STRATH HAVEN HIGH SCHOOL HOME AND SCHOOL
ASSOCIATION BYLAWS
Adopted 09/26/12
Preamble
The Strath Haven High School Home and School Association was initiated as a two-way forum for parents and guardians to learn more about academic, extra curricular and social life at Strath Haven High School and for the administration to seek informal input on school issues related to those aspects of school and community lives. The Strath Haven High School Home and School Association is organized and operated to foster the education of the Strath Haven High School students and contribute to a positive school community.
ARTICLE I – NAME, PURPOSE, AND POLICIES
Section 1. Name
a) The name of the organization shall be the Strath Haven High School Home and School Association (hereafter referred to as the “Association”).
Section 2. Objectives – The Association shall have as its objectives:
a) promoting a better understanding among parents and guardians, teachers, administrators, and community by fostering open, two-way communication;
b) presenting to parents and teachers through public meetings and study groups an opportunity to learn about topics of interest or concern to them;
c) sharing with the Wallingford-Swarthmore Board of School Directors issues of interest or concern to the members of the Association;
d) promoting the education and enjoyment of the school community by sponsoring special events, and;
e) supporting and improving the school community by providing financial assistance for special programs and projects with emphasis on projects that will have the greatest positive impact.
Section 3. Purpose
a) The purpose of this organization is exclusively educational, including the making of distributions to organizations under Section 501 (3) of the Internal Revenue Code or the corresponding section of any future Federal tax code.
Section 4. Policies
a) The policies of this Association shall support and be in harmony with policies of the Wallingford-Swarthmore School District and the Foundation for Wallingford- Swarthmore Schools. The Association shall be non-sectarian and non-partisan.
ARTICLE II – MEMBERSHIP
Section 1. Membership
a) All parents and guardians of Strath Haven High School students and the faculty and administrators of the school shall be members regardless of race, color, sex, age, creed, disability, national origin, sexual orientation, veteran’s status, or marital status.
Section 2. Conflict of Interest
a) All committee members shall be required to disclose annually on forms provided by the corporation any conflict of interest or potential conflict of interest that such member may have with respect to the Association or its mission. A committee member with a conflict of interest or potential conflict of interest shall promptly notify the committee chair and refrain from the voting on the matter in question. The committee member's attendance at a meeting at which the matter is considered shall, nevertheless, be counted for quorum purposes.
ARTICLE III – ORGANIZATIONAL STRUCTURE
Section 1. Executive Board
a) The Association shall have an Executive Board.
Section 2. Executive Board Members
a) The Executive Board shall include the following members.
1. President elected
2. Vice President(s) elected
3. Secretary(s) elected
4. Treasurer elected
5. Receiving Treasurer elected
b) The President and Vice President may serve for up to two years. The Secretary, Treasurer and Receiving Treasurer may serve for up to four years. After a minimum of one year off the Association board, anyone on the Executive Board may serve a board position again.
c) The Board shall assume office at the close of the last Association meeting of the school year.
d) Each member of the Executive Board shall have one vote.
e) There may be one or two Presidents. There may be one or two Vice Presidents. If there are co-presidents or co-vice presidents, they shall serve jointly.
Section 3. Duties of the Executive Board
a) The Executive Board shall:
1. Review and recommend budget requests from standing and special committees in September of each year;
2. Widely advertise the budget request meeting(s);
3. Present a final budget at the October meeting of the Association;
4. Present a report at the subsequent Association meeting any decisions made by the Executive Board since the last Association meeting;
5. Create a list of committee and activity vacancies for the Executive Board to fill;
6. Restructure standing and special committees as needed;
7. Define policies of the Association;
8. Maintain and hold in confidence information that is confidential, legally protected,
or of a personal and private nature.
b) Five members of the Executive Board shall constitute a quorum at meetings of the Executive Board.
c) The Executive Board will meet as necessary.
