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By-Laws

Bylaws for Moorestown Home & School Association (Revised & Approved June 6, 2012)

ARTICLE I

Name

The name of this organization shall be the Moorestown Home and School Association, Inc.

ARTICLE II

Purpose

Moorestown Home and School Association, Inc. (the “Corporation”) is organized and operates as a nonprofit corporation under the New Jersey Nonprofit Corporation Act (the “Act”) and is an organization described in Section 501 C (3) of IRS Code as Amended. Its purpose is to encourage and facilitate a cooperative spirit among parents, staff, administrators, students, and the Moorestown community, in order to support, strengthen and enrich the educational experience of students in this district, and to engage in any lawful activity under the laws of the State of New Jersey and under the code of the Township of Moorestown.

ARTICLE III

Basic Policies and Definitions

Section 1. This Corporation shall be independent, nonprofit, nonsectarian, and nonpartisan.

Section 2. The Corporation affirms its responsibilities to insure all Members equal opportunity regardless of race, color, creed, religion, sex, sexual preference, ancestry, national origin, social or economic status.

Section 3. This Corporation shall not endeavor to control the administrative policies or school activities of the Moorestown Public Schools; however, this Corporation will endeavor to support and communicate with the administration in a constructive effort toward achieving the highest standards in education.

Section 4. No criticism concerning individual teachers or administrators will be discussed at any general meeting of this Corporation or at any open meeting of the Board of Trustees or Executive Committee.

Section 5. Membership lists of this Corporation shall not be released to anyone not a Member except in furtherance of the purposes of the Corporation as determined by the Board of Trustees.

Section 6. A Member is a parent, grandparent or guardian of a student enrolled in MTPS, a former member who is currently a resident of the Township of Moorestown or a MTPS staff, who adheres to these Bylaws and to the Articles of Incorporation and who has paid dues.

Section 7. The Officers shall consist of a President, First, Second and Third Vice President, a Secretary, a Treasurer and a Ways and Means Treasurer.

Section 8. The Board of Trustees shall consist of the Officers of the Corporation and the Chairperson from each MTPS school.

Section 9. The Executive Committee shall consist of the Board of Trustees and the Chairperson of each Standing and Special Committee.

Section 10. The Standing Committees Organizational Chart is set forth in Appendix A attached hereto.

ARTICLE IV

Offices

The Corporation shall have and continuously maintain in the State of New Jersey, a registered office and a registered agent, preferably located in the Township of Moorestown, which agent may be either an individual resident in the State of New Jersey whose business office is identical with such registered office, or a domestic corporation for profit or a foreign corporation for profit authorized to conduct affairs in the State of New Jersey that is authorized by the Corporation’s articles of incorporation to act as such agent having a business office identical with such registered office, and may have other offices within the Township of Moorestown as the Board of Trustees may from time to time determine.

ARTICLE V

Members

Section 1: Qualification of Members. Any parent, grandparent or guardian of a student enrolled in the Moorestown Public Schools, any former Member who is currently a resident of the Township of Moorestown, and any Moorestown Public School staff, faculty or administrator, who adheres to these Bylaws and to the Articles of Incorporation may become a Member upon payment of dues. Annual membership dues of this organization may be set by the Executive Committee. There shall be an annual membership drive, but additional Members shall be accepted at any time. The Board of Trustees may determine whether an individual satisfies the qualifications for membership.

Section 2: Voting Rights. Each Member shall be entitled to one vote on each matter submitted to a vote of the Members. Only Members in good standing shall be eligible to participate in the Corporation’s business meetings or to serve in any of the Corporation’s elective or appointive positions; provided, however, only Members who are either the parent, grandparent or guardian of a student enrolled in the Moorestown Public Schools may serve in such positions. Members in good standing shall be those whose dues have been paid and who otherwise satisfy the qualifications for membership.

Section 3: Resignation or Removal of Members. Any Member may resign by submitting a written resignation with the Board of Trustees. Non payment of dues or failure to meet the other qualifications for membership shall constitute automatic resignation from membership. A Member may be terminated or suspended for cause after an appropriate hearing with notice to that Member and by a majority vote of the Board of Trustees at which a quorum is present. Reinstatement of a former Member may be effected in the same manner.

