By-Laws

 

AMENDED & RESTATED

BY-LAWS

Of

MOUNTAIN PATHWAYS SCHOOL

 

ARTICLE I

Name

The name of this Corporation shall be Mountain Pathways School, Inc.  The address of the Corporation is 453 Howard’s Creek Road, Boone, NC 28607.

ARTICLE II

Mission and Values

Mountain Pathways School is a Montessori community that fosters respect and a lifelong love of learning by nurturing the spiritual, emotional, intellectual, and physical well being of its children.
Community Values include:

  • Empathy for the needs and situations of others and caring for each other as much as we care for ourselves.
  • Being a safe place to explore and express individuality mindful of other individuals and the community as a whole.
  • Cultivating love of learning through the child’s choice of experiences.
  • Encouraging each individual to be internally motivated, confident decision-makers

and embrace their ability to make choices.

  • Owning beliefs and recognizing effects on the community.
  • Acknowledging the uniqueness of each individual and the special gifts each brings.
  • Fostering positive self esteem as a core value that allows honoring others, our

community, and our environment.

  • Seeking the positive in all situations and enjoying the process. Bringing joy, playfulness and laughter into the community and our lives.
  • Providing opportunities for self-reliance while encouraging and expecting individuals.
  • To support each other in building a stronger community.

 

ARTICLE III

Purposes and Policies

The purpose of Mountain Pathways School is to provide education of the highest quality for children based on a philosophy that is committed to teaching children in the ways they learn best. This developmentally appropriate approach creates a unique environment in which our students are encouraged to be initiators, to ask questions, to explore, create, share and experience the excitement of learning. The school strives to enroll children from different ethnic and socio-economic backgrounds. The educational assumptions and methods followed are those first set forth by Maria Montessori; and thus the educational program is called Montessori.
It is also our purpose to participate in the public debate on improvement in education and to share knowledge and skills with the broadest possible constituency.
The Corporation is organized exclusively for educational and scientific purposes, including, for such purposes the making of distributions to organizations under section 501 (c )(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
No part of the net earnings of the Corporation shall inure to the benefit of, or be distributed to, its members, trustees, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein.
No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
Notwithstanding any other provision of these articles, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions of which are deductible under section 170( c )(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
The School is an equal opportunity employer, and in the selection of members and officers of the Corporation, in providing service to the public, as in all other aspects of its functioning, there shall be no discrimination concerning race, sex, religion, national or ethnic origin, age, disability, or sexual preference. The school strives for a balance among its students, including age, sex, ethnic, and racial diversity.

ARTICLE IV

Board of Trustees

Duties. The Corporation delegates to the Board of Trustees oversight and accountability for the operation of the School. This includes, but is not limited to, oversight and approval of: the annual budget and budget adjustments of the School; Personnel Policies and Procedures (including revisions thereto); decisions related to the physical location of the School; decisions related to the tuition of the School; decisions related to the programs of the School; and decisions related to minimum and maximum student enrollment. The Board of Trustees will consult with the Director, Teacher Representatives, and other staff on such matters.  The Board of Trustees shall be expected to arrange meetings and forums for the Corporation, gather all necessary information to assist the Corporation in its decision-making, and facilitate a Corporation decision-making process that aligns with the values of the School.

Board Composition. The Board of Trustees will be comprised of no fewer than nine (9) voting, non-staff members of the Corporation, two (2) Teacher Representatives, and the Director of the School who shall be an ex-officio, non-voting member of the Corporation.  The following positions within the Board of Trustees may be maintained: Chair, Chair-elect, Treasurer, Secretary, Director, a Teacher Representative from each school building, Personnel Committee Chair, Strategic Planning Committee Chair, Marketing and Advertising Committee Chair, Development Committee Chair, and Parent-Teacher Organization Chair.

Voting Members of the Board of Trustees will serve two (2) year terms; terms will be staggered so that approximately one-half of the members’ terms expire each year.  The term of office for the Board of Trustees will coincide with the fiscal year of the Corporation.  The Director of the School shall be a non-voting member of the Board of Trustees and participate in all discussions except personnel discussions related to the Director.

