|Adopted By Wilmington Montessori Board of Directors on and made effective as of February 6, 2014|
ARTICLE I – PURPOSES
The purposes of the Wilmington Montessori School, Inc. (herein “WMS”) shall be to (i) accomplish the goals, objectives and purposes set forth in WMS’s Amended And Restated Certificate of Incorporation, as the same may be amended and/or restated and in effect from time to time, and (ii) conduct itself as a reputable business, institution and independent school.
ARTICLE II – MEMBERS
SECTION 1: CLASSES OF MEMBERS
WMS shall have the classes of members (herein “Member”) enumerated below. A person may hold more than one class of membership at the same time but must meet the respective qualifications and satisfy the respective requirements of each class of membership that he/she holds.
1. Parent Member: Any person that has one or more children accepted by, registered with and attending WMS (herein “Student”) shall become a Member immediately upon such attendance.
2. Non-Parent Member: Any person that desires to support WMS and whose application for membership has been approved by the Board (defined in Article IV, Section 1 herein) or by the Governance and Nominating Committee (defined in Article IV, Section 15 herein), acting on behalf of the Board, shall become a Member immediately upon such approval.
3. Board of Directors: Any person appointed or elected to the Board shall become a Member immediately upon such appointment or election.
4. Advisory Directors: Any person appointed an Advisory Director (defined in Article IV, Section 14 herein) shall become a Member immediately upon such appointment.
5. Such other classes of members as may be created and defined from time to time by the Board.
Applications for membership shall be submitted to the GNC for a determination of eligibility, qualification and other vetting. Upon the recommendation of the GNC, the Board shall act on all applications for membership. A register of Members and their respective membership standing shall be maintained by WMS and overseen by the Secretary (defined in Article V, Section 5 herein).
At all times, each Member shall maintain the qualifications and comply with the requirements of her/his membership class (defined in Article II, Section 7 herein) and if the Member fails to do so, then he/she shall automatically become (without the necessity of any further action whatsoever) a disenfranchised Member during the period of such non-qualification or non-compliance. A disenfranchised Member shall not be entitled to or enjoy any rights or benefits of membership.
Any class of membership (except Parent Members) may be revised, suspended, terminated and/or revived from time to time by the Board upon an affirmative vote of two-thirds (2/3) of the total Board.
SECTION 2: VOTING RIGHTS
Except as otherwise provided in these Bylaws, each duly qualified Member shall be entitled to vote on each matter submitted to a vote of the Members; provided however only one Member per household shall be entitled to such vote. A Member may vote or attend a meeting in person or by a duly signed and timely submitted proxy. In the event Parent Members do not reside in the same household, only the Parent Member duly registered with WMS as the Primary Parent Member shall be entitled to exercise the single eligible vote on matters submitted to a vote of the Members. This Section does not prohibit such Primary Parent Member from giving a written proxy to the other Parent Member or any other person to exercise such single vote on behalf of the Primary Parent Member.
SECTION 3: TERMINATION OF MEMBERSHIP
By an affirmative vote of two-thirds (2/3) of the total Board, the Board may disenfranchise, expel, suspend or terminate any Member, provided that the Member has been given at least seven (7) days prior notice of the meeting at which such action is to be considered by the Board.
SECTION 4: RESIGNATION
A Member may resign by filing a written resignation with the Secretary; provided, however, such resignation shall not relieve the Member of her/his responsibility to fully and timely satisfy all outstanding obligations, payments and pledges that the Member owes to WMS.
A Parent Member that no longer has a Student shall be deemed to have immediately resigned as a Parent Member. If at a later date, such person’s child or children are re-enrolled as Students then such person shall become a Parent Member immediately upon such re-enrollment. A person that has resigned as a Parent Member may seek to become a Non-Parent Member or other type of Member.
SECTION 5: REINSTATEMENT
A Member that has been disenfranchised, expelled, suspended or terminated and desires reinstatement shall submit a signed reinstatement request to the Secretary and provide the GNC with such information as the GNC may request for its determination of eligibility and qualification and for other vetting. To be reinstated, the Member's written request must receive the affirmative vote of two-thirds (2/3) of the total Board and the Member must accept in writing the reinstatement terms as the Board shall determine. In considering such written request and reinstatement terms, the Board may require among other things that the Member demonstrate a good faith commitment to be and remain a duly qualified Member at all times upon and after reinstatement. The Member shall be given at least three (3) days prior notice of the meeting at which the reinstatement is to be considered by the Board.