ARTICLE VI

Meetings of Members

Section 1: Annual Meeting. An annual meeting of the Members shall be held in May each year, for the purpose of electing the Officers and Chairpersons of each Standing and Special Committee of the Executive Committee, other than the Chairpersons of each school’s Home and School Committee, and for the transaction of such other business as may come before the meeting. If the election of Officers and Chairpersons shall not be held on the day designated herein for any annual meeting, or at any adjournment thereof, the Board of Trustees shall cause the election to be held at a special meeting of the Members called as soon as convenient thereafter.

Section 2: General and Special Meetings. General and special meetings of the Members may be called by a majority of the Board of Trustees.

Section 3: Place of Meeting. The Board of Trustees may designate any Moorestown public school as the place of meeting for any annual meeting or for any general or special meeting. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be in any non-sectarian, public location in the Township of Moorestown. However, if all of the Members meet at any time and place, either within or outside the State of New Jersey, and the Members consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.

Section 4: Notice of Meetings. Written or printed notice stating the place, day, and hour of any meeting of Members shall be delivered, either: (1) personally or by mail or by e-mail, to each Member entitled to vote at such meeting; (2) by posting such notice on the Corporation’s web page, or in the newsletter of each of the Moorestown public schools’ Home and School Committees; (3) by posting such notice in the Corporation’s calendar; or (4) delivering such notice through the Moorestown School system. Notice must be given not less than ten (10) nor more than sixty (60) days before the date of a meeting of Members, or in the case of a removal of one or more Officers or Committee Chairpersons, a merger, consolidation, dissolution or sale, lease or exchange of assets, not less than twenty (20) nor more than sixty (60) days before the date of such meeting. In case of a special meeting or when required by statute or by these Bylaws, the purposes for which the meeting is called shall be stated in the notice. If mailed first-class or registered mail, the notice of a meeting shall be deemed delivered three business days after it is deposited in the United States mail addressed to the Member at his or her address as it appears on the records of the Corporation, with postage thereon prepaid.

Section 5: Quorum. The Members present at any meeting shall constitute a quorum at such meeting.

ARTICLE VII

Board of Trustees

Section 1: General Powers. The affairs of the Corporation shall be managed by its Board of Trustees.

Section 2: Number, Tenure and Qualification. The Board of Trustees shall consist of the Officers of the Corporation and the Chairperson of each of the Moorestown Public Schools. The immediate past President shall serve for one year following his or her term as President as an ex-officio member of the Board of Trustees without voting privileges. The number of Trustees shall be at least six (6). Each Trustee shall hold office for a term coinciding with his or her term as either an Officer, or Chairperson of a school’s Home and School Committee, and until his or her successor shall have been elected and qualified, but in any event for a period not to extend more than three (3) months and fifteen (15) days beyond the term for which such Trustee was elected.

Section 3: Regular Meetings. A regular meeting of the Board of Trustees shall be held without other notice than these Bylaws jointly with the annual meeting of Members or immediately after, and at the same place as, the annual meeting of Members. The Board of Trustees may provide by resolution the time and place, within the Township of Moorestown, for the holding of additional regular meetings of the Board without other notice than such resolution.

Section 4: Special Meetings. Special meetings of the Board of Trustees may be called by or at the request of the President or a majority of Trustees. The person or persons authorized to call special meetings of the Board may fix any place, within the Township of Moorestown, as the place for holding any special meeting of the Board called by them.

Section 5: Notice. Notice of any special meeting of the Board of Trustees shall be given at least three days previously thereto by written notice delivered personally or sent by mail, overnight courier service, facsimile, or e-mail, or personally by telephone to each Trustee at his or her address or phone number as shown by the records of the Corporation. If mailed first class or registered mail, such notice shall be deemed to be delivered three business days after being deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice is given by e-mail, overnight courier service or fax, such notice shall be deemed to be delivered the following business day. Any Trustee may waive notice of any meeting. The attendance of a Trustee at any meeting shall constitute a waiver of notice of such meeting, except when a trustee attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws, except that no special meeting of Trustees may remove a Trustee, unless written notice of the proposed removal is delivered to all Trustees at least twenty days prior to such meeting.

Section 6: Quorum. A majority of the Trustees then in office shall constitute a quorum for the transaction of business at any meeting of the Board, provided, that if less than a majority of the Trustees are present at said meeting, a majority of the Trustees present may adjourn the meeting without further notice.