Section 4. Executive Board Liability
Board members shall not be personally liable, as such, for monetary damages for any action taken, or any failure to take action, unless:
a) the Executive Board Member has breached or failed to perform the duties of his/her office under this section; and
b) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.
The provisions of this Section shall not apply to the responsibility or liability of an
Executive Board member pursuant of any criminal statues or the liability of a director for
payment of taxes pursuant of local, State, or Federal law.
Section 5. Duties of Officers
a) President – The President shall:
1. preside at all meetings of the Association;
2. send notification of all upcoming meetings;
3. oversee all business of the Association;
4. along with the Executive Board, appoint all chairpersons, including: those for standing committees, fund raising projects and ad hoc committees, as deemed necessary by the Association;
5. approve communications with the general membership, i.e. email blasts, web postings, newsletters;
6. call general meetings when necessary;
7. See that the Association’s Conflict of Interest Policy is signed by Association Board members by the second Association meeting of the school year.
b) Vice President – The Vice President shall:
1. plan programs for the Association;
2. preside at meetings in the absence of the President;
3. shall be eligible for election to president in the following year;
4. succeed the President in the event that the president cannot fulfill the duties of the office.
c) Secretary – The Secretary shall:
1. record and keep all minutes of the Association meetings;
2. post minutes on school website and circulate to meeting attendee email list;
3. keep copies of the Association bylaws, conflict of interest policy statements and other Association governance documents in the Association minute book.
d)Treasurer – The Treasurer shall:
1. be responsible for recording the receipt and disbursal of all funds for the Association;
2. shall consult with a president to approve unbudgeted expenses;
3. provide a monthly report to the Board;
4. the outgoing treasurer shall present the books by July 15th for an annual review by an outside qualified community member with relevant accounting experience who has been approved by the board for the purposes of the annual review;
5. at the request of the Executive Board or Receiving Treasurer, provide a copy of the monthly bank statements.
e)Receiving Treasurer – The Receiving Treasurer shall:
1. collect, receive, and deposit all Association monies.
ARTICLE IV – NOMINATION, ELECTION, AND VACANCY
Section 1. Nominations
a) The President and/or Vice President shall announce that volunteers are being sought to fill the open board positions for the coming school year. The Vice President shall submit to the President the names of nominees for the board positions. The President shall submit a slate of nominees to the membership at the April meeting of the Association.
Section 2. Election of the Home and School Board
a) The election of the Home and School Board shall take place at the last general meeting of the school year.
Section 3. Vacancy
a) In the event that an elected Officer, other than that of the President, fails to serve his or her entire term of Office, the Executive Board shall nominate an individual to fill such a vacancy.
b) The Executive Board shall submit the nominee’s name to the general membership present at the next general meeting.
c) The membership present at the general meeting, or those voting by proxy, will vote on the nominee.
Section 4. Terms
a) For the Executive Board see Article III, Section 2b. All other Board and committee positions may be held for up to four years. The nomination process should be such that any interested volunteers find a way to positively contribute to the Association even if the Association is unable to fulfill their first position of choice.
Section 5. Voting by Proxy
a) vote.
For all matters requiring a vote of the Association, a member entitled to vote may
b) Under these Bylaws, all voting by proxy shall be by mail-in ballots which have been signed and dated by the member entitled to vote and which include such member’s name and address.
c) Every proxy shall be executed in writing by the member entitled to vote or by his or her duly authorized attorney in fact and shall be delivered or mailed to the Association at its current mailing address and filed with the Secretary.
d) A proxy shall be revocable at will, notwithstanding any other agreement or any provision in the proxy to the contrary, but the revocation of a proxy shall not be effective until notice thereof has been given to the Secretary.
e) A proxy shall not be revoked by the death or incapacity of the member unless before the vote is counted or the authority is exercised, written notice of such death or incapacity is given to the Secretary.
