Bylaws
MONTESSORI CHILDREN’S HOUSE PARENT ASSOCIATION BYLAWS
Amended May 8, 2017
ARTICLE I:
NAME AND PURPOSES
Section 1.01. Name.
The name of the organization is MONTESSORI CHILDRENS' HOUSE PARENT ASSOCIATION (MCHPA).
Section 1.02. Purpose:
The purpose of MCHPA is to support the children of Montessori Children's House by working to foster and create a Montessori Educational Environment and community that helps our children grow to realize their highest potential.
ARTICLE II:
MEMBERS AND MEETINGS
Section 2.01. Classes.
There shall be one class of members: parents and/or guardian have children currently enrolled at MCH. Memberships shall not be transferable.
Section 2.02. Dues.
Dues, if any, shall be determined by the Board of Directors.
Section 2.03. Meetings.
There shall be an annual meeting of the members for the transaction of such business as may properly come before the meeting, it shall be held each year on the last Saturday of September. The annual meeting may be held at such other time as determined by the Board, upon the giving of proper notice of the meeting. Special meetings of the members for any purpose may be called at any time by the President of the Board of Directors. Annual elections of directors may take place at the annual meeting or a special meeting.
Section 2.04. Meeting Place.
All meetings of the members shall be held at the principal place of business of the MCHPA, or at such other place as shall be determined from time to time by the Board, and the place at which any such meeting shall be held shall be stated in the notice to the meeting.
Section 2.05 Notice.
Written notice of annual or special meetings of members stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called shall be given to each member. Such notice shall be given not less than thirty (30) nor more than forty-five (45) days prior to the date of the meeting, either personally or by mail.
Section 2.06. Waiver of Notice.
A waiver of any notice required to be given any member, signed by the person or persons entitled to such notice, whether before or after the time stated therein for the meeting, shall be equivalent to the giving of such notice.
Section 2.07. Quorum and Voting.
Except as otherwise required by law:
a. A quorum at any annual or special meeting of members shall consist of members representing, either in person or by proxy, one-quarter (1/4) of the members entitled to vote at such meeting.
b. Except as otherwise provided in these Bylaws, each member, on each matter submitted to a vote at a meeting of members, shall have one vote. A member may vote in person or by proxy executed in writing by such member or such member's duly authorized attorney-in-fact. No proxy shall be valid after eleven (11) months from the date it is executed, unless otherwise provided in the proxy. Proxies shall only be held by members.
c. In general, if a quorum is present, a matter may be approved if the votes cast favoring the action exceed the votes cast opposing the action. The holders of two-thirds (2/3) or more of all the MCHPA's members must approve an amendment to the Articles of Incorporation, a plan of merger or share exchange, a sale of assets other that in the regular course of business, or a proposal to dissolve the MCHPA. Directors shall be elected in accordance with the provisions of Article IV.
d. Once a member is presented or represented for any purpose at a meeting other than solely to object to holding the meeting or to transacting business at the meeting, the member is deemed present for purposes of establishing a quorum for the remainder of the meeting and for any adjournment of that meeting.
e. No member may hold more than 10% of the proxies needed to address the business matter at hand.
ARTICLE III:
AUTHORITY AND DUTIES OF DIRECTORS
Section 3.01. Authority of Directors.
The Board of Directors is the policy-making body and may exercise all the powers and authority granted to the MCHPA by law.
Section 3.02 Number, Selection, and Tenure.
The Board shall consist of not less than three (3) nor more than thirteen (13) excluding ex officio members. Each director shall hold office for two (2) years beginning with the meeting (special or annual) of their election and ending with the election meeting (special or annual) at the end of their term. A board member may be re-elected for additional terms of 1, 2, or 3 years and shall not serve more than 6 years consecutively. Vacancies existing by reason of resignation, death, incapacity or removal before the expiration of his/her term shall be filled by a majority vote of the remaining directors. In the event of a tie vote, the President shall choose the succeeding director. A director elected to fill a vacancy shall be elected for the unexpired term of that director's predecessor in office.
Section 3.03. Board Membership.
Non-members may be directors but shall not exceed 30% of the board.
Section 3.04. Ex Officio.
