ARTICLE I
NAME
The name by which the Corporation shall be known is "The Katzenbach Parent and Staff Education Foundation, Inc".
ARTICLE I
PURPOSE
The Corporation shall be organized and operated for the following purpose:
The Corporation shall be organized and operated exclusively for the purpose of encouraging, soliciting, seeking and accepting contributions of money, grants, endowments, and property, real and personal, tangible and intangible, and to maintain, use and apply the property to or for the benefit of charitable organizations or educational facilities whose purpose is to benefit deaf children, provided that the organizations or educational facilities supported are either charitable or educational within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 as amended (or the corresponding provisions of any United States Internal Revenue Law), and
(a) that no activity shall be such as is not permitted by a corporation exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code of 1986 or any corresponding provision if the Internal Revenue Code, or as deductible under Section 170(c)(2) of such code, or;
(b) that no activity shall intervene in, or participate in any political campaign on behalf of any candidate for any public office, or;
(c) that no part of the net earnings of the Corporation shall go
or inure to the benefit of any member, trustee, or private individual.
ARTICLE III
BOARD OF TRUSTEES
Section 1. Authority
AU Corporate powers of the Corporation shall be exercised by or under the authority of the Board of Trustees, who shall be the Trustees as defined in N.J. S.A. 15A: 1-2.
The Board of Trustees shall have the following authority:
to elect new members of the Board of Trustees; to elect its President, one or more Vice-President, a Secretary and a Treasurer, and:
to elect new members of the Advisory Board, and;
to contract and pay for services of consultants, attorneys, auditors, appraisers and any other such experts as may be required at any time, and;
to rent space, furnish and equip same when needed and as may be deemed appropriate for the Corporation's use, and;
to approve all initiatives to be used to achieve the purposes of the Corporation, and;
to decide whether or not to accept restricted or designated gifts and to decide under what conditions such gifts shall be accepted, while remaining consistent with the purposes and objectives of the Corporation, and;
to pay all reasonable expenses associated with conduct of the business of the Corporation, and;
to establish and maintain any and all checking, depository or investment accounts, as required to prudently manage Corporation's funds.
Section 2. Number, Term of Office, Election and Qualifications
The number of Trustees shall be not less than seven (7) members and not more than fifteen (15) members. Each Trustee shall serve for a term of three (3) years, or until a successor is elected. At the end of the first year, and thereafter, one-third of the Trustees shall be elected each year at the Annual Meeting by a majority vote of the Trustees then in office. Nominations may be submitted by the Nominating Committee
or by individual Trustees.
In addition to the elected Trustees, the Superintendent and a member of the
Administrative Council, who shall be chosen by the Administrative Council, of the
Marie H. Katzenbach School for the Deaf, shall serve as non-voting Trustees of the
Corporation, ex-officio.
Except- as otherwise stated herein, any vacancy occurring among the members of the Board of Trustees shall be filled by a majority vote of the Trustees then in office. A Trustee elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor. By majority vote of existing board members, additional Trustees may be elected, up to the full compliment of Trustees.
Section 3. Resignation and Removal
Any Trustee or Advisor may resign at any time by written resignation filed with the Board of Trustees. Any Trustee or Advisor may be removed from office with or without cause by the affirmative vote of two-thirds (2/3) of the Board of Trustees.
Section 4. Compensation
No Trustee or Advisor shall receive, directly or indirectly, any compensation for services in that capacity. The Board of Trustees may authorize reimbursement of reasonable expenses incurred by Trustees or Advisors in connection with duties approved by the Board of Trustees.
Section 5. Meetings
The Annual Meeting of the Corporation shall be held in the month of September at such date, time, and place as the Board of Trustees shall determine. In addition to the Annual Meeting, regular meetings shall be held at least quarterly, and special meetings may be held as needed. Regular and special meetings may be called by the President and two (2) Trustees.
Section 6. Notice of Meetings
Notice of the Annual Meeting shall be given to all members not more than @y (30) days or less than ten (10) days before the meeting. Notice of regular meetings shall be given to all members a minimum of four (4) days prior to the meeting. Notice of special meetings shall be given to all Trustees a minimum of twenty-four (24) hours prior to the meeting.
These notice requirements may be waived in writing by any member. All waivers shall be made part of the minutes of each meeting.
Section 7. Quorum
The presence of one-half (1/2) of the voting members of the Board of Trustees shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of the Board. The act of a majority of those present at any meeting at which there is a quorum, shall be the act of the Corporation, except as may otherwise be specifically provided by statute.