The Teacher Representatives shall be voting members of the Board of Trustees and will be elected yearly by the teaching staff employed for the current school year. The Teacher Representative can serve for more than one year so long as she/he is elected to do so.  Only one member of any family that is a member of the Corporation may serve on the Board of Trustees at a time.

Quorum. A simple majority (50% plus 1) of the members of the Board of Trustees shall constitute a quorum for the transaction of business at meetings of the Board of Trustees.

Meetings and Notice.  The Board of Trustees shall meet monthly, unless otherwise agreed. In addition, the Chairperson of the Board of Trustees may call a meeting of the Board of Trustees with five or more days written notice. The time and place of the meeting shall be specified in the announcement of the meeting. Board of Trustees meetings shall be open to parents and others who wish to attend as observers of the Board of Trustees except meetings or parts of meetings addressing personnel decisions. The Board of Trustees Chairperson shall draw up the agenda for meetings. Agendas shall be approved at the start of each Board meeting and changes can be decided upon at that time.  If the annual meeting is delayed beyond the end of the current fiscal year, the Board of Trustee members shall hold over until their successors shall have been elected.  If any member of the Board of Trustees shall be absent from three consecutive duly announced meetings, such absence, if unexcused by the Chairperson, shall be deemed a resignation of membership of the Board of Trustees, and the vacancy so caused may be filled as noted above.

Manner of Acting of Board of Trustees: An act of a simple majority (which is 50% plus 1) of the voting members of the Board of Trustees shall constitute an act of the Board of Trustees, irrespective of the number of Trustees in attendance at a meeting.

Informal Action Without Meeting. Unless specifically prohibited by the Articles of Incorporation or these Bylaws, any action required to be taken by the Board of Trustees or any committee thereof, or which may be taken at a meeting of the Board of Trustees or committee thereof, may be taken without a meeting as follows.  All Trustees or committee members, as applicable, entitled to vote must consent in writing to consider taking action without meeting before a vote can be called on any matter without a meeting.  Upon unanimous consent to consider an issue and to take action without meeting, a vote may then be taken on the subject matter at issue and, as stated in these Bylaws, action may be taken by a simple majority of the Trustees entitled to vote.

Vacancies. In the case of resignation, removal, or death of one or more of the Trustees, a majority of the remaining Trustees may fill such vacancy or vacancies until the successor or successors are elected at the next annual meeting with consideration given to members who have previously expresses an interest on the Board of Trustees.

Miscellaneous. The Board of Trustees will have at least one annual retreat to set annual goals, review goal attainment, and any additional matters necessary. The retreat agenda shall be set by the Executive Committee, with approval by the Board of Trustees.

Contracts, Checks, Drafts, Etc.  The Board of Trustees may authorize any officer, officers, agent or agents to enter into a contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or specifically limited. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer, officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Trustees.  In the absence of such a determination by the Board of Trustees, such instrument shall be signed by the Treasurer and Director.

ARTICLE V

Corporation

Duties. The Corporation shall be responsible for all decisions that affect the mission and values of the School, the corporate and tax structure of the School, the Montessori curriculum of the School, and defining and determining the membership of the Corporation of the School.
The members of the Corporation shall consist of parents of students currently enrolled at the School and all salaried staff members (as defined in the Personnel Policies and Procedures). Parents shall be defined as a legal parent, custodian, or guardian with full or joint custody of his or her child. For the purposes of voting, there shall be one vote per family. In addition, votes may only be cast once per person (staff members must vote either as staff or as a parent, if applicable). Proxies for voting pursuant hereto must be given to the Director at the beginning of a Corporation meeting.

Quorum
A simple majority (50% plus 1) of the voting members, remembering that there shall be only one vote per family, shall constitute a quorum for the transaction of business at meetings of the Corporation.