SECTION 6: TRANSFER OF MEMBERSHIP
Membership in WMS may not be directly or indirectly transferred or assigned in whole or in part, in any manner. Any attempted or purported transfer or assignment shall be null and void. Where two Parent Members share custody of Student(s), the duly registered Primary Parent Member may transfer such primary status to the other Parent Member by submitting to WMS a written notice of transfer signed by both Parent Members.
SECTION 7: QUALIFICATIONS FOR MEMBERSHIP
The Board shall determine from time to time the qualifications required for a person to be considered for and to maintain membership in WMS; provided, however, that the following minimum qualifications shall be required for and of all Members:
1. Good Financial Standing: A Member shall not have any overdue obligations, payments or pledges owing to WMS;
2. Cooperative Commitment: A Parent Member shall agree to and fulfill the Cooperative Commitment as determined from time to time by the Board;
3. Interest in WMS: A Member shall demonstrate a sincere commitment to or interest in the fulfillment of WMS’s purposes, mission, core values and
strategic goals; and
4. Moral Character: A Member shall be a reputable person with integrity and good moral character.
SECTION 8: COOPERATIVE COMMITMENT
A Parent Member shall evidence a sincere commitment to and interest in WMS by, among other things, fulfilling each school year a Cooperative Commitment as defined and determined from time to time by the Board. The Cooperative Commitment may have various forms that provide a tangible benefit to WMS including without limitation the donation of items, monies, services or hours of effort and work that help WMS to defray costs and expenses; increase revenue and fund raising; obtain support from foundations; enhance the reputation and standing of WMS as a business, institution and school, and/or otherwise benefit WMS. The Cooperative Commitment of a Parent Member may be similar or dissimilar to the Cooperative Commitment of other Parent Member(s). The Board may waive the Cooperative Commitment in whole or in part for any Parent Member(s).
ARTICLE III - MEETINGS OF MEMBERS
SECTION 1: ANNUAL MEMBER MEETING
An annual meeting of the Members (herein the “Annual Meeting”) shall be held no later than April 30 of each calendar year. The Annual Meeting shall be for the purpose of receiving a financial report of WMS, for electing Directors and for the transaction of such other business as may come before the Annual Meeting.
SECTION 2: SPECIAL MEMBER MEETINGS
A special meeting of the Members (herein a “Special Member Meeting”) may be called by the Chairperson (defined in Article V, Section 2 herein) upon a written request submitted to the Secretary from any of the following: (i) one-third (1/3) of the total Board, which one-third must include the Chairperson, (ii) two-thirds (2/3) of the total Board, which two-thirds may but is not required to include the Chairperson, or (iii) not less than one-fourth (1/4) of the total number of Members duly qualified and eligible to vote at the Special Member Meeting. Upon an occurrence of the foregoing (i), (ii) or (iii), the Chairperson shall call a Special Member Meeting to be held as soon as practical after delivery of such written request to the Secretary but not later than thirty (30) days thereafter.
SECTION 3: TIME, DATE AND PLACE OF MEMBER MEETINGS
The Board (or the GNC acting on behalf of the Board) shall designate the time, date and place for each Annual Meeting. If the Board or the GNC fails to make such designation then the Chairperson shall make such designation. The Chairperson shall designate the time, date and place for each Special Member Meeting. If the Chairperson fails to make such designation for an Annual Meeting or Special Member Meeting, as the case may be, the designation shall be made by, in order, the Vice Chairperson (defined in Article V, Section 3 herein) or the Secretary.
Each Annual Meeting or Special Member Meeting shall be held at the location of WMS’s principal office or within a reasonable distance of such office, within or without the State of Delaware. If the day fixed for any Annual Meeting or Special Member Meeting shall be a legal holiday in the location of WMS’s principal office, the meeting shall be held on the next succeeding business day.
SECTION 4: NOTICE OF MEMBER MEETINGS
Written notice, including an agenda and ballot for the election of Directors, of each Annual Meeting shall be given not less than ten (10) days nor more than thirty (30) days before the meeting. Written notice, including an agenda of each Special Member Meeting shall be given not less than five (5) days nor more than fifteen (15) days before the meeting. Each respective written notice of an Annual Meeting or Special Member Meeting shall be given to each Member duly qualified and entitled to vote at the meeting and shall be delivered (i) in person or by hand delivery, (ii) by posted notice at WMS's principal office, (iii) by mail with prepaid postage thereon, or (iv) by electronic communication (e.g. email, fax, text message or other). The written notice shall be delivered to the Member at the relevant address (e.g., street address, email address, fax phone number, text message phone number or other) for communications with the Member as such address appears in WMS’s records. Written notices sent by mail shall be deemed to be delivered when properly addressed, postage prepaid and given to the United States Postal Service.
