Wilmington Montessori, Inc. Amended and Restated Bylaws

Wilmington Montessori School, Inc. (hereafter “WMS”), incorporated in 1964, is organized exclusively for educational purposes and operates as a not-for-profit enterprise. It shall be the policy of the Board of Trustees and the school to conduct itself as a reputable business, institution and independent school.

Wilmington Montessori School aims to provide a vibrant and engaging learning environment based on the teachings of Dr. Maria Montessori that supports all students’ academic excellence and their ability to become empowered, creative, lifelong learners responsible for themselves, their community and their environment.

Any provision of these Bylaws may be amended or repealed by the Board of Directors (defined in Section 3.0) upon a Board supermajority resolution (defined in Section 3.6.2), provided that any proposal for such amendment or repeal shall be discussed or read during at least one meeting prior to the meeting at which the Board acts on the proposal.

The members of WMS (individually, a “Member” and collectively, the “Membership”) shall consist of voting Parent Members and voting Non-Parent Members. The Board may create or grant additional classes of members by Board majority resolution (defined in Section 3.6.2). The Board may revise, suspend or terminate any class of membership other than that of parent member.

i. Parent Member: Each person that has a child (“Student”) attending WMS shall immediately become a Member. Membership shall be maintained so long as the student is enrolled in WMS and the person is in “good standing” (defined in Section 2.1).

ii. Non-Parent Member: (a) Each Director who is not a Parent Member for so long as said Director remains a duly appointed or elected member in good standing of the Board of Directors; and (b) any other person that does not have a student attending the school and has been granted membership by board majority resolution, for so long as the person is in “good standing” and in compliance with any conditions and terms adopted by board majority resolution.

Members (by submitted ballot or proxy) are entitled to one vote per family. In addition, if two or more Members (e.g., two Parent Members, two Non-Parent Members, or one Parent Member and one Non-Parent Member) are part of the same household then all Members collectively shall have a single vote on matters to be voted by the Membership.

During any period that a Member is not “in good standing”, they, automatically without the necessity of any further action, shall not have any member benefits or ability to exercise any member rights. To be “in good standing,” a Member must meet and maintain satisfaction of the applicable member qualifications (including the below qualifications) as Board may determine from time to time. 

i. Financial Compliance: Members shall not have any overdue or unsatisfied agreements, obligations, payments or pledges owed to WMS.

ii. Cooperative Commitment: Parent Members shall agree to and comply with the Cooperative Commitment (as determined by the Board and communicated to Parent Members from time to time) as then in effect.

iii. WMS Dedication: Members shall demonstrate a sincere dedication or interest in the fulfillment of WMS’ purposes, mission, core values and strategic goals.

iv. WMS Community Participation: Members shall demonstrate a sincere commitment to being an active, contributing and positive participant in WMS of families, parents, staff, students and others.

An annual meeting of the Membership (the “Annual Membership Meeting”) shall be held no later than June 1 of each calendar year to elect Directors, receive a report on WMS’s financial condition and to address any other matters that come properly before the meeting.

The Board shall determine the details for calling and conducting each Annual Membership Meeting, including date, location, notice, agenda and other matters; provided, however, the meeting shall be held at or within 15 miles of WMS’s principal location.

A special meeting (“Special Membership Meeting”) shall be called by the Chairperson within 30 days after action by (i) the Board upon a Board supermajority resolution (defined in Section 3.6.2) adopted upon motion of a Director, or (ii) the Members upon receipt by the Board of a written request signed by Members holding one-fourth (1/4) of eligible voting interests in WMS. The Board shall designate the time, date and place for each Special Member Meeting.

Written notice, including an agenda and ballot for the election of Directors, of each Annual Membership Meeting shall be given not less than 10 days nor more than 30 days before the meeting. Written notice, including an agenda of each Special Membership Meeting shall be given not less than five days nor more than 15 days before the meeting. Each written notice shall be given in accordance with Section 6.0.

Except as otherwise required by law or WMS’s Amended and Restated Certificate of Incorporation, the Board of Directors (the “Board”) shall manage, control, supervise and conduct the affairs, business, and property of WMS. Without affecting the generality of the foregoing, the Board shall have unqualified power to do the following as the Board desires: (i) acquire, encumber or dispose of any property, right, or privilege on such terms as Board shall determine, (ii) authorize, create, execute, perform and terminate all agreements, commitments and obligations of every kind and nature, and (iii) adopt, maintain, revise or terminate all policies, practices, processes and procedures for WMS.

The Board shall be comprised of no less than seven persons and no more than 13 persons in total. If due to resignations or 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. If due to mass resignations or other reasons, the total number of incumbent Directors drops to zero then the Head of School (defined in Section 4.3.5) shall immediately convene a Special Membership Meeting for the purpose of electing new Directors to return Board size to at least seven but no more than 13 Directors.