Meetings and Notice
Corporation meetings shall be open to parents and others who wish to attend as observers of the Corporation.  Corporation meetings will occur biannually, once in the Fall and once in the Spring of each school year.  The Board Chairperson is to set the agenda and preside over all annual and special meetings of the Corporation. At the Spring Corporation meeting, the Corporation members shall fill the vacancies in the Board of Trustees for the subsequent two-year period. Additional Corporation meetings regarding decisions for which the Corporation is responsible may be called at any time by a minimum group of 25% of the members of the Corporation or 25% of the Board of Trustees.

Manner of Acting.
Except as otherwise provided for in these Bylaws, the act of a majority of the quorum  (which is 50% plus 1) at a Corporation Meeting shall constitute an act of the Corporation.  A written proxy may be given to the Director prior to the Corporation meeting from any Member wishing to vote in absentia. For the purposes of voting, there shall be one vote per family. In addition, votes may only be cast once per person (viz, staff members must vote either as staff or as a parent).

ARTICLE VI

Officers

The term of office for all officers shall be for two years, except for the Chairperson and Chairperson-Elect, who serve for one each. One or more Assistant Treasurers and/or an Assistant Secretary, who need not be members of the Board of Trustees, may be elected or appointed by the Board of Trustees and.

ARTICLE VII

Board of Trustees Chairperson

The Chairperson shall preside at all regular or special meetings of the Board of Trustees. In the absence of the Chairperson, or upon the disability of the Chairperson, the Chairperson-Elect shall discharge these functions. In case of the absence or disability of any officer of the Board of Trustees, the Chairperson shall have authority to exercise all the powers and to perform all the duties of such other officer.

ARTICLE VIII

Secretary

The Secretary, in addition to duties hereinafter specified, shall perform such general administrative functions as may be assigned from time to time by the Chairperson. The Secretary shall keep a permanent record of Board of Trustee membership reflecting elections, resignations, and appointments. At each annual meeting of the Corporation, the Secretary will submit a list, co-signed by the Chairperson, of the names and places of residence of persons who have been admitted to membership of the Board of Trustees during such year-which report shall be filed with the records of the Corporation and Board of Trustees and an abstract thereof entered in the minutes of the proceedings of the annual meeting of the Corporation.

ARTICLE IX

Treasurer

The Treasurer, subject to such regulations as may from time to time be prescribed by the Corporation, shall have the custody of the funds and securities of the Corporation, and shall also have control of the disbursement of its money.

The Treasurer may delegate to an Assistant Treasurer or to any other employee of the Corporation the duty of keeping the accounts and financial records of the Corporation but the responsibility for the completeness and accuracy of such accounts and records shall remain with the Treasurer. The Treasurer shall serve as the chair of the Finance Committee as set forth herein below.

ARTICLE X

Director of the School

The Board of Trustees shall employ a Director of the School who will be charged with the day to day operation of the School as set forth in the Personnel Policies and Procedures. The Director of the School will keep the Board of Trustees apprised of developments related to the school’s operation and management through regular communication with the Board of Trustee Chairperson. A job description for the Director shall be set forth in the Personnel Policies and Procedures approved by the Board of Trustees and the Director shall be accountable for all responsibilities enumerated therein.

ARTICLE XI

Committees

The Corporation, by and through its Board of Trustees, may by resolution or By-laws provide for such committees, and may delegate to such committees such duties and powers as it shall deem wise. The Chairperson of the Board of Trustees shall be a voting member of the Executive Committee; otherwise, the Chairperson of the Board of Trustees and the Director of the School  shall be ex-officio members of all committees, and may attend said committee meetings at their discretion. In addition to the required standing committees described in these Bylaws, the Board of Trustees or the Director can appoint committees or task teams in order to organize or accomplish specific goals as appropriate. The membership, scope of responsibilities, and duration of activity will vary and should be defined by the assigned purpose, goal, or task. Each committee will be chaired by a member of the Board of Trustees who serves as a liaison to the Board of Trustees. Except as otherwise provided for in these Bylaws, Committee members can be members of the Corporation or outside Corporation membership