ARTICLE V – COMMITTEES
Section 1. Nominating Committee
a) Duties and description. The Nominating Committee shall consist of the President, the Vice President of the Association and any other interested members of the Association limited to three additional persons. The Vice President will serve as the Committee Chairperson.
b) The Nominating Committee shall widely advertise all Association Board openings.
c) The Nominating Committee shall meet prior to the March meeting and solicit suggestions for nominations from the general membership of the Association.
d) The Chairperson shall notify the President of the proposed slate of nominees prior to the April meeting of the Association. The President shall present the slate of nominees to the general membership at the April meeting.
e) At the April meeting, nominations will also be accepted from the floor.
f) Election shall be by a majority of those members present at the last general meeting.
Section 2. Grade Representatives (grades 9 - 12) – The Grade Representatives shall:
a) act as a liaison between parents, the Executive Board, and the principal for the grade level they represent;
b) shall be responsible for organizing fundraising activities for their respective grades;
c) hold their position for four years;
d) ideally two parents or guardians will co-chair the position for each grade.
ARTICLE VI – FINANCE
Section 1. Dues
a) At the discretion of the Executive Board, dues may be collected.
Section 2. Fund Raising Projects
a) Fund raising projects shall be organized at the discretion of the Executive Board.
Section 3. New Fundraisers
a) All funds from Association fundraisers will go into the general Association budget. In order for a new fundraiser to be specifically adopted and/or earmarked, the event and its goals need to be proposed to and approved by the Executive Board.
Section 4. Review
a) The books shall be reviewed subsequent to the outgoing treasurer presenting them to the Executive Board by July 15th.
Section 5. Spending Authority
a) Approved budgetary expenses do not require additional authorization prior to thedisbursement of funds.
b) The Treasurer shall supply the Executive Board a monthly bank statement
c) Any unbudgeted expense up to $100.00 may be authorized at the discretion of the Treasurer and President(s).
d) Any unbudgeted spending amount over $100.00 must be approved by the membership at a general meeting.
Section 6. Surplus
a) If the Executive Board determines that there are sufficient unbudgeted funds available to solicit proposals for funding, the solicitation shall be publicized through the principal.
b) The solicitation shall note 1) the total amount of funds available, 2) deadline for submission, 3) that proposals must be in writing, with a description of the item or program to be funded, its cost, and how it will benefits the SHHS community.
c) All funding proposals shall be directed in writing to the principal. The Principal shall determine whether the proposal can be covered by funds in the school budget, or in the district budget. If so, it will not require action by the Association.
d) All funding proposals shall be voted upon at the next scheduled Association meeting by the majority present and represented by proxy.
ARTICLE VII – MEETINGS
Section 1. General Meetings
a) At least four business meetings shall be held each school year. The meetings are open to all members of the Association.
b) Notice of the meetings shall be given to all Association members in writing or via electronic mail at least one week before the scheduled meeting.
c) Motions at meetings shall be made by any Association member present.
d) Voting on all matters, except where otherwise stipulated in Section VII shall be by simple majority of the members present or voting by proxy at the meeting.
Section 2. Voting
a) All members shall have one vote, regardless of their position in the Association.
ARTICLE VIII – QUORUM
Section 1. Quorum
a) A quorum for the dispatch of business at a general meeting shall consist of no fewer than six (6) members of the Association Board.
ARTICLE IX – AMENDMENTS
Section 1. Amendments
a) These bylaws may be amended by two-thirds vote of the members present or voting by proxy at any stated general meeting. The proposed amendments shall be presented for consideration to the membership at least one regularly scheduled meeting in advance of the vote.
ARTICLE X – PARLIAMENTARY AUTHORITY
Section 1. Parliamentary Authority
a) Robert’s Rules of Order (in its most recent edition at the date of its use) shall be the parliamentary authority for all matters of procedure not specifically covered by these by-laws or by other specific rules of procedure adopted by the Association board.
ARTICLE XI – REVIEW OF BYLAWS
Section 1. Review of Bylaws
a) Bylaws must be reviewed in October every year by the Executive Board.