Section 7: Manner of Acting. The act of a majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees, except where otherwise provided by law or by the Articles of Incorporation or by these Bylaws. Trustees or non-Trustee committee members may participate and act at any Board of Trustees or committee meeting through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with one another if and when such equipment is available for this purpose. Participation in such meeting by phone shall constitute attendance and presence in person at the meeting of the person or persons so participating.

Section 8: Vacancies. Any vacancy occurring in the Board of Trustees, other than a Trustee who is a Chairperson of a school’s Home and School Committee, shall be filled by the Executive Committee. For the purpose of filling such a vacancy, the President, or in the event that the vacancy shall occur in the office of the President, then the First Vice President, shall convene a Nominating Committee consisting of one representative of each of the Moorestown Public Schools. A vacancy with respect to a school’s Chairperson shall be filled in accordance with Section 8 of Article X of these Bylaws. A Trustee elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.

Section 9: Informal Action by Trustees. Any action required to be taken at a meeting of the Trustees of the Corporation, or any other action which may be taken at a meeting of Trustees or a committee thereof, may be taken without a meeting if a consent in writing, or e-mail communication, setting forth the action so taken, shall be signed or acknowledged by all of the Trustees and all the non-trustee committee members entitled to vote with respect to the subject matter thereof, or by all the members of such committee, as the case may be.

Section 10: Removal. A Trustee may be removed by the affirmative vote of two-thirds of the votes present and voting at a special meeting of Members entitled to vote, called for such purpose. Such notice shall state that a purpose of the meeting is to vote upon the removal of one or more Trustees named in the notice. Only the named Trustee or Trustees may be removed at such meeting.

Section 11: Committees. (a) The Board of Trustees by a vote of a majority of the Trustees may create one or more special purpose committees and appoint Trustees or such other persons as the Board designates, to serve on the committee or committees. Each committee shall have at least one Trustee, one or more chairpersons, and all committee members shall serve at the pleasure of the Board.

(b) Unless the appointment by the Board of Trustees requires a greater number, a majority of any committee shall constitute a quorum. A majority of committee members present and voting at a meeting at which a quorum is present is necessary for committee action. A committee may act by unanimous consent in writing or by email without a meeting and, subject to action by the Board of Trustees, the committee by majority vote of its members shall determine the time and place of meetings and the notice required therefore.

(c) Each committee may not act on behalf of the Corporation or bind it to any action but may make recommendations to the Board of Trustees or to the Officers.

(d) The Board of Trustees may create and appoint persons to a commission, advisory board or other such body which may or may not have Trustees as members, which body may not act on behalf of the Corporation or bind it to any action but may make recommendations to the Board of Trustees or to the Officers.

ARTICLE VIII

Officers

Section 1: Officers. The Officers of the Corporation shall be a President, First, Second and Third Vice Presidents, a Secretary, Treasurer and a Ways and Means Treasurer. Such other officers as may be elected in accordance with the provisions of this Article VIII shall act as ex-officio members of the Board of Trustees without voting privileges.

Section 2: Election and Term of Office. The Officers of the Corporation shall be elected by voice or by ballot, as determined by the President, by a majority vote of the Members at the regular annual meeting of the Members and shall be elected for a two year term; provided, however, the Assistant Secretary and Assistant Treasurer, if any, may be elected for a term of one year. The term of office of an Officer shall commence at the end of the school year during which they were elected. The term of office of the President, Second Vice President, Third Vice President and Ways and Means Treasurer shall commence in odd numbered years. The term of office of the First Vice President, Secretary and Treasurer shall commence in even numbered years. If the election of Officers shall not be held at the annual meeting of the Members, such election shall be held as soon thereafter as conveniently may be possible. Each Officer shall hold office until his or her successor shall have been duly elected and shall have qualified to serve, but in any event for a period not to extend more than three (3) months and fifteen (15) days beyond the term for which such Officer was elected.

Section 3: Term and Limitation. No person shall serve more than one two-year term in the same office. If after March 15th a position cannot be filled, the Board of Trustees may vote to make an exception to this limitation. No person shall serve two consecutive terms in the same office. For the purpose of the term limitation, an individual shall be deemed to have served a term in office if such individual has served a term of more than twelve months in such office. No Officer shall serve as Chairperson of a Committee represented on the Executive Committee in addition to serving as an Officer.

Section 4: Vacancies. A vacancy in any office shall be filled pursuant to Section 8 of Article X of these Bylaws.

