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By-Laws

BY-LAWS

of the

Linden Avenue Home & School Association

 

ARTICLE I – NAME

The organization shall be known as the Linden Avenue Home & School Association (hereinafter “Linden Avenue HSA”).

ARTICLE II – PURPOSE

The purpose of the Linden Avenue HSA is:

  1. To bring into closer relationship and communication, parents, teachers and administrators of students attending the Linden Avenue School in Glen Ridge,
  2. b. To aid in informing parents of Linden Avenue School students of the educational philosophy of the Glen Ridge Board of Education and methods by which this is to be implemented in the Linden Avenue School,
  3. c. To communicate to the Glen Ridge Board of Education and the Administration concerns of parents about the educational process in the Linden Avenue School,
  4. d. To promote the excellence of the educational process by providing and supporting enrichment to the students in the Linden Avenue School, and
  5. e. To assist in accomplishing the objectives of the Glen Ridge Home and School Executive Council.

ARTICLE III – MEMBERSHIP

  1. Any parent or guardian of a pupil currently enrolled in the Linden Avenue School in Glen Ridge is considered a member of the Linden Avenue HSA (hereinafter, “Member”).
  2. Every Member in attendance at a membership meeting where a vote is taken shall be eligible to vote. Voting by proxy shall not be permitted.
  3. Any notice to the membership as required by these By-laws may be provided electronically by email to the email address listed with the Glen Ridge Public Schools

ARTICLE IV - EXECUTIVE BOARD AND OFFICERS

Section 1. Executive Board

 

  1. The management of the Linden Avenue HSA shall be vested in an Executive Board (hereinafter the ‘Board’), which shall consist of all the officers of the Linden Avenue HSA.
  2. The Board shall have general charge and control of the affairs and management of the Linden Avenue HSA and shall have full power to do all things necessary and essential to accomplish the purposes for which the Linden Avenue HSA was founded.

 

Section 2. Officers and Terms

 

  1. The officers of the Linden Avenue HSA shall be President, Vice President - Fundraising, Vice President - Service, Vice President - Enrichment, Vice President - Social, Secretary and Treasurer as elected according to Article VII (hereinafter, ‘Officers’). Two individuals co-sharing one office is permissible if both parties consent and both are duly elected to the co-office. The office maintains one vote, regardless of the co-share.
  2. Officers shall serve a full term of two years, beginning August 1st and ending July 31st two years hence. At the end of the two-year term, each outgoing Officer shall serve in a transitional role with the new Officer(s) for a minimum period of one month in August. The outgoing Officer will supply documentation of their role’s procedures and best practices, and any relevant information for the continuance of the position.

 

c.  Officers may serve for consecutive terms if duly elected for such terms. Any Officer who has service in a particular office for one full term shall be eligible for that office for another term so long as the office is presented as vacant to all Members prior to the date of the Annual Meeting and the notice requirements and election procedures of Article VII are followed.

 

Section 3. Officer Resignation, Removal and Vacancy

  1. Resignation by an Officer shall be in writing and submitted to the Board.
  2. An Officer may be removed from office for cause by a majority vote of the Board.
  3. When an Officer has not attended meetings or performed the duties of that office, as defined in Article IV Section 4, for a period of 60 consecutive days, that office will be deemed vacant.
  4. Vacancies of Officers by resignation, removal, absence or incapacity occurring during a term of office shall be filled with an interim officer appointed by a majority vote of the Board until the next Annual Meeting, at which time the vacancy shall be filled by election according to Article VII.