ARTICLE XII – INDEMNIFICATION
Section 1. Scope of Indemnification
a) General Rule: The Association shall indemnify an indemnified representative against any liability in connection with any proceeding in which the indemnified representative may be involved as a party or otherwise by reason of the fact that such person is or was serving in an indemnified capacity, including, without limitation, liabilities resulting from any actual or alleged breach or neglect of duty, error, misstatement or misleading statement, negligence, gross negligence or act giving rise to strict or products liability, except:
1. where such indemnification is expressly prohibited by applicable law;
2. where the conduct of the indemnified representative has been finally determined pursuant to Section 6 or otherwise; (a) to constitute willful misconduct or recklessness within the meaning of 15 PA C.S. 513(b) and 1746(b) and 42 PA C.S. 8365(b) or any superseding provision of law sufficient in the circumstances to bar indemnification against liabilities arising from conduct; or
(b) to be based upon or attributable to the receipt by the indemnified representative from the Association of a personal benefit to which the indemnified representative is not legally entitled; or
3. to the extent such indemnification has been finally determined in a final adjudication pursuant to Section 6 to be otherwise unlawful.
Partial Payment: If an indemnified representative is entitled to indemnification in respect of portion, but not all, of any liabilities to which such person may be subject, the Association shall indemnify such indemnified representative to the maximum extent for such portion of the liabilities.
Presumption: The termination of a proceeding by judgment, order, settlement, or conviction or upon plea of nolo contendere or its equivalent shall not of itself create a presumption that the indemnified representative is not entitled to indemnification.
Definitions: (for purposes of this Article)
1. “indemnified capacity” means any and all past, present, and future service by an indemnified representative in one or more capacities as an executive board member, director, officer, employee or agent, fiduciary or trustee of another foundation, corporation, partnership, joint venture, trust, employee benefit plan, or other entity or enterprise;
2. “indemnified representative” means any and all executive board members and officers of the Foundation and any other person designated as an indemnified representative by the board of directors of the Association (which may, but not only, include any person serving at the request of the Association, as a director, officer, employee, agent, fiduciary, or trustee of another foundation, corporation, partnership, joint venture, trust, employee benefit plan, or other entity or enterprise);
3. “liability” means any damage, judgment, amount paid in settlement, fine, penalty, punitive damages, excise tax assessed with respect to an employee benefit plan, or cost or expense, of any nature (including, without limitation, attorneys’ fees and disbursements); and
4. “proceeding” means any threatened, pending or completed action, suit, appeal, or other proceeding of any nature whether civil, criminal, administrative or investigative, whether formal or informal, and whether brought by or in the right of the Foundation, a class of its security holders or otherwise.
Section 2. Proceedings Initiated by Indemnified Representatives:
Not withstanding any other provision of this Article, the Association shall not indemnify under this Article an indemnified representative for any liability incurred in a proceeding initiated (which shall not be deemed to include counter claims or affirmative defenses) or participated in as an intervener or amicus curia by the person seeking indemnification unless such initiation of or participation in the proceeding is authorized, either before or after its commencement, by the affirmative vote of a majority of the directors in office. This section does not apply to a reimbursement of expenses incurred in successfully prosecuting or defending arbitration under Section 2.6 or otherwise successfully prosecuting or defending the right of an indemnified representative granted by or pursuant to this Article.
Section 3. Advancing Expense:
The Association shall pay the expenses (including attorneys’ fees and disbursement) incurred in good faith by an indemnified representative in advance of the final disposition of a proceeding described in Section 1 of the initiation of or participation in which is authorized pursuant to Section 2 upon receipt of an undertaking by or on behalf of the indemnified representative to repay the amount if it is ultimately determined pursuant to Section 6 that such person is not entitled to be indemnified by the Association pursuant to this Article. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such advance.