The Head of School shall sit as a non-voting ex officio member of the Board of Directors and all committees. From time to time the Board may appoint other non-voting ex officio members.
Section 3.05. Change of Number.
The number of directors may at any time be increased or decreased by amendment of these Bylaws, but no decrease shall have the effect of shortening the term of any incumbent director.
Section 3.06. Regular Meetings.
Regular meetings of the Board may be held at the registered office of the MCHPA or at such other place or places, either within or without the state of Washington, as the Board may from time to time as designate. In addition to the annual meeting, there shall be regular meetings of the Board held, with proper notice, not less frequently than once each calendar quarter.
Section 3.07. Special Meetings.
Special meetings of the Board may be called at any time by the President or upon written request by any two directors. Such meetings shall be held at the registered office of the MCHPA or at such other place or places as the directors may from time to time designate.
Section 3.08. Notice.
Notice of all meetings of the Board shall be given to each director by two (2) days' prior service of the same by letter or personally, unless otherwise agreed by the Board. Such notice need not specify the business to be transacted at, nor the purpose of, the meeting.
Section 3.09. Quorum and Voting.
a. A majority of the whole Board shall be necessary and sufficient at all meetings to constitute a quorum for the transaction of business.
b. In general, if a quorum is present, a matter may be approved if the votes cast favoring the action exceed the votes cast opposing the action.
Section 3.10. Waiver of Notice.
Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. A waiver of notice signed by the director or directors, whether before or after the time stated for the meeting, shall be equivalent to the giving of notice.
Section 3.11. Registering Dissent.
A director who is present at a meeting of the Board at which action on a corporate matter is taken shall be presumed to have assented to such action unless the director shall file a written dissent or abstention to such action with the person acting as the secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered mail to the Secretary of the MCHPA immediately after the adjournment of the meeting. Such right to dissent or abstain shall not apply to a director who voted in favor of such action.
Section 3.12. Action Without a Meeting.
Any action required or permitted to be taken at a meeting of the Board of Directors (including amendment of these Bylaws) or of any committee may be taken without a meeting if 2/3 of all the directors of the Board or committee consent in writing to taking the action without a meeting and to approving the specific action. Such consents shall have the same force and effect as a unanimous vote of the Board or of the committee as the case may be.
Section 3.13. Participation in Meeting by Conference Telephone.
Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as members participating in such meeting can hear one another.
Section 3.14. Remuneration.
No stated salary shall be paid directors for their service.
Section 3.15. Conflict of Interest.
Any member of the board who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending before the Board of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, will offer to the Board to voluntarily excuse him/herself and will vacate his seat and refrain from discussion and voting on said item.
ARTICLE IV:
OFFICERS
Section 4.01. Designations.
The officers of the MCHPA shall be a President, one or more Vice Presidents (one or more of whom may be Executive Vice Presidents), a Secretary and a Treasurer, and such Assistant Secretaries and Assistant Treasurers as the Board may designate. All officers shall be elected for terms of one year by the Board. Such officers shall hold office until their successors are elected and qualify. Any two or more offices may be held by the same person, except the offices of President and Secretary. All officers except Treasurer and Secretary must be directors
4.02. Election of Officers.
The officers of the MCHPA shall be elected by the Board of Directors at regular meetings of the Board, or, in case of vacancies, as soon thereafter as convenient. New offices may be created and filled at any meeting of the Board of Directors. Terms of office may be established by the Board of Directors. Officers shall hold office until a successor is duly elected. Officers shall be eligible for reappointment.
Section 4.03. The President.
The President shall preside at all meetings of the Board, shall have supervision of the affairs of the MCHPA, and shall perform such other duties as are incident to the office or are properly required of the President of the Board.
Section 4.04. Vice Presidents.
During the absence or disability of the President, the Executive Vice Presidents, if any, or any of the Vice Presidents in the order designated by the Board, shall exercise all the functions of the President. Each Vice President shall have such powers and discharge such duties as may be assigned to him or her from time to time by the Board, including but not limited to review of any and all correspondence and documents sent out by other Board members.
Section 4.05. Secretary and Assistant Secretaries.