 

Section 4. Duties and Responsibilities of Officers

 

  1. The Officers and members of the Board shall serve without compensation.
  2. The Officers and members of the Board must be 18 years or older and Members of the Linden Avenue HSA.
  3. The Officers shall hold the following duties:
    1. Duty of Care: Board members have a legal responsibility to participate actively in making decisions on behalf of the organization and to exercise their best judgement while doing so;
    2. Duty of Loyalty: Board members must put the interests of the organization before their personal interests when acting on behalf of the organization in a decision-making capacity;
    3. Duty of Obedience: Board members bear the legal responsibility of ensuring that the organization complies with the applicable federal, state, and local laws and adheres to its mission.
    4. Board action requires approval by a simple majority vote. It is encouraged that the voting process is worked through discussion to achieve a majority consensus among Board members. In the event that a vote results in a tie (either by an even number of current Officers or an abstained vote), the motion is lost and business continues as usual. The item may be reintroduced in a future agenda for further discussion and a new vote.
    5. The powers and duties of the Officers shall be as follows:
      1. President: The President shall be the executive officer of the Linden Avenue HSA and shall:
        1. Preside at meetings of the members of the Board and meetings of the general membership;
        2. Ensure strong communication between the Board Officers, providing them with relevant information and updates as well as opportunity to weigh in on issues under discussion;
        3. Prepare the agenda for Board and General membership HSA meetings based on Board officer input and timely topics;
        4. Be the Linden Avenue HSA’s member on the Executive Council of the Glen Ridge Home and School Association;
        5. Support the Vice Presidents in their function overseeing the HSA committees;
        6. Work with the Vice Presidents and Treasurer during budgeting sessions;
        7. Be authorized to sign checks jointly with any other authorized Board member in excess of

$500.00 on the Linden Avenue HSA checking account; and

        1. Jointly authorize expenditure with the Treasurer, in accordance with these by-laws, that do not exceed $500.00.
        2. In the event that no Member seeks election to the office of President in the Annual Meeting, at the start of the HSA fiscal year (August 1), the Board will determine how the President’s responsibilities will be managed between the existing Board members as required for the successful functioning of the Board.
      2. Vice President: There will be four vice presidents representing the core functions of the Linden Avenue HSA: Fundraising, Service, Enrichment and Social.

 

  1. The Vice President will oversee the committees designated under his or her core area of focus, including:
    1. Uphold the mission, vision and values of the Linden Avenue HSA;
    2. Oversee assigned committees that align with their core function;
    3. Engage the Linden Avenue HSA membership by advocating on behalf of their core functions and assigned committees’ purpose;
    4. Serve as point person and direct liaison for their assigned committee(s) on the Linden Avenue HSA Board;
    5. Ensure all committees are chaired and they have recruited necessary volunteers for their function;
    6. Ensure all committees understand and meet their responsibilities - this includes yearly planning, budgeting and execution of tasks throughout the school year;
    7. Help committees manage their fiscal responsibilities and work with the Treasurer during budgeting sessions; and
    8. Help manage executive responsibilities of the Board as required (see above under President).
  1. Secretary: The Secretary shall:
    1. Attend and oversee all Board meetings;
    2. Ensure the safety and accuracy of all Board records, including a complete record of all proceedings and correspondence of the Linden Avenue HSA and Board;
    3. Take minutes at meetings of the Board and meetings of the general membership;
    4. Provide notice of Board meetings and/or a committee, where such notice is required;
    5. Maintain administrative account of the Linden HSA emails (@lindenhsa.org);
    6. Maintain log ins and manage all Board accounts and subscriptions;
    7. Maintain and develop procedural documentation for the Board and its committees;
    8. Make any required filings requested by federal, state and local government agency in accordance with the business of the Linden Avenue HSA.
  2. Treasurer: The Treasurer shall perform the duties usually assigned to this office with his or her most important duty to protect the Linden Avenue HSA funds. The Treasurer shall:
    1. Conduct all fiscal transactions of the Linden Avenue HSA upon the approval of the membership including, but not limited to, signing singly any check up to the amount of

$500.00 and jointly with another bank authorized Board member any check in excess of

$500.00;

