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Bylaws
Friends Foundation of Barnstable Community Horace Mann Charter Public School
Article I: The name of the Foundation that supports the Barnstable Community Horace Mann Charter Public School
Article II: The purpose of the Friends of BCHMCPS is as stated in the mission statement:
Mission Statement: Through financial and volunteer support, we seek to enhance the education, physical, social and intellectual development of our students through the use of evidence based practices within the core disciplines as well as the arts, physical education , technology, and nature exploration."
Section 1: Objectives
1. To provide discretionary financial support for educational and financial charter initiatives as requested from time to time by BCHMCPS’s Principal and/or Board of Trustees;
2. To actively solicit financial support from the BCHMCPS school community, the community at large (business and private individuals) and through fundraising initiatives;
3. To provide to our school community scholarships and donations of goods/supplies to families that have a demonstrated need based on economic hardship as may be determined by the BCHMCPS school administration;
4. To increase recognition of BCHMCPS and to promote community involvement through community out- reach programs;
5. To seek and apply for grants that support our mission statement.
Section 2: Basic Policies
1. The Friends of BCHMCPS shall be non-partisan and non-sectarian; and
2. Shall provide support, both volunteer and financial, in ways that do not interfere with the administration of the school.
Article III: Members
Any parent, guardian, or other adult standing in loco parentis of any student at BCHMCPS shall be a member and shall have the right to vote at any meeting of the general membership.
Article IV: Officers and Elections
Section 1: Officers. The Executive Board shall consist of the following officers: president, vice president, recording secretary, corresponding secretary, and a treasurer.
a. President. The president shall preside over meetings of the organization and the Executive Board, and shall serve as the primary contact and work closely with BCHMCPS’s principal to insure that the goals of Friends of BCHMCPS are not in conflict with the school’s charter and the goals of the school, and shall represent the organization at meetings outside the organization , and shall serve as an ex officio member of all committees except the nominating committee, and coordinate the work of all the officers and committees so that the purpose of the organization is served. The president is responsible for creating meeting agendas and composing quarterly newsletters. The president must also attend BCHMCPS Board of Trustee meetings on a rotating basis with the vice president. The president must regularly insure compliance with all federal and state rules and
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regulations regarding the Friends of BCHMCPS status as a 501 (c) 3 compliant organization. Additionally, the president shall assist in the oversight of any tax related matters as well as any audits of the organization.
b. Vice President. The vice president shall assist the president and carry out the president’s duties in his or her absence or inability to serve. In addition to attending Board of Trustees meetings on a rotating basis, the vice president is the liaison to the BCHMCPS Parent Teacher Organization and an ex-officio member of all committees. The vice president shall carry out the treasurer’s duties in his or her absence or inability to serve.
c. Recording Secretary. The recording secretary shall keep all records of the organization and take and record minutes of all meetings, both executive and membership and be prepared to present them at all membership meetings. Minutes for executive board meetings shall be submitted to the board not later than one week after executive board meetings. The recording secretary shall also maintain and duly amend for approval the Friends of BCHMCPS’s By-laws so long as changes have been approved by a quorum of the executive board members at a duly noticed meeting. The recording secretary shall carry out the corresponding secretary’s duties in his or her absence or inability to serve.
d. Corresponding Secretary. The corresponding secretary shall control all correspondence and shall read any such correspondence at membership meetings and is responsible for distributing meeting notices, flyers, and newsletters to the membership, and write thank you notes when necessary to volunteers and donors. The corresponding secretary is also responsible for communicating with the manager of BCHMCPS’s school website regarding any information to be posted on the site on behalf of the Friends of BCHMCPS. The corresponding secretary shall monitor and maintain any social networking accounts such as Facebook as necessary. Fellow board members are responsible to review information posted on social networking sites at regular intervals to insure that it remains consistent with the Friends of BCHMCPS’s activities as well as its mission statement. The corresponding secretary is also responsible for arranging media coverage of Friends of BCHMCPS events. The corresponding secretary shall carry out the recording secretary’s duties in his or her absence or inability to serve.