SECTION 5: ACTION BY MEMBERS
Any action to be taken by the Members (including without limitation, the election of Directors) shall be determined by a count of “yes” and “no” votes. Abstentions will be considered non-votes and will not be counted. As to the election of Directors, each Member duly qualified and eligible to vote shall be entitled to one vote for each Director position up for election. Cumulative voting shall not be permitted. A nominee for a Director position that receives a “yes” vote from a majority of the Member votes cast for such position shall be elected as a Director. If a nominee for a Director position receives a “no” vote from a majority of the Member votes cast then the Board may present to the Members additional ballot(s) and/or nominee(s) for such position.
Any action required to be taken or which may be taken at any meeting of the Members may be taken by a written resolution setting forth such action and signed by two-thirds (2/3) of the total Members duly qualified and entitled to vote with respect to the subject matter thereof.
SECTION 6: QUORUM AT MEMBER MEETINGS
At each meeting of the Members, those Members present in person or by proxy and holding more than one-half (1/2) of the duly qualified and eligible votes shall constitute a quorum for the meeting. If a quorum is not present at such meeting (herein “the first scheduled meeting”), then those Members that are in fact present in person or by proxy shall constitute a quorum for purpose of electing Directors and shall vote on the election of Directors. Any nominee on the ballot for a Director position shall be elected if he/she receives a “yes” vote from a majority of those Members present (whatever their number) at the first scheduled meeting and casting votes for such position.
If there are noticed matters to be voted upon at the first scheduled meeting other than the election of Directors and a quorum does not exist to vote on such other matters then as to such other matters, a majority of the Members present (whatever their number) at the first scheduled meeting may adjourn the meeting without further notice and shall reschedule and reconvene the meeting for one week later at the same day, time and place (herein “the second scheduled meeting”) without any additional notice being required other than by posting at WMS’ principal office a notice of such adjournment and convention. The second scheduled meeting shall be solely for voting on matters (other than the election of Directors) that were noticed on the Agenda for the first scheduled meeting.
If at the second scheduled meeting, there is still not a quorum present in person or by proxy then a majority of the Members present (whatever their number) may adjourn the meeting without further notice and shall convene the meeting for one week later at the same day, time and place (herein “the third scheduled meeting”) without any additional notice being required other than by posting at WMS’s principal office a notice of such adjournment and convention. If at the third scheduled meeting, a quorum is still not present in person or by proxy then a majority of the Members present (whatever their number) shall constitute a quorum and the meeting shall be conducted. The third scheduled meeting shall be solely for voting on matters (other than the election of Directors) that were noticed on the Agenda for the first scheduled meeting.
ARTICLE IV - BOARD OF DIRECTORS
SECTION 1: BOARD AND SELECTION OF DIRECTORS
The property, business and affairs of WMS shall be conducted, controlled, managed and supervised by a Board of Directors (herein the "Board"). A member of the Board is herein a “Director.” The size of the Board shall be determined from time to time by the Board; provided that the total number of Directors shall not be less than seven (7) or more than thirteen (13) Directors. If due to resignations or any other reasons, the total number of incumbent Directors drops below seven then the remaining Directors (whatever their number) shall immediately appoint sufficient new Directors to return the total Board size to at least seven but not more than thirteen Directors. If due to mass resignations or other reasons, the total number of incumbent Directors drops to zero then the Head of School (defined in Article VI herein) shall immediately convene a Special Member Meeting for the purpose of electing new Directors to return the total Board size to at least seven but no more than 13 Directors.
The Board shall be classified into three classes, each class containing one-third of the total number of Directors to the greatest extent numerically practicable. At each Annual Meeting, one of the three Director classes shall stand for election. A person desiring to stand election as a Director shall be reviewed by the GNC for eligibility, qualification and other vetting. Thereafter, the GNC shall submit a recommendation to the Board that such person be or not be submitted as nominee for election by the Members. Those nominees recommended by the GNC and approved by the Board shall be put on the Ballot distributed to the Members with the notice of the Annual Meeting. Those nominees elected by the Members shall become Directors and immediately assume their position on the Board.
SECTION 2: QUALIFICATION OF DIRECTORS
No person may be nominated, stand for election, be elected, be appointed or serve as a Director unless he/she is a Member and the GNC has reviewed such person’s eligibility and qualifications and completed its vetting of such person. A failure to cooperate fully with the GNC in a manner and times as requested by the GNC is reason itself to find that such person is not qualified to be nominated, elected, appointed or serve as a Director. The GNC shall have sole and exclusive authority to determine and apply the criteria for Director nominees for appointment by the Board and/or election by the Members, as the case may be. Directors need not be residents of Delaware.