Executive Committee. The Executive Committee will be a standing committee comprised of four members: the Board of Trustees Chairperson, the Chairperson-Elect, the Treasurer, and the Director of the School, as an ex-officio member. A majority vote of the members of the Executive Committee (not just the committee members present at a meeting) will constitute an action by the Executive Committee The Executive Committee has the following four responsibilities:
1. Meet in emergency session to act on pressing matters that require immediate attention.
2. Measures the Board’s formal and informal organization yearly against the requirements of the strategic plan and the Board’s previous evaluation.
3. Assists the Board Chairperson, advising and aiding in Board management, such as
determining other committee assignments or planning retreats. Works with the Board Chairperson to establish and oversee the Board of Trustee orientation process.
4. Oversee the functioning of Board members during the year. In case a member is not contributing or participating appropriately, it is the responsibility of the committee to consult with such member, and if improvement is not forthcoming, to request resignation of the member, or if necessary, recommend to the Board that the member be removed from the Board.

All actions taken by the Executive Committee must be presented to and are subject to approval by the Board of Trustees at the next meeting of the Board of Trustees.

Finance Committee. The Finance Committee will be a standing committee selected by the Treasurer and shall not include any employees or staff. The Treasurer shall serve as chair of the committee. One or more Assistant Treasurers may be appointed by the Treasurer.
The committee shall be deemed to be in continuous session and may act without formal notice of meeting. In case of the absence or disability of the Treasurer, the Board of Trustees Chairperson shall have authority to exercise all the powers and to perform all the duties of the Treasurer, both as an officer of the Corporation and as a member of the Finance Committee.
The committee shall monitor the short and long term financial stability of the School. It shall be responsible for the long-term financial stability, including long- term treatment of:
1. Tuition, 2. Expenditures, and 3. Financial Aid.
The committee, with the Director, annually reviews the School’s insurance policies or may delegate this review as appropriate. The committee authorizes and reviews a yearly audit of the School’s financial position by certified public accountants and this review will be presented to the Board.

Personnel Committee.
The Personnel Committee will be a standing committee. It provides a neutral, confidential forum for all personnel matters brought to the Committee. The functions of the Personnel Committee are to advocate for the faculty and staff of MPS and to participate in personnel actions as described in the Personnel Policies and Procedures and/or as requested by the Board of Trustees and/or Director.
The Personnel Committee is comprised of the chair, who is a member of the Board of Trustees, and two non-staff members of the Corporation. The membership is appointed by the Board of Trustees.
The Personnel Committee is responsible for working with the Director to prepare job descriptions and ensure a performance review process that aligns with the mission and values of the School. The results of the annual performance reviews will be presented to the Personnel Committee by the Director. The Personnel Committee conducts an annual performance review of the Director and provides the results to the Board of Trustees.
The Personnel Committee is directly accessible by all staff as a confidential forum of staff concerns. Matters shall be brought to the Board of Trustees at the request of the Personnel Committee, the Director, or if the complainant is dissatisfied with the decision of the Personnel Committee, in accordance with the School Grievance Policy & Procedure.
All meetings on personnel matters regarding individual current, former, or potential staff shall be closed to observers unless the observers are invited by the unanimous consent of the members of the Personnel Committee.  The substance of all discussions will remain confidential.
Development Committee. The Development Committee will be a standing committee. The purpose of the committee is to provide for the short and long term financial stability and growth of Mountain Pathways School. The committee membership will be the committee chair, who will be a member of the Board of Trustees, and at least two other members from the Corporation. Additional members may be drawn from outside the Corporation. The Development Committee shall design strategies and coordinate all activities and provide direction to the Director for all fundraising and development activities, including campaigns, grant-writing, individual and corporate donations, and other mechanisms. The committee may work with the Parent-Teacher Organization to sponsor fund-raising events.
Strategic Planning Committee. The Strategic Planning Committee will be a standing committee. The committee may represent the largest cross section of the school: members of the Board of Trustees, faculty, parents, administrators, and those outside the membership of the Corporation. The committee chair will be a member of the Board of Trustees. The committee chair will recommend individuals for appointment to the committee by the Board of Trustees.
The function of the committee is to develop or monitor progress of a long-range strategic plan consistent with the mission of the school, draw up or monitor progress of an operating plan to support the goals of the strategic plan and to monitor the Director’s progress toward achieving these goals through the annual operating plan.
A new strategic plan should be initiated every five years or more frequently during times of major transition, as determined by the Corporation or the Board of Trustees. The committee will review the MPS Strategic Plan annually and report their findings to the Board.