Section 5: President. The President shall be the principal executive officer of the Corporation and shall in general supervise and control all of the business and affairs of the Corporation. The President shall preside at all meetings of the Members, of the Executive Committee and of the Board of Trustees, as chairperson of the Board. He or she may sign, with any Vice President, the Secretary or Treasurer, or any other Officer of the Corporation authorized by the Board of Trustees, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Trustees authorizes to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Trustees or by these Bylaws or by statute to some other Officer or agent of the Corporation; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Trustees or the Executive Committee from time to time.

Section 6: Vice Presidents. In the absence of the President or in the event of his or her inability or refusal to act, the Vice Presidents, in their designated order, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President; provided, however, that the numeric designation of the Vice Presidents is for convenience only and is not indicative of rank. The Vice Presidents shall perform such other duties as from time to time may be assigned to them by the President or by the Board of Trustees. They also shall perform the following duties:

(a) First Vice President (School-Based Activities). The First Vice President shall be responsible for the activities of all of the school-based committees. In that capacity, he or she shall conduct monthly meetings of the Chairpersons of each of the Moorestown Public Schools’ Home and School Committees for the purpose of reviewing their activities and facilitating cooperation and interaction between the various schools’ committees.

(b) Second Vice President (Fundraising). The Second Vice President shall be responsible for the Corporation’s fundraising activities and shall act as Chairperson of the Ways and Means Committee. In such capacity, the Second Vice President shall monitor the progress of each of the committees conducting fundraising activities and shall act as ex-officio member of each such committee without voting privileges. The Second Vice President shall be assisted by an Assistant Chairperson of Ways and Means. The Second Vice President shall conduct an annual meeting of the Chairpersons of the various fundraising activity Committees no later than March of each year to determine the number and purpose of the fundraising Special Committees for the upcoming fiscal year.

(c) Third Vice President (Administration and Communication). The Third Vice President shall monitor the administration and communication activities of the Corporation. In this capacity, the Third Vice President shall support the efforts of each Chairperson responsible for an administrative or communicative function. In addition, the Third Vice President shall be exclusively responsible for the Corporation’s communications.

Section 7: Treasurer. If required by the Board of Trustees, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Trustees shall determine, at the expense of the Corporation. The Treasurer shall: have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be approved by the Executive Committee; shall pay out funds in accordance with the approved budget and as authorized by the Executive Committee; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board of Trustees. In the absence of the Treasurer, checks may be signed by the President, or an Assistant Treasurer, if any, other than the Assistant Treasurer – Ways and Means. The Treasurer shall present a financial statement of account at every meeting of the Board of Trustees and Executive Committee. The Treasurer’s accounts shall be examined annually by an independent auditor approved by the Executive Committee. The Treasurer shall convene a budget committee, consisting of the President, the Vice-Presidents, Secretary and the Chairperson of each school’s Home and School Committee, by the end of March of each year, to discuss the budget for the following school year. The Treasurer’s term runs from September 1st to August 31st.

Section 8: Ways and Means Treasurer. The Ways and Means Treasurer shall maintain the books and records for all of the fundraising activities of the Ways and Means Committee, shall receive and disburse funds for such purpose, shall provide a financial statement of account monthly to the Board of Trustees and shall report otherwise directly to the Treasurer. If required by the Board of Trustees, the Ways and Means Treasurer shall be bonded for faithful discharge of his or her duties in such sums and with such sureties as the Board of Trustees shall determine at the expense of the Corporation. The Ways and Means Treasurer’s term runs from September 1st to August 31st.

Section 9: Secretary. The Secretary shall keep minutes of the meetings of the Board of Trustees, Executive Committee and the Members; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and of the seal of the Corporation; keep a register of the post office address of each Member which shall be furnished to the Secretary by such Member; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board of Trustees.

Section 10: Assistant Secretary and Assistant Treasurer. The Board of Trustees may direct the Nominating Committee to nominate one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, such Officers to have the authority and perform the duties prescribed, from time to time, by the Board of Trustees, the President, the Treasurer or the Secretary, and such Officers shall be elected in accordance with this Article VIII.

ARTICLE IX

Executive Committee

Section 1: Powers. The Executive Committee shall have such powers as are enumerated in these Bylaws and as may be delegated to them by the President and/or Board of Trustees.