Section 4. Securing of Indemnified Obligations:
To further effect, satisfy, or secure the indemnification obligations provided herein or otherwise, the Association may maintain insurance, obtain a letter of credit, act as a self-insurer, create a reserve, trust, escrow, cash collateral, or other fund or account, enter into indemnification agreements, pledge or grant a security interest in any assets or properties in such amounts, at such costs, and upon such other terms and conditions as the board of directors shall deem appropriate. Absent fraud, the determination of the board of directors with respect to such amounts, costs, terms and conditions shall be conclusive against security holders, officers, and directors and shall not be subject to voidability.
Section 5. Payment of Indemnification:
An indemnified representative shall be entitled to indemnification within thirty (30) days after a written request for indemnification has been delivered to the secretary of the Association.
Section 6. Arbitration:
a) General Rule: Any dispute related to the right of indemnification, contribution or advancement of expenses as provided under this Article, except with respect to indemnification for liabilities arising under the Securities Act of 1933 that the Association has undertaken to submit to a court for adjudication, shall be decided only by arbitration in the metropolitan area in which the principal executive offices of the Foundation are located at the time, in accordance with the commercial arbitration rules then in effect of the American Arbitration Association, before a panel of three arbitrators, one of whom shall be selected by the Association, the second of whom shall be selected by the indemnified representative, and the third of whom shall be selected by the other two arbitrators. In the absence of the American Arbitration Association, or if any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, or if one of the parties fails or refuses to select an arbitrator or if the arbitrators selected by the Association and the indemnified representative cannot agree on the selection of the third arbitrator within thirty (30) days after such time as the Association and the indemnified representative have each been notified of the selection of the other’s arbitrator, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the court of general jurisdiction in such metropolitan area.
b) Burden of Proof: The party or parties challenging the right of an indemnified representative to the benefits of this Article shall have the burden of proof. Expenses: The Association shall reimburse an indemnified representative for the expenses (including attorneys’ fees and disbursement) incurred unsuccessfully prosecuting or defending such arbitration.
c) Effect: Any award entered by the arbitrators shall be final, binding, and nonappealable and judgment may be entered thereon by any party in accordance with applicable law in any court of competent jurisdiction, except that the Association shall be entitled to interpose as defense of any such judicial enforcement proceeding any prior final judicial determination adverse to the indemnified representative under Section1 (1) (2) in a proceeding not directly involving indemnification under this Article. The arbitration provision shall be specifically enforceable.
Section 7. Contribution:
If the indemnification provided for in this Article or otherwise is unavailable for any reason in respect of any liability or portion thereof, the Association shall contribute to liabilities to which the indemnified representative may be subject in such proportion as is appropriate to reflect the intent of this Article or otherwise.
Section 8. Mandatory Indemnification of Directors, Officers, Etc.:
To the extent that an authorized representative of the Association has been successful on the merits or otherwise in defense of any action or proceeding referred to in 15 PA C.S. 1741 or 1742 or in defense of any claim, issue, or matter therein, such person shall be indemnified against expenses (including attorneys’ fees and disbursements) actually and reasonably incurred by such person in connection therewith.
Section 9. Contract Rights; Amendment or Repeal:
All rights under this Article shall be deemed a contract between the Association and the indemnified representative pursuant of which the Association and each representative intend to be legally bound. Any repeal, amendment, or modification hereof shall be prospective only and shall not affect any rights or obligations then existing.
Section 10. Scope of Article:
The rights granted by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification, contribution or advancement of expenses may be entitled under any statue, agreement, or disinterested directors or otherwise both as to action in an indemnified capacity and as to action in any other capacity. The indemnification, contribution, and advancement of expenses provided by or granted pursuant to this Article shall continue as to the person who ceased to be an indemnified representative in respect of matters arising prior to such time, and shall inure to the benefit of their heirs, executors, administrators, and personal representatives of such person.
Section 11. Reliance of Provisions:
Each person who shall act as an indemnified representative of the Association shall be deemed to be doing so in reliance upon the rights provided in this Article.
Section 12. Interpretation:
The provisions of this Article are intended to constitute by-laws authorized by 15 PA C.S. 513 and 1746 and 42 PA C.S. 8365.