Marketing and Advertising Committee. The Marketing and Advertising Committee will be a standing committee comprised of the committee chair, who will be a member of the Board of Trustees, and at least one other person who may be from within or outside of the Corporation. The purpose of the committee is to generate a positive image of Mountain Pathways throughout the community and region. Responsibilities of this committee include coordinating marketing research activities; maintaining updated brochures, donation-request envelopes, web site and other similar materials; routinely submitting press releases and public service announcements; and assisting the Director of the School in other related activities as requested.
Parent-Teacher Organization Committee. The Parent-Teacher Organization Committee will be a standing committee. The committee chair will be a member of the Board of Trustees, and membership will be drawn from the parents and staff of the School. The chair will nominate other members for appointment by the Board of Trustees. The committee will actively foster the well-being of the School by coordinating productive communication, volunteer work, and fund-raising events for the purpose of student and teacher development.

ARTICLE XII

Fiscal Year

The fiscal year of the Corporation shall be from August 1 to July 31.

ARTICLE XIII

Notices

All notices required by these by-laws, or otherwise, for the purposes of the Corporation, shall be sent in writing and unless otherwise provided herein, by the Secretary, Chair of the Board of Trustees or Director of the School to the members of the Corporation or the Board of Trustees, as applicable, at their email address or postal mailing address as entered in the office of the Corporation.  Attendance at any special or regularly scheduled meeting constitutes waiver of any objection regarding notice.

ARTICLE XIV

Amendments

These by-laws may be altered or amended at any duly called meeting of the Corporation by a majority vote, until October 31, 2008. Thereafter these by-laws may be amended at any duly called meeting by the members of the corporation by a two-thirds (2/3 rd) vote of the members present, provided that written email notice has been sent to every member of the corporation who supplies an email address, at least ten days in advance of the date of meeting, stating specifically the proposed amendment or amendments.

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ARTICLE XV

Indemnification

General Policy.  It shall be the policy of the Corporation to indemnify to the maximum extent permitted by Chapter 55A of the General Statutes of North Carolina (known as the North Carolina Nonprofit Corporation Act) any one or more of the Directors, officers, employees, or agents and former Directors, officers, employees, or agents of the corporation, and persons who serve or have served at the request of the corporation as directors, officers, partners, trustees, employees or agents of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, against judgments, penalties, settlements and other liabilities incurred by them in connection with any pending, threatened or completed action, suit or proceeding, whether civil, criminal, investigative or administrative (a “proceeding”) and against reasonable costs and expenses (including attorneys’ fees) in connection with any proceeding, where such liabilities and litigation expenses were incurred incident to the good faith performance of their duties.

Use of Corporate Funds.  The Corporation may advance expenses in connection with any proceeding to any such person in accordance with applicable law.  The use of funds of the corporation for indemnification or for purchase and maintenance of insurance for the benefit of the persons designated in his Article shall be deemed a proper expense of the corporation.

ARTICLE XVI

Dissolution

If the Corporation is to be dissolved, the Board of Trustees shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all of the
assets of the Corporation conclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, 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 1954 (or the corresponding provision of any future United States Internal revenue Law), as the Board of Directors shall determine. Any of 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 granted exclusively for such purposes.

Adopted and approved this the 17th day of August, 2011.