Section 2: Number and Qualification. The Executive Committee shall consist of the Board of Trustees and the Chairpersons of each Standing and Special Committee. Each Committee represented on the Executive Committee shall have one vote, regardless of whether such Committee is represented by one or more Chairpersons. The following individuals shall act as ex-officio members of the Executive Committee without voting privileges: the Superintendent of Schools, the Principals of the Moorestown Public Schools, the representatives of each of the Moorestown Education Association, MoorArts, Special Education Advocacy Council (SpEAC), Partnership for Acceleration (PACE), Challenge and Enrichment, Community Alliance on Substance Abuse (CASA) and the president or appointed delegate of the Moorestown High School Student Association.

Section 3: Quorum. A majority of the Executive Committee present shall constitute a quorum for all business transactions recommended by the Board of Trustees or for approval of Executive Committee minutes.

Section 4: Meetings. Regular meetings shall be held periodically throughout the school year without other notice than publication in the Corporation’s calendar. Special meetings of the Executive Committee may be called by the President or by a majority of the Board of Trustees. At least three days’ written notice, delivered personally or sent by mail, overnight courier service, facsimile, or e-mail, or personally by telephone to each member of the Executive Committee at his or her address or phone number as shown by the records of the Corporation, shall be given for all such meetings

Section 5: Informal Action by Executive Committee. Any action which is required to be taken or may be taken at a meeting of the members of the Executive Committee of the Corporation may be taken without a meeting and without a vote provided, however, written or e-mailed notice of the proposed action shall have been given to all members of the Executive Committee and a consent in writing, setting forth the action so taken, shall be signed or acknowledged by two-thirds of the members of the Executive Committee entitled to vote with respect to the subject matter thereof.

ARTICLE X

Chairpersons of Standing and Special Committees

Section 1: Number. The Corporation shall have the Standing Committees set forth on Appendix A entitled Standing and Special Committee Organizational Chart attached hereto. Standing and Special Committees may be added/deleted by a majority vote of the Executive Committee. In addition, there may be up to three Special Committees for the purpose of fundraising under the Second Vice President.

Section 2: Election. There shall be elected at the annual meeting of the Members, one or more Chairpersons, and there may be elected an Assistant Chairperson, for each Standing and Special Committee, other than the Chairpersons and Assistant Chairpersons of the Home and School Committee of each of the individual Moorestown Public Schools.

Section 3: Moorestown Public Schools’ Home and School Committees. Each Moorestown Public School shall have a Home and School Committee consisting of a Chairperson, Assistant Chairperson, Secretary and Committee Chairpersons as required to promote the Home and School Committee’s objectives and interests. Each Home and School Committee shall be a Standing Committee under the First Vice President. Thus, only the Chairperson of each Home and School Committee shall be a member of the Executive Committee. Notwithstanding the foregoing, an Assistant Chairperson of a Home and School Committee may act as the nominee of such Committee’s Chairperson at any meeting of the Executive Committee.

(a): H&S Committee Meetings. There shall be regularly scheduled during the school year monthly meetings of each Home and School Committee for the purpose of disseminating information and the transaction of Home and School Committee business; provided, however, no meeting shall be required pursuant to this Section in the month of December. For the purpose of transacting business at these meetings, the Members present shall constitute a quorum.

(b) H& S Committee Nomination, Election. Each school’s Home and School Committee’s Committee Chairpersons, including the school’s Home and School Chairperson and Assistant Chairperson, shall be initially selected by a Nominating Committee composed of at least five members, confirmed no later than the school’s March Home and School Committee meeting. The Nominating Committee shall include at least four members who have not served on the previous year’s Nominating Committee, one member of the previous year’s Nominating Committee to act as chairperson, and the current school Chairperson, who shall participate as an ex-officio member without voting privileges and shall select all other committee members. The Nominating Committee recommendations shall be confirmed no later than the school’s May Home and School Committee meeting by a voice vote of those assembled at such meeting.

Consent to serve must be given by each nominee before such nominee’s name may be placed on the ballot

(c) H&S Term and Limitation. Each school’s Home and School Committee Chairperson shall serve no more than two, one-year terms. Three years must elapse from the ending of an individual’s term as Chairperson before such individual may serve the additional term as Chairperson. Each school’s Home & School Committee Assistant Chairperson shall serve no more than two, one-year terms. Three years must elapse from the ending of an individual’s term as Assistant Chairperson before such individual may serve the additional term as Assistant Chairperson. For the purposes of this term limitation, an individual shall be deemed to have served a term in an office if such individual serves in such office for a period of six months or more.