Section 8. Action in Lieu of a Meeting
Any action required or permitted to be taken by the Board of Trustees may be taken by the Board without a meeting of two-thirds (2/3) of all members of the Board shall consent in advance to such action in writing. Such written consent shall be made a part of the minutes of the proceedings. Such action by written consent shall have the same force and effect as the same vote of the Trustees at a duly convened meeting.
ARTICLE IV
ADVISORY BOARD
Section 1. Function of Advisory Board
The function of the Advisory Board shall be to recommend and advise the Trustees.
Section 2. Election, Term of Office, Number of Advisors, Filing of Vacancies
The number of members of the Advisory Board ("Advisors") shall be determined annually, and individual members appointed by the Board of Trustees. Each Advisor shall serve a term of one (1) year. People may be recommended for election to the Advisory Board by existing Advisors, Trustees, or may be self-nominated, using an application provided by the Board of Trustees.
Except as otherwise stated herein, any vacancy occurring among the Advisory Board may be filled by a majority vote of the Trustees then in office. An Advisor elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor.
Section 3. Resignation and Removal
Any Advisor may resign at any time by written resignation filed with the Board of Trustees. The Board of Trustees may remove any advisor with or without cause by the affirmative vote of two-thirds (2/3) of the Board.
ARTICLE V
OFFICERS
Section 1. Election, Term of Office, Resignation and Removal
The officers of the Corporation shall be President, one or more Vice-Presidents, a Secretary, and a Treasurer, and any such other Officers and the Board of Trustees may from time to time determine.
The Officers shall be elected at the Annual Meeting of the Corporation from among
the elected members of the Board of Trustees and shall hold office for a term of one
(1) year, or until their successor are elected. AR Officers shall hold their respective positions at the pleasure of the Board of Trustees, and may be removed from said Office with or without cause, by a majority vote the Board of Trustees.
Any member of the Corporation may resign at any time by written resignation filed with the President. The Trustees shall fill vacancies in accordance with these bylaws.
Section 2. President: Powers and Duties
Subject to the control of the Board of Trustees, the President shall have general supervision of the affairs of the Corporation. The President shall preside at all meetings of the Corporation and the Board of Trustees, and shall have such other duties as may be prescribed by the Board of Trustees. The President shall serve as an ex-officio member of all committees, except the Nominating Committee.
Section 3. Vice-President(s): Powers and Duties
At the request of the President, or in the event of absence or disability, the vice-president (or Vice-Presidents in the order of designated seniority) shall perform the duties and exercise the powers of the President; and to the extent authorized by law, any such Vice-Presidents shall have such other powers as the Board of Trustees may determine and shall perform such duties as assigned by the Board of Trustees.
Section 4. Secretary: Powers and Duties
The Secretary shall have charge of such books, documents and records as the Board of Trustees may determine and shall have custody of the Corporate Seal. The Secretary shall attend and keep the minutes of all meetings of the Corporation at which the Board of Trustees is the presiding body. The Secretary may, together with the President or any Vice-President, sign in the name of or on behalf of the Corporation, any contracts, agreements or applications authorized by the Board of Trustees and, when so authorized by the Board of Trustees, may affix the Corporate Seal of the Corporation. The Secretary shall, in general, perform all the duties incident to the office of Secretary subject to the control of the Board of Trustees and shall perform such other duties as may be assigned by the Board of Trustees.
Section 5. Treasurer: Powers and Duties
The Treasurer shall have custody of all funds, property and securities of the Corporation, subject to the regulations as may be imposed by the Board of Trustees. Whenever necessary or proper, the Treasurer may endorse on behalf of the Corporation for collection checks, notes and other obligations and shall deposit same to the credit of the Corporation at such bank, banks or depository as the Board of Trustees may designate. The Treasurer shall sign all receipts and vouchers and, together with such Officer or Officers if required, shall sign all checks of the Corporation, except in such case where the signing and execution thereof shall be expressly designated by the Board of Trustees or by these By-laws to some other officer or agent of the Corporation. The Treasurer shall make payments as may be necessary or proper to be made on behalf of the Corporation and shall enter regularly on the books of the Corporation, to be kept by the Treasurer for that purpose, full and accurate account of all moneys and obligations received and paid or incurred by him or her for or on account of the Corporation and shall exhibit such books at all reasonable times to any Trustee on application of Officers of the Corporation. The Treasurer shall submit an annual report at the Annual Meeting, as well as such other reports as may be required by the Board of Trustees from time to time. The Treasurer shall, in general, perform all the duties incident to the office of Treasurer, subject to the control of the Board of Trustees.