The Secretary shall issue notices for all meetings, except for notices of special meeting of the members and the Board, which are called by the requisite number of directors, shall keep minutes of all meetings, shall keep files of all committee reports, shall call the meeting of the Board of Directors to order in the event the President or Vice President are more that 10 (ten) minutes late, and shall make such reports and perform such other duties as are incident to the office, or are properly required of the Secretary by the Board. The Assistant Secretary, or Assistant Secretaries, in the order designated by the Board, shall perform all of the duties of the Secretary, and at other times may perform such duties as are directed by the President or the Board.
Section 4.06. The Treasurer.
The Treasurer shall have the custody of all moneys and securities of the MCHPA and shall keep regular books of account. The Treasurer shall disburse the funds of the MCHPA in payment of the just demands against the MCHPA or as may be ordered by the Board (taking proper vouchers for such disbursements) and shall render to the Board from time to time as may be required, an account of all transactions undertaken as Treasurer and of the financial condition of the MCHPA. The Treasurer shall perform such other duties as are incident to the office or are properly required by the Board, including but not limited to maintaining files of all contracted work, receipts, etc. The Assistant Treasurer, or Assistant Treasurers, in the order designated by the Board of Directors, shall perform all of the duties of the Treasurer in the absence or disability of the Treasurer, and at other times may perform such other duties as are directed by the President or the Board.
Section 4.07. Employees.
The Board may hire employees as needed.
Section 4.08. Delegation.
If any officer of the MCHPA is absent or unable to act and no other person is authorized to act in such officer's place by the provisions of these Bylaws, the Board may from time to time delegate the powers or duties of such officer to any other officer or any director or any other person it may select.
Section 4.09. Vacancies.
Vacancies in any office arising from any cause may be filled by the Board at any regular or special meeting of the Board.
Section 4.10. Other Officers.
The Board may appoint such other officers or agents as it shall deem necessary or expedient, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.
Section 4.11 Loans.
No loans shall be made by the MCHPA to any officer.
Section 4.12. Term - Removal.
The officers of the MCHPA shall hold office until their successors are chosen and qualified. Any officer or agent elected or appointed by the Board may be removed at any time, with or without cause, by the affirmative vote of a majority of the whole Board.
ARTICLE V:
COMMITTEES
Section 5.01. Committee Appointments.
The Board may appoint, from time to time, standing or temporary committees. Such committees may be vested with such powers as the Board may determine by resolution passed by a majority of the full Board. All committees so appointed shall keep regular minutes of the transactions of their meetings and shall cause them to be recorded in books kept for that purpose in the office of the MCHPA. No such committee shall have the authority of the Board in reference to amending, altering or repealing these Bylaws; electing, appointing or removing any member of any such committee or any director or officer of the MCHPA; amending the Articles of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease or exchange of all or substantially all of the property and assets of the MCHPA other that in the ordinary course of business; authorizing the voluntary dissolution of the MCHPA or adopting a plan for the distribution of the assets of the MCHPA; or amending, altering or repealing any resolution of the Board which by its terms provides that it shall not be amended, altered or repealed by such committee. The designation of any such committee and the delegation of authority thereto, shall not relieve the Board, or any member thereof, of any responsibility imposed by law.
Section 5.02. Standing Committees.
Standing committees will include, but not be inclusive of Executive, Finance and Nominating. Standing committees will be appointed by and chaired by Board members. They must include at least two Board member but otherwise be populated by non-board members, except for executive and finance.
ARTICLE VI:
DEPOSITORIES
The moneys of the MCHPA shall be deposited in the name of the MCHPA in such bank or banks or trust company or trust companies as the Board shall designate, and shall be drawn from such accounts only by check or other order for payment of money signed by such persons, and in such manner, as may be determined by resolution of the Board. All funds of the MCHPA not otherwise employed may be deposited from time to time to the credit of the MCHPA in the banks, trust companies or other depositories as the Board may select.
ARTICLE VII:
NOTICES
Except as may otherwise be required by law, any notice to any member or director may be delivered personally or by mail. If mailed, the notice shall be deemed to have been delivered when deposited in the United States mail, email, and/or standard school communication methods, addressed to the addressee at his or her last known address in the records of the MCHPA, postage prepaid.