Section 6: Standing and Special Committees. The Chairperson(s) of each Standing and Special Committee, with the exception of school Chairpersons, shall be nominated by the Nominating Committee appointed in accordance and following the process described in Article XI.

The President shall be an ex-officio member, without voting privileges, of all Standing and Special Committees, other than the Nominating Committee.

(a): Term and Limitation. Standing and Special Committee Chairpersons, other than school Chairpersons, shall serve a term of one year, but not more than three years in the same chair position. Their term shall commence at the end of the school year during which they were elected. Each Chairperson shall continue to serve until his or her successor shall have been duly elected and shall have qualified to serve, but in any event for a period not to extend more than three (3) months and fifteen (15) days beyond the term for which such Chairperson was elected Section 8: Vacancies. A vacancy in any Committee Chairperson, other than a school’s Home and School Committee Chairperson, because of death, resignation, removal, disqualification or otherwise may be filled by the Executive Committee for the unexpired portion of the term. For the purpose of filling such a vacancy, the President shall convene a Nominating Committee consisting of one representative of each of the Moorestown Public Schools.

A vacancy in any Chairperson of a school’s Home and School Committee shall be filled by that school’s Home and School Committee for the unexpired term. For the purpose of filling such a vacancy, a Nominating Committee, formed by the school’s Chairperson, or, if none, Assistant Chairperson, and composed in accordance with Section 5 of this Article X, shall be convened.

ARTICLE XI

Nominating Committee

Section 1: Formation. The President shall convene a Nominating Committee for the purpose of nominating individuals to serve as Officers and Executive Committee Chairpersons, other than the Chairpersons of each of the school’s Home and School Committees, and whose selection will be voted upon at the next annual meeting of the Members. The composition of the Nominating Committee shall be confirmed by the Executive Committee no later than its February meeting.

Section 2: Composition. The Nominating Committee shall be composed of the following members: One member who is a member of the Board of Trustees selected by the President and will serve as Chairperson and member of the Nominating Committee; and one member representing each of the Moorestown Public Schools’ populations and selected by the Chairperson of that school’s Home and School Committee. The Nominating Committee shall include no more than one member who has served on the previous year’s Nominating Committee. The immediate past president, so long as he or she serves as an ex-officio member of the Board of Trustees, shall serve as an ex-officio member of the Nominating Committee, without voting privileges.

Section 3: Nomination. The Nominating Committee shall select one nominee for each position to be filled and shall report the same at the Executive Committee meeting in February. When selecting the nominees, the Nominating Committee shall take into consideration the preference of this Corporation that the composition of the Executive Committee reflects a change of the identity of at least thirty percent (30%) of the Committee’s members each year. Additional nominations for the positions to be filled may be submitted by a Member at the April meeting of the Executive Committee either in person or in writing by submitting such written submission to the chair of the Nominating Committee at least five days prior to the April meeting.

Consent to serve must be given by each nominee before such nominee’s name may be placed on the ballot.

Section 4: School Committee Nominations. For a discussion of the nomination procedure for school Home and School Committee Chairpersons, see Section 5 of Article X.

ARTICLE XII

Conflict of Interest

Section 1: If a transaction is fair to the Corporation at the time it is authorized, approved or ratified, the fact that a Trustee or a Chairperson of the Corporation is directly or indirectly a party to the transaction is not grounds for invalidating the transaction.

Section 2: In a proceeding contesting the validity of a transaction described in Section 1, the person asserting validity has the burden of proving fairness unless (i) the material facts of the transaction and the interest or relationship of the Trustee or Chairperson were disclosed or known to the Board of Trustees and the Board authorized, approved or ratified the transaction by the affirmative votes of a majority of disinterested Trustees, even though the disinterested Trustees be less than a quorum; or (ii) the material facts of the transaction and the interest or relationship of the Trustee or Chairperson were disclosed or are known to the members of the Executive Committee, and they authorized, approved or ratified the transaction by affirmative vote of the members of the Executive Committee without counting the vote of any member who is an interested Trustee or Chairperson.

Section 3: The presence of the Trustee or Chairperson, who is directly or indirectly a party to the transaction described in Section 1, or a Trustee or Chairperson who is otherwise not disinterested, may be counted in determining whether a quorum is present but may not be counted when the Board of Trustees or the Executive Committee takes action on the transaction.