ARTICLE VI
COMMITTEES
Section 1. Appointment
Except as otherwise stated in these By-Laws, the President shall appoint the members and designate the Chairs of the standing and other committees. Committees shall serve at the pleasure of the Board of Trustees under such rules and regulations as they may approve.
Section 2. Standing Committees
There shall be the Finance Committees, the responsibilities of which shall include fact-finding for the Board of Trustees on matters relating to the financial administration of the Corporation and preparation of the annual budget for presentation to the Board. The Treasurer shall serve on this committee ex-officio.
There shall be a Development Committee, the responsibilities of which shall include planning for solicitation of contributions in support of the Corporation's purposes.
There shall be a Nominating Committee of not less than three (3) members, which shall present nominations for Trustees, Officers and members of the Advisory Board.
There shall be a Public Information Committee, the responsibilities of which shall include planning a program to promote understanding and support of the Corporation by the community, as well as publicizing its goals and accomplishments.
Section 3. Other Committees
The Board of Trustees may create additional committees as needed.
ARTICLE VII
FINANCES
Funds of the Corporation shall be deposited in a bank operating under national or state supervision. The Board of Trustees shall authorize an appropriate individual or individuals to sign negotiable instruments on behalf of the Corporation.
There shall be an annual audit of the Corporation's funds by an independent accounting firm within ninety (90) days of the close of the fiscal year.
ARTICLE VIII
INDEMNIFICATION
Each Trustee and Officer, whether or not then in office, and his or her heirs, executors, administrators and assigns, shall be indemnified by the Corporation against all costs and expenses reasonably incurred by the or imposed upon him or her, or his or her estate, in connection with or resulting from any action, suit or proceedings, civil or criminal, to which he or she, or his or her estate, shall or may be party, or with which he or she or it shall or may be threatened by reason, directly or indirectly, of his or her being or having been a Trustee or Officer of the Corporation, except in relation to matters as to which he or she shall be finally adjudged in such action, suit or proceeding to be liable for malfeasance or gross negligence in the performance of his or her duty as such Trustee or Officer. Each Trustee or Officer shall also be indemnified against any costs or expenses reasonably incurred by or imposed upon him or her, or his or her estate, in connection with or resulting from the settlements of any such action, suit or malfeasance or gross negligence in the performance of his or her duty as a Trustee or Officer. The cost and expenses against which any such Trustee or Officer shall be indemnified shall be irrespective of whether such costs or expenses are taxable costs as defined or allowed by statute or rule of court. A Trustee or Officer shall not be deemed to have been liable for malfeasance or gross negligence in the performance of his or her duty as a Trustee or Officer as to any matter wherein he or she relied upon the opinion or advice of legal counsel selected by the Board of Trustees or acting in any such matter for the Corporation. Such rights of indemnification shall be in addition to any other right with respect to any such costs and expenses to which such Trustee or Officer may otherwise be entitled against the Corporation or any other persons.
ARTICLE IX
DISSOLUTION
Upon the dissolution or other termination of the Corporation, no part of the property of the Corporation or any of the proceeds shall be distributed to or inure the benefit of any of the members of the Corporation, but all such property and proceeds, subject to the discharge of valid obligations of the Corporation, shall be distributed exclusively to Federal, State or Local government bodies or to other educational or charitable organization which qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code of 1986 and the Regulations as they now exist or as they may hereafter be modified.
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 1. Fiscal Year
The Fiscal Year of the Corporation shall begin on July 1 of each year.
Section 2. Rules of Parliamentary Procedure
Robert's Rules of Order, in its most recent edition at date of its use, shall be the parliamentary authority for all matters of procedure not specifically covered within these By-Laws or by other specific rules of procedure adopted by the Trustees of the Corporation.
ARTICLE XI
AMENDMENT OF BY-LAWS
The By-Laws of the Corporation may be amended by a two-thirds (2/3) vote of all voting Trustees at an Annual, Regular, or Special Meeting, provided notice of the character of the proposed amendment shall have been given to the Trustees at least twenty (20) days before the amendment is voted upon. Such amendments must be consistent with the purpose, objectives, and intentions of the Corporation. The Secretary shall, at all times, keep in the office of the Corporation a true and correct copy of the By-laws.