An employee or staff member of WMS, or a spouse, direct family member or person living in the same household as an employee or staff member, may not be nominated, stand for election, be elected or serve as a Director. Employees and staff members shall include, without limitation, members of the administrative and educational staffs of WMS (e.g., the Head of School, teachers, assistant teachers, and reading, art, music or other special independent contractors).
Each person desiring to be nominated, appointed or stand for election, or who is elected, appointed or serves as a Director shall satisfy the GNC that, among other things, he/she is capable of faithfully carrying out the duties and responsibilities of a Member and of a Director, including being free of any real or potential conflict of interest which in the opinion of the GNC would adversely affect such person’s ability to carry out such duties. As to any disputes concerning the qualifications of a person as a Director, the Board may seek the input of the GNC before the Board resolves the matter.
SECTION 3: TERM OF OFFICE; DUTIES; VACANCIES
Each Director elected at an Annual Meeting shall serve until the first to occur of the following: (i) the third Annual Meeting after the Annual Meeting in which Director was elected, (ii) her/his resignation or removal, or (iii) the election or appointment of her/his successor. Any Director appointed by the Board to fill a newly created Board position shall be placed in a class of Directors so as to maintain the three classes described in Article IV, Section 1 hereof, and, if recommended by the GNC, may stand for election with such appointed class. Any vacancy (whether due to resignation or otherwise) occurring in the membership of the Board may be filled by the affirmative vote of the Board after consultation with the GNC. A Director appointed by the Board to fill a vacancy shall serve in the same class and for the unexpired term of her/his predecessor, and, if recommended by the GNC, may stand for election with such class.
SECTION 4: FIRST BOARD MEETING
As soon as practicable after the Annual Meeting, the Board shall convene and hold its annual organizational meeting for the transaction of such business as may properly come before the meeting. Such meeting shall be held at the time, date and place as the Board (or the GNC acting on behalf of the Board) shall fix each year. The annual organizational meeting shall be held without any notice other than this bylaw and as soon as practical after the Annual Meeting.
SECTION 5: REGULAR MEETINGS OF BOARD
Regular meetings of the Board shall be held at such times, dates and places as from time to time shall be established by the Board and noticed to all Directors.
SECTION 6: SPECIAL BOARD MEETINGS
A special meeting of the Board (herein “Special Board Meeting”) may be called by either (i) the Chairperson or (ii) not less than one-half (1/2) of the total Board (which may include the Chairperson). The Special Board Meeting shall be held at the time, date and place as he/she or they shall fix. Written notice, including an agenda, of the Special Board Meeting special shall be given not less than three (3) days before the meeting. Each written notice of a Board meeting (whether annual organizational, regular or special meeting) shall be delivered to each Director (i) in person or by hand delivery, (ii) by posted notice at WMS’s principal office, (iii) by mail with prepaid postage thereon, or (iv) by electronic communication (e.g. email, fax, text message or other). The written notice shall be delivered to the Director at the relevant address (e.g. street address, email address, fax phone number, text message phone number or other) for communications with the Director as such address appears in WMS’s records. Written notices sent by mail shall be deemed to be delivered when properly addressed, postage prepaid and given to the United States Postal Service. Unless otherwise indicated in the written notice thereof, any and all business may be transacted at a Special Board Meeting.
SECTION 7: QUORUM AT BOARD MEETINGS
At any meeting of the Board, a majority of the total Board present in person or by teleconference shall constitute a quorum for all purposes. If a quorum is not present at such meeting then a majority of those Directors present (whatever their number) may adjourn the meeting to another time, date and place, without further notice or waiver thereof.
SECTION 8: PARTICIPATION IN MEETINGS BY TELECONFERENCE
Directors, or members of any committee of the Board, may participate in a meeting of the Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear and speak to each other, and such participation shall constitute presence in person at such meeting. The agenda and business of such meeting shall be recorded in the minutes of the meeting by the Secretary or, in her/his absence, a secretary of the meeting.
SECTION 9: CONDUCT OF BUSINESS
At any meeting of the Board, the business shall be transacted in such order and manner as the Chairperson (or in her/his absence, the Vice Chairperson or other Chair of the meeting) may determine, and all matters shall be determined by the vote of a majority of the Directors present in person or by teleconference, except as otherwise provided herein or required by law. A Director may not attend a meeting or vote by proxy. The Chairperson shall be entitled to vote as a Director whether or not there is a tie vote. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if a written consent to such action is signed by all Directors and filed with the Secretary (it being understood that the transmission of an electronic mail message from a Director shall constitute a signed written consent for purposes of this paragraph).
Except as may be otherwise provided by the Board, any action taken by the Board may be certified or attested by the Secretary or in the absence of the Secretary, any other Officer (defined in Article V herein) familiar with the matters being attested.