ARTICLE VIII:
SEAL
The corporate seal of the MCHPA, if any, shall be in such form and bear such inscription as may be adopted by resolution of the Board, or by usage of the officers on behalf of the MCHPA.
ARTICLE IX:
BOOKS AND RECORDS
The MCHPA shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its Board; and shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its directors, giving the names and addresses of all directors.
ARTICLE X:
AMENDMENTS
The Board shall have power to make, alter, amend and repeal the Bylaws of this MCHPA: provided that the Board will not approve any such alteration, amendment, or repeal that would adversely impact the rights of any class of members unless such alteration, amendment, or repeal shall first have received the approval of two-thirds (2/3) of the members of such class. Alterations that the board proposes shall have a 30 day member review and comment period before being adopted.
ARTICLE XI:
INDEMNIFICATION
Every member of the Board of Directors, officer or employee of the MCHPA shall be indemnified by the MCHPA against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such members of the Board, officer or employee in connection with any threatened, pending, or completed action, suit or proceeding to which she/he may become involved by reason of her/his being or having been a member if the Board, officer, or employee of the MCHPA, or any settlement thereof, unless adjudged therein to be liable for negligence or misconduct in the performance of his/her duties. Provided, however, that in the event of a settlement the indemnification herein shall apply only when the Board approves such settlement and reimbursement as being in the best interest of the MCHPA. The foregoing right of indemnification shall be in addition and not exclusive of all other rights which such member of the Board, officer or employee is entitled.
ARTICLE XII:
FINANCIAL ADMINISTRATION.
Section 12.01. Fiscal Year.
The fiscal year of the MCHPA shall be September 1 to August 31, but may be changed by resolution of the Board of Directors.
Section 12.02. Checks, Drafts, Etc.
All checks, orders for the payment of money, bills of lading, warehouse receipts, obligations, bill of exchange, and insurance certificates shall be signed, or endorsed by such officer or officers or agent or agents of the MCHPA and in such manner as shall from time to time be determined by resolution of the Board of Directors or of any committee to which such authority has been delegated.
Amended May 8, 2017
ARTICLE I:
NAME AND PURPOSES
Section 1.01. Name.
The name of the organization is MONTESSORI CHILDRENS' HOUSE PARENT ASSOCIATION (MCHPA).
Section 1.02. Purpose:
The purpose of MCHPA is to support the children of Montessori Children's House by working to foster and create a Montessori Educational Environment and community that helps our children grow to realize their highest potential.
ARTICLE II:
MEMBERS AND MEETINGS
Section 2.01. Classes.
There shall be one class of members: parents and/or guardian have children currently enrolled at MCH. Memberships shall not be transferable.
Section 2.02. Dues.
Dues, if any, shall be determined by the Board of Directors.
Section 2.03. Meetings.
There shall be an annual meeting of the members for the transaction of such business as may properly come before the meeting, it shall be held each year on the last Saturday of September. The annual meeting may be held at such other time as determined by the Board, upon the giving of proper notice of the meeting. Special meetings of the members for any purpose may be called at any time by the President of the Board of Directors. Annual elections of directors may take place at the annual meeting or a special meeting.
Section 2.04. Meeting Place.
All meetings of the members shall be held at the principal place of business of the MCHPA, or at such other place as shall be determined from time to time by the Board, and the place at which any such meeting shall be held shall be stated in the notice to the meeting.
Section 2.05 Notice.
Written notice of annual or special meetings of members stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called shall be given to each member. Such notice shall be given not less than thirty (30) nor more than forty-five (45) days prior to the date of the meeting, either personally or by mail.
Section 2.06. Waiver of Notice.
A waiver of any notice required to be given any member, signed by the person or persons entitled to such notice, whether before or after the time stated therein for the meeting, shall be equivalent to the giving of such notice.
Section 2.07. Quorum and Voting.