    1. Hold the sole debit card issued to the Linden Avenue HSA for online and in person transactions as necessary and approved by the Board and/or Linden Avenue HSA based on value;
    2. Prepare and present an annual budget that reflects the needs, preferences and values of the Linden Avenue HSA as defined with the President and Vice Presidents representing their committees. This budget will be presented at the first meeting of the Linden Avenue HSA each school year, and will be approved by membership vote.
    3. Prepare and present monthly financial reporting (at Board and general meetings), including financial information about events and fundraising activities;
    4. Keeps records of income and expenditures;
    5. Provide requested information to Linden Avenue HSA assigned accountant to help prepare annual tax forms;
    6. Deposit money into the Linden Avenue HSA checking account;
    7. Review all bank records and reconciliation thereof and the completion of all documentation necessary;
    8. Make any required financial filings requested by federal, state and local government agency in accordance with the business of the Linden Avenue HSA.

ARTICLE V – MEETINGS

 

  1. The Board shall hold at least six general membership meetings per year, one of which shall be the annual Board election meeting (“Annual Meeting”) which shall be held during the spring months before the first of July.
  2. Special meetings must be called upon the request of ten Members or upon the written request of a majority of the Board or at the discretion of the President.
  3. Notice of any meeting must be given to Members of the Linden Avenue HSA seven (7) days prior to the date of the meeting.
  4. A majority of the voting Members present shall constitute a quorum. A majority vote of those present is required for action on any motion brought before a meeting.

ARTICLE VI – COMMITTEES

Section 1. Committees Chairpersons and Terms

 

  1. The Board shall establish Standing Committees and Ad Hoc committees depending on the needs of the Linden Avenue HSA.
  2. The President shall appoint chairpersons of each Standing Committee and of any Ad Hoc Committee who shall serve for a term not to exceed the expiration of the President’s term. Each member of a committee shall serve for a term not to exceed the expiration of the President’s term.
  3. Committees shall operate by majority vote.
  4. A majority of the members of a Committee shall constitute a quorum for any action by the Committee, and a majority vote of the members present at a meeting shall be required for the Committee to take an action.

 

Section 2. Standing Committees

 

  1. Standing Committees shall be staffed at all times.
  2. Standing Committees shall include:
    1. Nominating Committee, which shall submit a slate of Officers for election at the Annual Meeting of the Linden Avenue HSA in accordance with Article VII. This Committee shall consist of voting Members of the Linden Avenue HSA appointed by the President and the Nominating Committee chairperson. Members of the Nominating Committee may also serve as chairpersons or members of other Committees.

 

Section 3. Ad Hoc Committees

 

      1. The President may appoint Ad Hoc Committees as the need arises.
      2. The President shall designate the powers and purposes of each Ad Hoc Committee.
      3. Ad Hoc Committees shall be established for a specific purpose, and the Ad Hoc Committee will cease to exist when that purpose has been met.

 

Section 4. Fiscal Responsibilities of Committee Chairpersons

 

  1. For any Committee with a separate bank account owned by the Linden Avenue HSA for which the Committee chairperson has signatory authority, the Committee chairperson shall submit a monthly report of the Committee’s financial activity to the Linden Avenue HSA President.

ARTICLE VII – ELECTIONS AND NOMINATIONS

Section 1. Nominations

 

  1. In March of each year, the Nominating Committee shall consider Members for election to each Officer position that will become open on the following July 31 st of such year. Any Member shall be entitled to propose any Member (including oneself) for nomination (each, a “Proposed Nominee”).