e. Treasurer. The treasurer is responsible for keeping accurate records of all funds received and disbursed as well as paying all debts properly incurred by Friends of BCHMCPS organization. The treasurer must present a treasurer’s report at all executive board meetings as well as membership meetings and shall submit a draft report to the executive board one week prior to any scheduled executive board and/or membership meetings. The treasurer is the liaison with the accountants and is responsible for supplying all financial data for tax preparation and independent audits. The treasurer is also responsible for filing all necessary paperwork to maintain 501(c) 3 status.
f. Committee Chairpersons. All committee chairpersons shall maintain accurate files of their fundraising/event activities, record minutes of all committee meetings, and pass these records on to succeeding chairpersons. They must also regularly communicate with the Friends executive board the status of their activity and shall also present the status of their activity at all membership meetings. They must attend membership meetings and be prepared to report on the status of their event when necessary and keep an accurate list of all of their volunteers for proper acknowledgement.
Section 2: Nominations and Elections. Elections will be held at the second to last meeting of the school year. At that meeting, nominations may be made from the floor. If more than one person is running for any one position, a ballot vote shall be taken and the person with the majority of the votes at that meeting shall be elected to that position.
Section 3: Terms of Office. Executive Board Officers are elected for two years and may serve no more than one term in the same office. Each person elected shall hold only one office at a time.
Section 4: Vacancies. If there is a vacancy in the office of the president, the vice president will become the president for the remainder of the term. At the next regularly scheduled membership meeting, a new vice president will be elected. If there is a vacancy in any other office, members will fill the vacancy through nominations/elections at the next regular membership meeting.
Section 5: Removal from Office. Officers can be removed from office with or without cause by a two-thirds vote of the remaining executive board officers. One vote from each Friend’s of BCHMCPS board member will be required. This must occur at an executive board meeting where proper previous notice of the meeting has been given to all Executive Board members. Page 3
Section 6: Resignation. Any officer may resign at any time by giving written notice to the President of the Board. Such resignation shall take effect at the time specified in the notice, or if no time is specified, then immediately upon receipt by the President of said written notice.
Article V. Meetings
Section 1: Regular membership meetings. The regular meeting of the membership shall take place at least five (5) times each year at a time and place determined by the executive board at least one month prior to that meeting.
Article VI. Executive Board.
Section 1: Officers. The Executive Board shall consist of the five officers of the Friends of BCHMCPS.
Section 2: Duties. The duties of the Executive Board shall be to transact business between meetings in preparation of the membership meetings, create standing rules and policies, create standing and temporary committees, prepare and submit a budget to the membership, approve expenditures, approve fundraisers to support Charter initiatives, review and apply for grants, and review requests from the community. These requests include but are not limited to spending, support, and participation by the Friends of BCHMCPS in school and community endeavors that support our mission statement.
Section 3: Meetings. Regular meetings shall be held as scheduled during the school year and as necessary over the summer months. Special meetings may be called by any two board members with seventy- two (72) hours prior confirmable notice given to all of the Board members; except in case of an emergency when a meeting may be called by the President without prior notice.
Section 4: Quorum. Two-thirds (2/3) of board members present constitutes a quorum. All votes must be submitted in person or via e-mail, or postal mail.
Article VII. Committees
Section 1: Membership. Committees may consist of members of the executive board and members of the community (parents/guardians, teachers, etc) with the president and/or the vice president acting as an ex- officio member of all committees.
Section 2: Standing Committees. The following committees shall be standing committees of the Friends of BCHMCPS: Athletic Yard sale, Auction, Arts and Enrichment, and Diversity. The Friends of BCHMCPS board may choose to change or discontinue any of these committees at any time with a majority vote of the board members.
Section 3: Additional Committees. The board may appoint additional committees as needed.
Section 4: A majority of the Friends of BCHMCPS executive board shall have final decision making authority over all committees’ activities.