Except as otherwise required by law:
a. A quorum at any annual or special meeting of members shall consist of members representing, either in person or by proxy, one-quarter (1/4) of the members entitled to vote at such meeting.
b. Except as otherwise provided in these Bylaws, each member, on each matter submitted to a vote at a meeting of members, shall have one vote. A member may vote in person or by proxy executed in writing by such member or such member's duly authorized attorney-in-fact. No proxy shall be valid after eleven (11) months from the date it is executed, unless otherwise provided in the proxy. Proxies shall only be held by members.
c. In general, if a quorum is present, a matter may be approved if the votes cast favoring the action exceed the votes cast opposing the action. The holders of two-thirds (2/3) or more of all the MCHPA's members must approve an amendment to the Articles of Incorporation, a plan of merger or share exchange, a sale of assets other that in the regular course of business, or a proposal to dissolve the MCHPA. Directors shall be elected in accordance with the provisions of Article IV.
d. Once a member is presented or represented for any purpose at a meeting other than solely to object to holding the meeting or to transacting business at the meeting, the member is deemed present for purposes of establishing a quorum for the remainder of the meeting and for any adjournment of that meeting.
e. No member may hold more than 10% of the proxies needed to address the business matter at hand.
ARTICLE III:
AUTHORITY AND DUTIES OF DIRECTORS
Section 3.01. Authority of Directors.
The Board of Directors is the policy-making body and may exercise all the powers and authority granted to the MCHPA by law.
Section 3.02 Number, Selection, and Tenure.
The Board shall consist of not less than three (3) nor more than thirteen (13) excluding ex officio members. Each director shall hold office for two (2) years beginning with the meeting (special or annual) of their election and ending with the election meeting (special or annual) at the end of their term. A board member may be re-elected for additional terms of 1, 2, or 3 years and shall not serve more than 6 years consecutively. Vacancies existing by reason of resignation, death, incapacity or removal before the expiration of his/her term shall be filled by a majority vote of the remaining directors. In the event of a tie vote, the President shall choose the succeeding director. A director elected to fill a vacancy shall be elected for the unexpired term of that director's predecessor in office.
Section 3.03. Board Membership.
Non-members may be directors but shall not exceed 30% of the board.
Section 3.04. Ex Officio.
The Head of School shall sit as a non-voting ex officio member of the Board of Directors and all committees. From time to time the Board may appoint other non-voting ex officio members.
Section 3.05. Change of Number.
The number of directors may at any time be increased or decreased by amendment of these Bylaws, but no decrease shall have the effect of shortening the term of any incumbent director.
Section 3.06. Regular Meetings.
Regular meetings of the Board may be held at the registered office of the MCHPA or at such other place or places, either within or without the state of Washington, as the Board may from time to time as designate. In addition to the annual meeting, there shall be regular meetings of the Board held, with proper notice, not less frequently than once each calendar quarter.
Section 3.07. Special Meetings.
Special meetings of the Board may be called at any time by the President or upon written request by any two directors. Such meetings shall be held at the registered office of the MCHPA or at such other place or places as the directors may from time to time designate.
Section 3.08. Notice.
Notice of all meetings of the Board shall be given to each director by two (2) days' prior service of the same by letter or personally, unless otherwise agreed by the Board. Such notice need not specify the business to be transacted at, nor the purpose of, the meeting.
Section 3.09. Quorum and Voting.
a. A majority of the whole Board shall be necessary and sufficient at all meetings to constitute a quorum for the transaction of business.
b. In general, if a quorum is present, a matter may be approved if the votes cast favoring the action exceed the votes cast opposing the action.
Section 3.10. Waiver of Notice.
Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. A waiver of notice signed by the director or directors, whether before or after the time stated for the meeting, shall be equivalent to the giving of notice.
Section 3.11. Registering Dissent.
A director who is present at a meeting of the Board at which action on a corporate matter is taken shall be presumed to have assented to such action unless the director shall file a written dissent or abstention to such action with the person acting as the secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered mail to the Secretary of the MCHPA immediately after the adjournment of the meeting. Such right to dissent or abstain shall not apply to a director who voted in favor of such action.
Section 3.12. Action Without a Meeting.
Any action required or permitted to be taken at a meeting of the Board of Directors (including amendment of these Bylaws) or of any committee may be taken without a meeting if 2/3 of all the directors of the Board or committee consent in writing to taking the action without a meeting and to approving the specific action. Such consents shall have the same force and effect as a unanimous vote of the Board or of the committee as the case may be.