Except as otherwise provided by the Board, all actions taken by the Board shall include, without more than this bylaw, a resolution authorizing, empowering and directing the Chairperson (or in her/his absence, the Vice Chairperson) and the Head of School, acting severally and jointly to take any and all actions (including without limitation the negotiation, execution, delivery and performance of agreements, instruments and documents) as he/she or they may deem reasonably necessary or appropriate to implement such actions, matters and transactions contemplated in or by such resolution. Without affecting or limiting the scope of the foregoing whatsoever, the acting person(s) shall endeavor to inform the Board as he/she or they may deem reasonably necessary or appropriate at the milestone dates and at the completion of the implementation of such actions, matters and transactions contemplated therein or thereby.
SECTION 10: POWERS
Except as otherwise required by law, the Board may exercise all powers provided in WMS’s Amended and Restated Certificate of Incorporation, and
may do all acts and things as may be exercised or done by WMS, and shall manage, control, supervise and conduct the affairs, business and property of WMS. Without affecting or limiting the generality of the foregoing whatsoever, the Board shall have and may exercise unqualified power to do each and any or more of the following:
1. To purchase or otherwise acquire any property, rights or privileges on such terms as the Board shall determine;
2. To authorize the creation, making and issuance, in such form and substance as the Board determines, of written obligations of every kind, negotiable or non-negotiable, secured or unsecured, and to do all things necessary in connection therewith; and
3. To adopt from time to time policies, processes, procedures and/or practices not inconsistent with the certificate of incorporation or bylaws of WMS.
SECTION 11: SPECIAL ACTS
Notwithstanding anything to the contrary, the following acts may not be taken directly or indirectly by WMS, the Board, any committee of the Board or by any Director, Officer, employee or other person except with the affirmative vote of two-thirds (2/3) of the total Board (it being understood that except as the Board determines otherwise, the amounts set forth in a line item of a budget or the actions under and within the limits and restrictions of the WMS Delegations of Authority System or the actions preauthorized in any formal motion, receiving the affirmative vote of two-third (2/3) of the total Board, are sufficient for purposes of satisfying this Section):
1. A recommendation to the Members concerning the amendment, modification, repeal or termination of WMS’s Amended and Restated Certificate of
2. The amendment, modification, repeal or termination of these Bylaws;
3. The establishment, maintenance, operation, financing, administration or provision of services to any other organization, entity or school; and/or
4. Any action or transaction of any nature (whether expenditure, borrowing, contract, acquisition, disposal, transfer, settlement of claim or other) by, with, in the name of or on behalf of WMS and involving (i) an agreement, obligation or duty of WMS which cannot be fully performed within twelve (12)
months, or (ii) property of any nature (whether real, personal, intangible or other) having a book value or cost or market value, whichever is greater, in
excess of $7,500 per item ($25,000 in the aggregate for all items that part or of or related to the same transaction) or (iii) an amount, right, interest, liability, duty or obligation of any nature (whether past, present or future; whether real or contingent; or other) owed by or to WMS or possessed or owned by WMS having a value in excess of $7,500 per item ($25,000 in the aggregate for all items that are part of or related to same transaction) or a term or effective period in excess of twelve (12) months.
Notwithstanding anything to the contrary, no amendment, modification, repeal or termination of WMS’s Amended And Restated Certificate Of Incorporation shall be or become effective unless and until it is approved by the Members.
SECTION 12: COMPENSATION OF DIRECTORS
A Director shall not receive any compensation for services as a Director, Officer or member of committee(s) of the Board or WMS. However, subject to the approval by the GNC, a Director may be reimbursed by WMS for reasonable expenses incurred in the performance of duties as such Director, Officer or committee member. Nothing herein shall be construed to preclude any economic or financial relationship between WMS and a Director provided that full and complete disclosure about the particulars and consequences of such relationship are disclosed to and reviewed by the GNC and
thereafter approved by the Board prior to the commencement of such relationship. Such disclosure and approval is required regardless of whether the Director will receive a direct or indirect monetary or other benefit from such relationship.
SECTION 13: REMOVAL OF DIRECTORS
Any one or more Directors (including all Directors) may be removed for cause by the affirmative vote of three-fourths (3/4) of the Members duly qualified and entitled to vote at a Special Member Meeting; provided, however, that each such Director whose removal is to be voted on shall receive written notice, stating the reasons for such removal, at least five (5) days prior to such meeting. Any Director not so removed may continue to serve as a Director for the remainder of her/his term. Any Director removed shall leave office immediately upon an affirmative removal vote by the Members
(without the necessity of any further action) and her/his removal shall be deemed to have created a vacancy in the Board.
