As to whether or not as an Officer of the Corporation, Executive Board
Member of the Corporation and other Members of the Corporation acting in
connection with the Corporation sponsored functions has/have been guilty of
willful misconduct in relation to such action, suit, proceeding or other
matters, the Executive Board and each member may conclusively rely upon the
opinion of counsel approved by the Executive Board.
As used in this paragraph, the terms Officer of the Corporation,
Executive board Member of the Corporation and other Members of the Corporation
acting in connection with the Corporation sponsored functions include their
heirs, successors and assignees, executors and administrators.
The foregoing right of indemnification shall be in addition to any
rights, which any Officer of the Corporation, Executive board Member of the
Corporation and other Members of the Corporation acting in connection with the
Corporation sponsored functions may otherwise be entitled as a matter of law.
Article
XII
Section 1. Dissolution
of the Corporation: The
corporation may be dissolved by the general membership at a general membership
meeting of the Corporation by a two-thirds (2/3) vote of those present,
provided the proposed dissolution has been submitted in writing to the
Executive Board at least 30 days before the meeting.
Section 2. Distribution
of Assets: Upon the dissolution of the
Corporation, its assets shall be distributed for one or more exempt purposed
within the meaning of section 501 © (3) of the internal Revenue Code and its
Regulations as they may now exist or as they may be hereafter amended or of
the corresponding section of any future Federal Tax Code or shall be
distributed to the Federal Government, or to a state or local government for a
public purpose. Any such assets
not so disposed shall be disposed of by a Court of competent jurisdiction of
the country in which the Corporation is then located, exclusively for such
purposes or to such organizations or organizations, as such Court shall
determine, which are organized and operated exclusively for such purposes.
Amendment I
·
Treasurer:
The Treasurer shall be
the chief financial officer and chief accounting officer of the Corporation.
He/she shall receive all funds of the Corporation and shall deposit them in
such bank or banks as may be authorized by the Corporation. He/she shall
disburse these funds as directed by the Corporation and as approved
and signed
by a Co-Chair. He/she shall present a written financial report to the
Corporation at each general meeting. At the Annual Meeting, the Treasurer,
shall recommend the amount of money available for disbursement for the
upcoming year. At year-end, the
Treasurer shall provide all financial records to the current Vice Co-Chairs
for an internal audit.
The Treasurer shall file any financial reports required by law. |