 

  1. Only those individuals who are current Members of the Linden Avenue HSA and who have expressed their consent to serve if elected shall be eligible to be a Proposed Nominee.
  2. Notice of open Officer positions for which the Nominating Committee will be reviewing Proposed Nominees will be made to the general membership at least 60 days prior to the Annual Meeting.
  3. The Nominating Committee shall notify the membership of the period (which shall not be less than fourteen days) during which the Nominating Committee will accept submissions of Proposed Nominees and any applicable deadlines for such submissions. The names of Proposed Nominees must be submitted to the Nominating Committee Chairperson by the stated deadline.
  4. All Proposed Nominees shall have an opportunity to meet with and present to the Nominating Committee at least 30 days prior to the Annual Meeting. After all Proposed Nominees have met with the Nominating Committee, the Nominating Committee will nominate one or up to three such Proposed Nominees per office (each, a “Nominee”) based on criteria adopted from time to time by the Nominating Committee, but will include at least prior involvement with the Linden Avenue HSA or other public service.
  5. Proposed Nominees will be notified of the results in a timely fashion.

 

Section 2. Elections

 

  1. The membership shall be notified of the slate of Nominees selected by the Nominating Committee at least 14 days prior to the Annual Meeting.
  2. The election of new Officers shall take place at the Annual Meeting. Only those Nominees selected by the Nominating Committee shall be on the ballot. No nominations for an open Officer position may be made at the Annual Meeting.
  3. Only Members who are present at the Annual Meeting shall be permitted to vote, and each Member present shall have one vote. Voting by proxy is not permitted.
  4. Each Nominee receiving the largest number of votes will be elected. In the event of a tie, the vote will be conducted again until one Nominee receives the most votes.

ARTICLE VIII - FISCAL POLICY

Section 1. Fiscal Year

 

  1. Each fiscal year of the Linden Avenue HSA shall commence on August 1st and end on July 31st.

 

Section 2. Use of Funds

 

  1. The funds of the Linden Avenue HSA shall be used only for the furtherance of the business and objectives of the Linden Avenue HSA, for the payment of the Association’s contribution to the Student Aid and Scholarship Fund, and for any purpose or object which relates directly to the benefit of the Linden Avenue School and/or the students in the Glen Ridge school system.

 

ARTICLE IX – INDEMNIFICATION

Section 1. Indemnification

 

  1. The Linden Avenue HSA will indemnify the Officers and members of the Board in accordance with law whenever a civil, administrative, criminal or quasi-criminal action of other legal proceeding is brought against an Officer for any act or omission arising out of and in the course of the performance of his/her duties as an Officer of the Linden Avenue HSA. In the case of an action which results in a final disposition in favor of the Officer, the Linden Avenue HSA will defray all costs of defending the action, including reasonable counsel fees and expenses, together with costs of appeal, and will save harmless and protect the Officer from any financial loss resulting from the action.

b.  b. The Linden Avenue HSA may arrange for and maintain proper insurance to cover all such damages, losses and expenses.

 

ARTICLE X - AMENDMENTS TO BY-LAWS

Section 1. Amendments

a.  The By-Laws of the Linden Avenue HSA may be amended by a two-thirds vote of the members present and voting at the meeting of the Linden Avenue HSA, provided that the proposed amendment or amendments have been presented at a previous meeting of the Linden Avenue HSA and notice has been given to each voting member at least seven days prior to the date of the meeting.

 

ARTICLE XI - DISSOLUTION OF THE LINDEN AVENUE HSA

Section 1. Vote to Dissolve

 

a.  The Linden Avenue HSA may be dissolved by the affirmative vote of three-fourths (3/4) of the Board members. A special meeting must be called for such a purpose with at least sixty (60) days notice to all Members of the Linden Avenue HSA.

 

Section 2. Disposition of Assets

 

a.  Upon dissolution of the Linden Avenue HSA, the Board shall, after paying or making provisions for the payment of all the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or corresponding provisions of any future United States Internal Revenue Law), as the Board shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

 

THE BY-LAWS OF THE LINDEN AVENUE HOME AND SCHOOL ASSOCIATION WERE AFFIRMED AS REVISED AT A MEETING OF THE GENERAL MEMBERSHIP ON JUNE 15, 2021, WITH AMENDMENT TO ARTICLE IV AFFIRMED AS REVISED AT A MEETING OF THE GENERAL MEMBERSHIP ON JUNE 12, 2024.