If the entire Board is being voted on for removal then the notice for the Special Meeting shall specifically state the purpose of the Special Meeting, the cause for removing the Board, that if the Members vote to remove the Board then at the meeting the Members shall immediately nominate and elect a new Board and that such new Board shall hold office until the next Annual Meeting.
SECTION 14: ADVISORY DIRECTORS
From time to time, the Board may appoint one or more ex-officio, non-voting Directors (herein “Advisory Directors”) to serve as advisors at the pleasure of the Board, upon such conditions and terms, and with such duties, all as the Board may determine. An Advisory Director shall not attend, participate in or vote at any Board or Board Committee meeting. Matters concerning the conduct, eligibility, qualification and vetting of appointed, incumbent and potential Advisory Directors shall be handled by the GNC.
SECTION 15: GOVERNANCE AND NOMINATING COMMITTEE
The Board shall appoint a Governance And Nominating Committee comprised solely of Directors (herein the “GNC”) and charge the GNC with among other things (i) addressing and determining the eligibility, qualifications and vetting of actual and potential Members, Directors and Advisory Directors, (ii) proposing candidates to the Board as nominees for appointment and election as Directors, and (iii) handling the Annual Meeting (including without limitation the ballot, conduct, logistics, materials, notices, planning and preparations) and the election process at the meeting.
ARTICLE V – OFFICERS
SECTION 1: GENERALLY
The officers of WMS shall consist of a Chairperson, a Vice Chairperson, a Treasurer, a Secretary, the Head of School and such other officers as may from time to time be appointed by the Board (herein “Officers”). The Chairperson, Vice Chairperson, Treasurer and Secretary each must be a Director and shall be appointed annually by the Board no later than the third Board meeting following the Annual Meeting. No person may hold any two offices at the same time. Each Officer shall hold her/his office for a term of one year and thereafter until her/his successor is duly appointed. If and as determined by the Board, each Officer shall give bond for the faithful performance of his or her duties, in such sum and with such surety as the Board may require.
SECTION 2 CHAIRPERSON.
Subject to the approval, authorization and direction of the Board, the Chairperson shall have and exercise the authorities, duties, powers and responsibilities described in this Section 2 and shall perform all other duties as are incident to her/his office or are properly required of her/him by the Board. The Chairperson shall be the chief executive officer of WMS. The Chairperson (i) shall have general management and supervision of the affairs of WMS; (ii) when present, shall preside at all meetings of the Members and of the Board; (iii) may sign or countersign all contracts and other instruments on behalf of WMS which have been authorized by the Board; (iv) shall have general supervision and direction of all other Officers; and (v) shall from time to time report to the Board on the operations and affairs of WMS. The Chairperson may delegate (for temporary periods of no more than sixty (60) consecutive days in any one or related instances) any part of her/his duties and powers to the Vice Chairperson and/or to any Director or Officer and such delegation shall not prevent or inhibit the Chairperson from also performing the duties and exercising the powers so delegated.
SECTION 3: VICE CHAIRPERSON
Subject to the approval, authorization and direction of the Board and/or the Chairperson and in the absence of the Chairperson, the Vice Chairperson shall have, exercise and perform the powers, authorities, duties and responsibilities of the Chairperson and shall perform all other duties as are incident to her/his office or are properly required of her/him by the Board and/or the Chairperson. In the absence of the Chairperson and the Vice Chairperson, the Board shall determine who shall have, exercise and perform the authorities, duties, powers and responsibilities of the Chairperson.
SECTION 4: TREASURER
Subject to the approval, authorization and direction of the Board, the Treasurer shall have and exercise the authorities, duties, powers and responsibilities described in this Section 4 and shall perform all other duties as are incident to her/his office or are properly required of her/him by the Board and/or the Chairperson. The Treasurer shall have custody of and be responsible for all funds, including without limitation all monies and securities of WMS; make collection of funds due and payable to WMS; make payments of funds due and payable by WMS; make deposits of such funds in and withdrawals of such funds from such banks, trust companies, or other depositories, in the name of WMS, as may be approved by the Board; supervise the establishment and maintenance of accounting and financial policies, procedures and records, all as approved by the Board; render a statement of the financial condition of WMS at each regular meeting of the Board; supervise the preparation of all tax returns and similar
items; and at all reasonable times exhibit the books and records of WMS to any Director. The Treasurer may delegate any and all of the foregoing powers, rights and obligations to the Head of the School and/or to the Director of Finance and Operations, in the Treasurer’s discretion, provided that the Treasurer shall continue to exercise supervisory authority with respect to any such powers, rights and obligations so delegated.