Section 4: For purposes of this Article, a Trustee or Chairperson is “indirectly” a party to a transaction if the other party to the transaction is an entity in which the Trustee or Chairperson has a material financial interest or of which the Trustee or Chairperson is an officer, director or general partner.

ARTICLE XIII

Indemnification of Directors and Officers

(a) For the purposes of this Article, “agent of the corporation” means any person who is or was a trustee, chairperson, director, or officer of the Corporation; “proceeding” means any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative, including all appeals; and “expenses” include without limitation attorneys’ fees and any expenses of establishing a right to indemnification under this Article.

(b) The Corporation shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the Corporation to procure a judgment in its favor) by reason of the fact that such person is or was an “agent of the corporation, “against expenses, judgments, fines, penalties, amounts paid or to be paid in settlement, and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the Corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of the Corporation or that the person had reasonable cause to believe that the person’s conduct was unlawful.

(c) The Corporation shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any proceeding by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was an “agent of the Corporation, “against expenses, judgments, fines, penalties, amounts paid or to be paid in settlement, and other amounts actually and reasonably incurred by such person in connection with such proceeding. No indemnification shall be made under this subsection (c)in respect of any claim, issue, or matter as to which a court of competent jurisdiction, after exhaustion of all appeals, has found that the agent engaged in acts or omissions that involve negligent or intentional misconduct or a knowing and culpable violation of law, unless and only to the extent that the court in which such proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity and then only to the extent that the court shall determine.

(d) To the extent that an “agent of the corporation “has been successful on the merits in defense of any proceeding referred to in subsection (b) or (c) or in defense of any claim, issue, or matter therein, the Corporation shall indemnify the agent against expenses actually and reasonably incurred by the agent in connection therewith.

(e) Except with respect to indemnification made pursuant to subsection (d), any indemnification under this Article shall be made by the Corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in subsection (b) or (c), by the following:

(1) A majority vote of a quorum of the Board of Trustees who are not parties to such proceeding.

(2) If such a quorum of trustees is not obtainable, by independent legal counsel in a written opinion, or, even if obtainable but a quorum of disinterested Trustees so directs, by independent legal counsel in a written opinion; or

(3) A majority vote of a quorum consisting of the members of the Executive Committee who are not parties to such proceeding.

(f) Expenses incurred by an “agent of the corporation “in defending any proceeding shall may be advanced by the Corporation to the agent prior to the final disposition of such proceeding, upon receipt of an agreement by or on behalf of the agent to repay such amount if it is determined ultimately that the agent is not entitled to be indemnified pursuant to this Article.

(g) If any of the provisions of this Article are amended, modified, or rescinded so that the scope or effectiveness of the indemnification provided by this Article is in any way reduced or altered, with the exception of changes that result from a change in the law or in the interpretation of the law, such reduction or alteration in scope shall not apply to the Corporation’s right and duty to indemnify (a) with respect to actions taken by “agents of the corporation “prior to the adoption of such amendment, modification, or rescission of this Article.

(h) The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any statute, provision in the Articles of Incorporation, Bylaws, agreement, vote of disinterested members of the Executive Committee or disinterested Trustees, or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, to the extent such additional rights to indemnification are authorized in the Corporation’s Articles of Incorporation.

(i) The indemnification provided by this Article is intended to be and are is hereby deemed a continuing contractual obligations of the Corporation to the “agents of the corporation.” All obligations of the Corporation that are contained herein shall continue thereafter so long as any such person may be subject to any possible claim or proceeding by reason of the fact that such person was serving the Corporation as an “agent of the corporation,” regardless of whether such person has ceased to be an “agent of the corporation.” All obligations of the Corporation that are contained herein shall inure to the benefit of the heirs, executors, and administrators of “agents of the corporation” entitled to indemnification hereunder.

(j) The Corporation shall have the power to purchase and maintain insurance on behalf of any “agent of the corporation” against any liability asserted against or liability or expenses incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the Corporation would have the power to indemnify the agent against such liability or expenses under the provisions of this Article.

(k) Each of the provisions of this Article is a separate and distinct provision and is independent of the others. If any provision of this Article shall be held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect the validity or enforceability of the other provisions of this Article or of the other provisions of these Bylaws.