The Board shall have the below described standing committees (each subject to Board oversight and each comprised solely of Directors). The Board may create other committees, task forces and work groups from time to time.

i. Development Committee: Acts, advises and consults on matters, policies and procedures related to fundraising and institutional development including campaigns, donations, donor relations, endowments, foundations, gifts and grants.

ii. Finance Committee: Acts, advises and consults on matters, policies and procedures related to accounting, auditing, finance, investments, risk management and tax.

iii. Governance Committee: Acts, advises and consults on matters, policies and procedures related to governance including the appointment, conduct and election of Directors and Officers.

iv. Strategy Committee: Acts, advises and consults on matters, policies and procedures related to long-term, short-term and strategic goals for WMS, the Board and Head of School respectively and related to the Head of School position and relationship.

Each year the Board shall review and approve the Charter for each standing committee. The respective Charters for other committees, task forces and work groups shall be determined and adopted by Board at time of their respective creation. Each Charter shall set out accountabilities, deliverables, leadership, life, membership, reporting, scope and other items as determined by Board.

No action may be taken directly or indirectly by WMS, Board, any committee of Board, any Director, any Officer or the Head of School on any of the following matters except by a Board supermajority resolution or an unanimous consent resolution:

i. A recommendation to the Membership concerning the amendment, modification, repeal or termination of WMS’s Amended and Restated Certificate of Incorporation.

ii. An amendment, modification, repeal or termination of these Bylaws.

iii. The establishment, maintenance, operation, financing, administration or provision of services to any other organization, entity or school; and/or

iv. 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 12 months, or (ii) property of any nature (whether real, personal, intangible or other) having a book, cost or market value, whichever is greater, in excess of $7,500 per item ($25,000 in the aggregate for all items that are part 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 12 months.

The officers (herein “Officer” and “Officers”) of WMS shall consist of a Chairperson, a Vice Chairperson, a Treasurer, a Secretary and a Head of School. The Board may appoint other officers from time to time as needed. Each Officer shall be subject to approval, authorization, direction and oversight by Board. The Chairperson, Vice Chairperson, Treasurer and Secretary each must be a Director. No person may hold any two offices at the same time.

The Board shall appoint Officers no later than immediately following the Annual Membership Meeting. Terms shall be effective as of appointment unless otherwise determined by the Board. In the event for any reason, an Officer cannot fulfill his or her term, then the Board shall appoint an officer to fill the vacancy for the unexpired term of their predecessor. Each Officer shall hold their office until the next Annual Membership Meeting, they resign, they are removed by Board or Board appoints their successor.

i. An Officer may resign at any time by giving written notice to the Board, Chairperson or Secretary. Unless otherwise specified in such written notice, the resignation shall take effect upon receipt, and the acceptance of the resignation shall not be necessary to make it effective.

ii. The Board may remove any Officer whenever the Board determines such removal is in the best interests of WMS.

Except as otherwise determined by the Board, Officers shall have the duties and powers respectively described in this Section, the respective duties and powers set forth in WMS Delegations (defined in Section 4.3.6 herein) and WMS Position Descriptions (defined in Section 4.3.6 herein) and such other duties and powers are commonly incident to the respective positions in independent schools within a 30-mile radius of Wilmington, Delaware.

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).

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.

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 they or a person of whom they are 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 they are 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 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 them against such expense, liability or loss under the Delaware General Corporation.

Except as otherwise provided herein, whenever written notice is required to be given to any Member, Director or Officer, the notice 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 relevant address (e.g., street address, email address, fax phone number, text message phone number or other) for communications 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. The time when the written notice is dispatched shall be the time of the giving of the notice.

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

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.

Board may provide a corporate seal, containing the name of Wilmington Montessori School. Secretary and/or other Board authorized Officer shall be in charge of the corporate seal.

Each Director, each member of any committee designated by Board, and each Officer acting in the performance of their 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 Officer, WMS staff or designated consultants or experts (e.g., accountants, attorneys and others).

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 Board may approve. Board may accept on behalf of WMS any contribution, gift, bequest or devise for the general purposes or for any special purpose of WMS.

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.

If an act is require to be taken under the Bylaws within a certain number of days prior to or after an event, calendar days shall be used and the day the act is completed shall be excluded and the day of the event shall be included.

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 by the Board from time to time.

The principal office of WMS shall be located at such place as Board may determine from time to time. WMS may also have offices at such other places, within or without the State of Delaware, as Board may determine from time to time or the business of WMS may require.

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, Section and sub-Section headings are for the convenience of the reader and do not restrict any provision of an Article, Section and/or sub-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, (iv) the feminine tense of a term or word shall in include the masculine tense and vice versa, and (v) the word “include” and derivations thereof shall mean including without limitation.