SECTION 5: SECRETARY
Subject to the approval, authorization and direction of the Board, the Secretary shall have and exercise the authorities, duties, powers and responsibilities described in this Section 5 and shall perform all other duties as are incident to her/his office or are properly required of her/him by the Board and/or the Chairperson. The Secretary shall issue all authorized notices for, and shall keep minutes of, all meetings of the Members and of the Board and shall serve as the parliamentarian and sergeant at arms at such meetings. The Secretary shall have charge of the corporate records, shall be custodian of the corporate seal of WMS and shall attest to the execution of all contracts and other instruments authorized by the Board.
SECTION 6: RESIGNATION; REMOVAL; VACANCIES
Any Officer may resign at any time by giving written notice to the Board, the Chairperson and the Secretary. Unless otherwise specified in such written notice, the resignation shall take effect upon receipt thereof by the Secretary, and the acceptance of the resignation shall not be necessary to make it effective. The Board may remove any Officer from her/his office whenever the Board determines such removal is in the best interests of WMS. If for any reason (including without limitation death, incapacity, removal and resignation) a vacancy occurs on the Board, the Board may fill such vacancy or reduce the size of the Board (but not below seven Directors).
SECTION 7: ACTION WITH RESPECT TO SECURITIES OF OTHER ENTITIES
Unless otherwise directed by the Board, the Chairperson shall have power to vote and otherwise act on behalf of WMS, in person or by proxy, at any meeting of stockholders or owners of or with respect to any action of stockholders or owners of any other entity in which WMS may hold securities and otherwise to exercise any and all rights and powers which WMS may possess by reason of its ownership interest in such other entity.
ARTICLE VI - HEAD OF SCHOOL
The Board shall select, hire and manage a Head of School (herein the “Head of School”), who shall be an Officer and a non-voting, ex-officio member of the Board. The Head of School shall have, exercise and perform such authorities, duties, powers and responsibilities as determined from time to time by the Board.
ARTICLE VII - INDEMNIFICATION OF DIRECTORS AND OFFICERS
Every person who was or is a party or threatened to be made a party to or is or threatened to become involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he/she or a person of whom he/she is the legal representative is or was a Director or officer of WMS or is or was serving at the request of WMS as a Director, director or officer of another entity, or as its representative in a partnership, joint venture, trust or other enterprise, whether the basis of such action, suit or proceeding is alleged action in an official capacity as a Director, officer or representative or in any other capacity while serving as a Director, officer or representative, shall be indemnified and held harmless by WMS to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended, against all expenses, liability and loss (including attorneys’ fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by him/her in connection therewith. Such right shall be a contract right and shall include the right to be reimbursed by WMS for expenses incurred.
Expenses incurred by a Director or Officer in defending a civil or criminal action, suit or proceeding shall be reimbursed by WMS in advance of the final disposition of such action, suit or proceeding upon the receipt of an undertaking by or on behalf of such Director or Officer to repay such amount if it shall ultimately be determined that he/she is not entitled to be indemnified by WMS as authorized in Section 145 of the Delaware General Corporation Law. Such expenses incurred by other employees and agents may be so reimbursed upon such terms and conditions, if any, as the Board deems appropriate.
If a claim has been made or paid by or on behalf of a Director or Officer and the claimant believes such claim is entitled to reimbursement from WMS under this Article and within ninety (90) days after the written claim has been received by WMS, WMS has not made reimbursement in full then at any time thereafter, the claimant may bring suit against WMS to recover the unreimbursed amount of the claim and if successful in whole or in part, the claimant shall be entitled to be reimbursed also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action
brought to enforce a claim for expenses incurred in defending any action, suit or proceeding in advance of its final disposition where the required undertaking has been tendered to WMS) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law for WMS to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on WMS. Neither the failure of WMS (including its Board, independent legal counsel, or its members) to have made a determination that the claimant met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by WMS (including its Board, independent legal counsel, or its members) that the claimant has not met such applicable standard of conduct shall be a defense to the action or create a presumption that claimant had not met the applicable standard of conduct.
The rights conferred by this Article shall not be exclusive of any other right which such persons may have or hereafter acquire under any statute, provision of the certificate of incorporation, bylaws, agreement, vote of members or disinterested Directors or otherwise. WMS may maintain insurance, at its expense, to protect itself and any such Director, Officer or representative against any such expense, liability or loss, whether or not WMS would have the power to indemnify her/him against such expense, liability or loss under the Delaware General Corporation.