Article VIII. Finances
Section 1: A tentative budget shall be drafted in the fall for each school year and approved by a majority vote of the members present at the first meeting of that school year.
Section 2: The treasurer shall keep accurate records of any disbursements, income, and bank account information.
Section 3: The president may spend up to $100.00/transaction for necessary supplies including but not limited to reference guides, printer ink, stamps, etc. without prior approval. Other Executive Board members may spend up to $100.00 with prior written approval from the president.
Section 4: The board shall approve, by majority vote of the quorum present, all expenses over $100.00 for the organization.
Section 5: Prior to the Executive Board expending an amount which exceeds $3,000.00 and for the benefit of the school, the Executive Board shall seek the approval of the majority of the BCHMCPS Board of Trustees and if such approval is received than such expenditure shall be made.
Section 6: Two authorized signatories shall be required on each check over the amount of $400.00. Authorized signatures shall be the president, vice president, and the treasurer. Page 4
Section 7: The treasurer shall prepare a financial statement at the end of each school year.
Section 8: Upon dissolution of the organization, any remaining funds shall be used to pay any outstanding bills and, with the approval of the membership, spent for the benefit of the school. All current bank accounts would be closed and the remaining balance gifted to the Board of Trustees of BCHMCPS. All Friends of BCHMCPS’s records, bank statements, tax returns, and any other legal documents are to be stored in the BCHMCPS main office.
Section 9: All grant applications must first be approved by a majority of the Friends Executive Board and the BCHMCPS principal prior to completion and submission.
Section 10: Funding requests shall be submitted through the school's principal and/or the Board of Trustee's chair. The funding request application shall be reviewed at the next scheduled executive board meeting. Applications must be submitted at least one week prior to that meeting. A quorum vote will be required for approval.
Article IX . Parliamentary Authority
Robert’s Rules of Order shall govern all meetings of the Friends of BCHMCPS so long as said Rules do not conflict with these Bylaws and if a conflict shall arise, then these Bylaws shall govern.
Article X . Amendments.
These bylaws may be amended at the Executive Board meeting, providing that previous notice was given in writing at the prior meeting and then sent to all executive board members by the recording secretary. Notice may be given by postal mail, e-mail, or fax. Amendments must be approved by a two-thirds vote of the executive board, assuming a quorum.
Article XI . Conflict of Interest Policy
Section 1: Purpose. The purpose of the conflict of interest policy is to protect the Friends of BCHMCPS’s interest when contemplating entering into a transaction or arrangement that might benefit the private interest of an executive board member or committee member of the organization or may result in a possible excess benefit transaction. This policy is intended to supplement but not supplant any applicable state and federal laws governing conflict of interest applicable to non-profit and/or charitable organizations.
Section 2: Definitions.
a. Interested Person. Any executive board member, committee member or member who has a direct or indirect financial interest, as defined below, is an interested person.
b. Financial Interest. A person has direct or indirect financial interest through business, investment or family if they have:
i. ownership or investment interest in any entity with which
the organization has a transaction or arrangement;
ii. a compensation arrangement with the organization or with
any entity or individual with which the organization has a transaction
or arrangement; or
ii. a potential ownership or investment interest in, or compensation
arrangement with, any entity or individual with which the organization
is negotiating a transaction or arrangement. “Compensation”
includes direct and indirect remuneration as well as gifts or favors
that are not insubstantial.
Note: A financial interest is not necessarily a conflict of interest. Under
Section 3b, a person who has a financial interest may have a conflict
of interest only if the appropriate governing board or committee
decides that a conflict of interest exists. Page 5
Section 3: Procedures.
a. Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the executive board members who are considering the proposed transaction or arrangement.
b. Determining whether a conflict of interest exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the executive board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining executive board and committee members shall decide whether a conflict of interest exists.
c. Procedures for Addressing the Conflict of Interest:
i. An interested person may make a presentation at the executive board meeting or committee meeting, but after the presentation, he/she shall
leave the meeting during the discussion of, and the vote on, the
transaction or arrangement involving the possible conflict of interest.