Section 3.13. Participation in Meeting by Conference Telephone.
Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as members participating in such meeting can hear one another.
Section 3.14. Remuneration.
No stated salary shall be paid directors for their service.
Section 3.15. Conflict of Interest.
Any member of the board who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending before the Board of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, will offer to the Board to voluntarily excuse him/herself and will vacate his seat and refrain from discussion and voting on said item.
ARTICLE IV:
OFFICERS
Section 4.01. Designations.
The officers of the MCHPA shall be a President, one or more Vice Presidents (one or more of whom may be Executive Vice Presidents), a Secretary and a Treasurer, and such Assistant Secretaries and Assistant Treasurers as the Board may designate. All officers shall be elected for terms of one year by the Board. Such officers shall hold office until their successors are elected and qualify. Any two or more offices may be held by the same person, except the offices of President and Secretary. All officers except Treasurer and Secretary must be directors
4.02. Election of Officers.
The officers of the MCHPA shall be elected by the Board of Directors at regular meetings of the Board, or, in case of vacancies, as soon thereafter as convenient. New offices may be created and filled at any meeting of the Board of Directors. Terms of office may be established by the Board of Directors. Officers shall hold office until a successor is duly elected. Officers shall be eligible for reappointment.
Section 4.03. The President.
The President shall preside at all meetings of the Board, shall have supervision of the affairs of the MCHPA, and shall perform such other duties as are incident to the office or are properly required of the President of the Board.
Section 4.04. Vice Presidents.
During the absence or disability of the President, the Executive Vice Presidents, if any, or any of the Vice Presidents in the order designated by the Board, shall exercise all the functions of the President. Each Vice President shall have such powers and discharge such duties as may be assigned to him or her from time to time by the Board, including but not limited to review of any and all correspondence and documents sent out by other Board members.
Section 4.05. Secretary and Assistant Secretaries.
The Secretary shall issue notices for all meetings, except for notices of special meeting of the members and the Board, which are called by the requisite number of directors, shall keep minutes of all meetings, shall keep files of all committee reports, shall call the meeting of the Board of Directors to order in the event the President or Vice President are more that 10 (ten) minutes late, and shall make such reports and perform such other duties as are incident to the office, or are properly required of the Secretary by the Board. The Assistant Secretary, or Assistant Secretaries, in the order designated by the Board, shall perform all of the duties of the Secretary, and at other times may perform such duties as are directed by the President or the Board.
Section 4.06. The Treasurer.
The Treasurer shall have the custody of all moneys and securities of the MCHPA and shall keep regular books of account. The Treasurer shall disburse the funds of the MCHPA in payment of the just demands against the MCHPA or as may be ordered by the Board (taking proper vouchers for such disbursements) and shall render to the Board from time to time as may be required, an account of all transactions undertaken as Treasurer and of the financial condition of the MCHPA. The Treasurer shall perform such other duties as are incident to the office or are properly required by the Board, including but not limited to maintaining files of all contracted work, receipts, etc. The Assistant Treasurer, or Assistant Treasurers, in the order designated by the Board of Directors, shall perform all of the duties of the Treasurer in the absence or disability of the Treasurer, and at other times may perform such other duties as are directed by the President or the Board.
Section 4.07. Employees.
The Board may hire employees as needed.
Section 4.08. Delegation.
If any officer of the MCHPA is absent or unable to act and no other person is authorized to act in such officer's place by the provisions of these Bylaws, the Board may from time to time delegate the powers or duties of such officer to any other officer or any director or any other person it may select.
Section 4.09. Vacancies.
Vacancies in any office arising from any cause may be filled by the Board at any regular or special meeting of the Board.
Section 4.10. Other Officers.
The Board may appoint such other officers or agents as it shall deem necessary or expedient, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.
Section 4.11 Loans.
No loans shall be made by the MCHPA to any officer.
Section 4.12. Term - Removal.
The officers of the MCHPA shall hold office until their successors are chosen and qualified. Any officer or agent elected or appointed by the Board may be removed at any time, with or without cause, by the affirmative vote of a majority of the whole Board.