ARTICLE VIII – BOARD COMMITTEES
SECTION 1: BOARD COMMITTEES
The Board shall have the following standing committees: (i) the Governance And Nominating Committee (defined in Article IV, Section 15 herein) and (ii) the Human Resources Committee. These standing committees shall be comprised solely of Directors, have a charter as approved by the Board and shall serve at the pleasure of the Board. The Board shall appoint the chairperson and other members of each standing committee and each appointee shall serve until the first to occur of the following: (i) the annual organizational meeting of the Board next following the appointment, (ii) her/his resignation or (iii) her/his removal by the Board. In addition to the standing committees, the Board from time to time may form other committees, task forces and work groups as the Board desires and each of which shall have the duties, life, membership, responsibilities and other attributes as the Board determines.
SECTION 2: COMMITTEE MINUTES AND REPORTS
All committees shall maintain appropriate and proper records (including meeting notes or minutes) and shall provide reports to the Board at such times and in such form and manner as the Board may determine from time to time.
ARTICLE IX - MISCELLANEOUS
SECTION 1: NOTICES
Except as otherwise provided herein, whenever written notice is required to be given to any Member, Director, Officer, or agent, such requirements shall not be construed to mean personal notice. In every instance, such written notice may be effectively given by depositing a writing in a post office or letter box, in a postpaid, sealed wrapper, by sending an electronic mail message or by dispatching a prepaid telegram, mailgram, or similar means, addressed to such member Director, Officer, or agent, all in each instance to the appropriate and respective address provided by the intended recipient
for such purpose as such address appears in WMS’s records. The time when such written notice is dispatched shall be the time of the giving of the notice.
SECTION 2: WAIVERS
A written waiver of any notice, signed by a Member, Director, Officer, or agent, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such Member, Director, Officer, or agent. Neither the business nor the purpose of any meeting need be specified in such a waiver.
SECTION 3: ELECTRONIC SIGNATURES
Electronic signatures (e.g. fax, pdf file or other) of any Member, Director or Officer may be used whenever and as authorized by the Board.
SECTION 4: CORPORATE SEAL
The Board may provide a corporate seal, containing the name of Wilmington Montessori School. The Secretary and/or other Board authorized Officer shall be in charge of the corporate seal.
SECTION 5: RELIANCE UPON BOOKS, REPORTS AND RECORDS
Each Director, each member of any committee designated by the Board, and each Officer acting in the performance of her/his duties, shall be fully protected in relying in good faith upon WMS’s books and records and the advice, information, opinions, presentations, recommendations and reports provided by any WMS’s Officer, staff or designated consultants or experts (e.g. accountants, attorneys, and others).
SECTION 6: CHECKS; DEPOSITS; FUNDS; GIFTS
All checks, drafts or orders for the payment of money, notes or other evidence of indebtedness issued in the name of WMS shall be signed by any two person(s) as authorized from time to time by the Board to do so. All funds of WMS shall be deposited to accounts of WMS maintained at such financial institutions as the Board may approve.
The Board may accept on behalf of WMS any contribution, gift, bequest or devise for the general purposes or for any special purpose of WMS.
SECTION 7: FISCAL YEAR
The fiscal year of WMS shall begin on the first day of September and end at the end of business on the last day of August in the next year and the following fiscal year shall begin on the next day thereafter.
SECTION 8: TIME PERIODS
In applying any provision of these Bylaws which requires that an act be done or not done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded and the day of the event shall be included.
SECTION 9: REGISTERED OFFICE
WMS shall have and continuously maintain in the State of Delaware a registered office and registered agent. The address of the registered office and the identity of the registered agent may be changed from time to time by the Board.
SECTION 10: PRINCIPAL OFFICE
The principal office of WMS shall be located at such place as the Board may determine from time to time. WMS may also have offices at such other places, within or without the State of Delaware, as the Board may determine from time to time or the business of WMS may require.
ARTICLE X - AMENDMENTS
Any provision of these Bylaws may be amended or repealed by the Board of Directors upon the affirmative vote of two thirds (2/3) of the total Board, provided that any proposal for such amendment or repeal shall be discussed or read at two (not necessarily consecutive) meetings of the Board. One of the two meetings may include (but is not required to include) the meeting at which action is taken by on such proposal.
ARTICLE XI – RULES OF CONSTRUCTION
In construing, reading and interpreting provisions of these Bylaws, the following shall be applicable unless the context and plain meaning of the provision in question clearly indicates otherwise: (i) the Article and Section headings are for the convenience of the reader and do not restrict any provision of an Article or Section, (ii) the provisions of these Bylaws shall be read together so as to give the fullest effect to each provision under applicable Delaware law, (iii) the singular tense of a term or word shall include the plural and vice versa, (iii) the feminine tense of a term or word shall in include the masculine tense and vice versa.