ii. The executive board or committee shall, if
appropriate, appoint a disinterested person or committee to investigate
alternatives to the proposed transaction or arrangement.
iii. After exercising due diligence, the executive board or committee
shall determine whether the organization can obtain, with
reasonable efforts, a more advantageous transaction or arrangement
from a person or entity that would not give rise to a conflict of
interest.
iv. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the executive board or committee shall determine by a majority vote of the disinterested executive board and/or committee members whether the transaction or arrangement is in the organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.
d. Violations of the Conflict of Interest Policy:
i. If the Executive Board or committee has reasonable cause to
believe that a member has failed to disclose actual or possible conflicts
of interest, it shall inform the member of the basis for such belief and
afford the member an opportunity to explain the alleged failure to
disclose.
ii. If, after hearing the member’s response and after further
investigation as warranted by the circumstances, the Executive
Board or committee determines that the member has failed to
disclose an actual or possible conflict of interest, it shall take appropriate
disciplinary and corrective action.
Section 4: Records of Proceedings. The minutes of the executive board and all committees shall contain:
a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest; the nature of the financial interest; any action taken to determine whether a conflict of interest was present; and the executive board’s or committee’s decision as to whether a conflict of interest in fact existed.
b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement; the content of the discussion; including any alternatives to the proposed transaction or arrangement; and a record of any votes taken in connection with the proceedings. Page 6
Section 5: Compensation.
a. Any Executive Board member or committee member who receives compensation, directly or indirectly, from the organization for services is precluded from voting on matters pertaining to that member’s compensation.
b. An executive board member or committee member whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the organization for services is precluded from voting on matters pertaining to that member’s compensation.
c. No voting member of the Executive Board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Section 6: Annual Statements. Each executive board member shall annually sign a statement which affirms that such person:
• Has received a copy of the conflict of interest policy;
• Has read and understood the policy;
• Has agreed to comply with the policy; and
• Understands that the Friends of BCHMCPS is a charitable organization and that in order to maintain its federal tax exempt status it must engage primarily in activities which accomplish one or more of its tax exempt purposes.
Section 7: Periodic Reviews. To ensure that Friends of BCHMCPS operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects and occur on an annual basis:
a. Whether compensation arrangements and benefits are reasonable, are based on competent survey information, and are the result of arm’s length bargaining.
b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in inurement, impermissible private benefit, or an excess benefit transaction.
Section 8: Use of Outside Experts. When conducting the periodic reviews as provided for in Section 7, Friends of BCHMCPS may, but need not, use outside advisers. If at any time there are questions by board members when answers to legal and tax matters are unclear, a vote will be taken by the Executive Board. If a majority rules, then professional consultation shall be sought regarding the matter at hand. If outside experts are used, their use shall not relieve the Executive Board of its responsibility for ensuring that periodic reviews are conducted.
ARTICLE XII. Indemnification
Unless otherwise prohibited by law, the Friends Foundation of Barnstable Community Horace Mann Charter Public School may indemnify any officer or any former officer, and may by resolution of the Executive Board indemnify any employee, against any and all expenses and liabilities incurred by him or her in connection with any claim, action, suit, or proceeding to which he or she is made a party by reason of being a director, officer, or employee. However, there shall be no indemnification in relation to matters as to which he or she shall be adjudged to be guilty of a criminal offense or liable to the Friends Foundation of the Barnstable Community Horace Mann Charter Public School for damages arising out of his or her own gross negligence in the performance of a duty to the Friends Foundation of the Barnstable Community Horace Mann Charter Public School. Amounts paid in indemnification of expenses and liabilities may include, but shall not be limited to, counsel fees and other fees, costs and disbursements, and judgments, fines, and penalties against, and amounts paid in settlement by such officer or employee. The Organization may advance expenses or, where appropriate, may itself undertake the defense of any officer or employee. However, such officer or employee shall repay such expenses if it should be ultimately determined that he or she is not entitled to indemnification under this Article. Page 7
Approved and voted in March 8, 2011