ARTICLE V:
COMMITTEES
Section 5.01. Committee Appointments.
The Board may appoint, from time to time, standing or temporary committees. Such committees may be vested with such powers as the Board may determine by resolution passed by a majority of the full Board. All committees so appointed shall keep regular minutes of the transactions of their meetings and shall cause them to be recorded in books kept for that purpose in the office of the MCHPA. No such committee shall have the authority of the Board in reference to amending, altering or repealing these Bylaws; electing, appointing or removing any member of any such committee or any director or officer of the MCHPA; amending the Articles of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease or exchange of all or substantially all of the property and assets of the MCHPA other that in the ordinary course of business; authorizing the voluntary dissolution of the MCHPA or adopting a plan for the distribution of the assets of the MCHPA; or amending, altering or repealing any resolution of the Board which by its terms provides that it shall not be amended, altered or repealed by such committee. The designation of any such committee and the delegation of authority thereto, shall not relieve the Board, or any member thereof, of any responsibility imposed by law.
Section 5.02. Standing Committees.
Standing committees will include, but not be inclusive of Executive, Finance and Nominating. Standing committees will be appointed by and chaired by Board members. They must include at least two Board member but otherwise be populated by non-board members, except for executive and finance.
ARTICLE VI:
DEPOSITORIES
The moneys of the MCHPA shall be deposited in the name of the MCHPA in such bank or banks or trust company or trust companies as the Board shall designate, and shall be drawn from such accounts only by check or other order for payment of money signed by such persons, and in such manner, as may be determined by resolution of the Board. All funds of the MCHPA not otherwise employed may be deposited from time to time to the credit of the MCHPA in the banks, trust companies or other depositories as the Board may select.
ARTICLE VII:
NOTICES
Except as may otherwise be required by law, any notice to any member or director may be delivered personally or by mail. If mailed, the notice shall be deemed to have been delivered when deposited in the United States mail, email, and/or standard school communication methods, addressed to the addressee at his or her last known address in the records of the MCHPA, postage prepaid.
ARTICLE VIII:
SEAL
The corporate seal of the MCHPA, if any, shall be in such form and bear such inscription as may be adopted by resolution of the Board, or by usage of the officers on behalf of the MCHPA.
ARTICLE IX:
BOOKS AND RECORDS
The MCHPA shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its Board; and shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its directors, giving the names and addresses of all directors.
ARTICLE X:
AMENDMENTS
The Board shall have power to make, alter, amend and repeal the Bylaws of this MCHPA: provided that the Board will not approve any such alteration, amendment, or repeal that would adversely impact the rights of any class of members unless such alteration, amendment, or repeal shall first have received the approval of two-thirds (2/3) of the members of such class. Alterations that the board proposes shall have a 30 day member review and comment period before being adopted.
ARTICLE XI:
INDEMNIFICATION
Every member of the Board of Directors, officer or employee of the MCHPA shall be indemnified by the MCHPA against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such members of the Board, officer or employee in connection with any threatened, pending, or completed action, suit or proceeding to which she/he may become involved by reason of her/his being or having been a member if the Board, officer, or employee of the MCHPA, or any settlement thereof, unless adjudged therein to be liable for negligence or misconduct in the performance of his/her duties. Provided, however, that in the event of a settlement the indemnification herein shall apply only when the Board approves such settlement and reimbursement as being in the best interest of the MCHPA. The foregoing right of indemnification shall be in addition and not exclusive of all other rights which such member of the Board, officer or employee is entitled.
ARTICLE XII:
FINANCIAL ADMINISTRATION.
Section 12.01. Fiscal Year.
The fiscal year of the MCHPA shall be September 1 to August 31, but may be changed by resolution of the Board of Directors.
Section 12.02. Checks, Drafts, Etc.
All checks, orders for the payment of money, bills of lading, warehouse receipts, obligations, bill of exchange, and insurance certificates shall be signed, or endorsed by such officer or officers or agent or agents of the MCHPA and in such manner as shall from time to time be determined by resolution of the Board of Directors or of any committee to which such authority has been delegated.