ARTICLE XIV

Contracts, Checks, Deposits & Funds

Section 1: Contracts. The Board of Trustees may authorize any Officer or Officers, Chairperson or Chairpersons, agent or agents of the Corporation, in addition to the Officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Notwithstanding the foregoing, the Board of Trustees shall not authorize any Trustee, Chairperson, Officer or Member to serve at the request of the Corporation as trustee, chairperson, director or officer of another corporation, partnership, joint venture, trust or other enterprise.

Section 2: Checks, Draft, etc. 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 or Officers of the Corporation and in such manner, as provided in these Bylaws or as shall from time to time be determined by resolution of the Board of Trustees.

Section 3: Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Executive Committee may select.

Section 4: Gifts. The Executive Committee or any member of the Board of Trustees may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation.

Section 5: Ways and Means Committee. The Ways and Means Committee shall serve as the fundraising arm of the Corporation and, as such, shall, among other things, be charged with the responsibility of raising funds to support the operating budget of the Corporation. When determining its fundraising activities, the Ways and Means Committee shall take into consideration the fundraising efforts of other school organizations and the selection of fundraising events shall be subject to approval of the Executive Committee

Section 6: Disbursement of Budgeted Monies. All budgeted funds shall be expended for their designated purpose by August 31 of the fiscal year to which they are budgeted, other than amounts set aside as part of a continuing endowment fund. Any funds remaining in an individual school’s Home and School Committee account will be carried over in such school’s Special Project Fund to the following year. In addition, notwithstanding the foregoing, funds remaining in an individual school’s Special Project fund or Cultural Enrichment fund may be carried over in such account to the following year. Such carry-over must be approved by a majority vote of the Members present at a meeting of the individual school’s Home and School Committee.

The expenditure of Cultural Enrichment funds and Special Project funds must be approved by a majority vote of the Members present at a meeting of the individual school’s Home and School Committee for whose school the funds are to be expended.

In the event that there shall be determined at the end of the Corporation’s fiscal year that an individual school’s Home and School Committee shall have recognized inadvertently a profit in connection with any activity or activities conducted by that school’s committee, such funds shall be deposited in the general Scholarship fund of the Corporation.

Section 7: Endowment Funds. The Executive Committee, by a two-thirds majority vote, may designate and set aside such funds as it shall determine to establish, for a specific purpose designated by the Executive Committee an endowment fund for a term of years or having perpetual existence. Such endowment fund shall be deposited in accordance with this Article. An amendment to or repeal of the resolution establishing such an endowment fund shall require a two-thirds majority vote of the Executive Committee.

Section 8: Scholarships. Funds awarded by the Scholarship Committee shall be paid directly to the recipient by the September following the award, upon verification that the recipient is currently enrolled in an “educational organization” within the meaning of Section 117 of the Internal Revenue Code of 1986, as amended. If for any reason the awarded monies cannot be expended by that time, the monies shall remain in the endowment fund, if any, from which they were to be paid or, if they were not to be paid from an endowment fund, shall revert to the general treasury. The Scholarship Committee may then make substitute awards.

Section 9: Commercial Ventures. The Corporation may not sponsor any commercial venture which requires the participation of the school population, as in product testing, or otherwise makes use of the Corporation’s resources including, but not limited to its Membership list or school directories.

ARTICLE XV

Books and Records

The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Members, Executive Committee and Board of Trustees, and shall keep at the registered or principal office a record giving the names and addresses of the Members entitled to vote. All books and records of the Corporation may be inspected by any Member or his or her agent or attorney for any proper purpose at any reasonable time.

ARTICLE XVI

Fiscal Year

The fiscal year of the Corporation shall end on the last day of August in each year.

ARTICLE XVII

Seal

The Board of Trustees may provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation and the words “Corporate Seal, Moorestown Home and School Association, Inc.”

ARTICLE XVIII

Waiver of Notice

Whenever any notice whatever is required to be given under the provisions of the Act or under the provisions of the Articles of Incorporation or by the Bylaws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XIX

Amendments to Bylaws

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a two-thirds of the Members present at any regular meeting or at any special meeting, provided that at least ten (10) days’ written notice is given of intention to alter, amend or repeal or to adopt new Bylaws at such meeting. Prior to such meeting, the President shall hold a hearing to discuss any proposed alteration, amendment or repeal of the Bylaws and any new Bylaws, provided that at least ten (10) days’ written notice is given of such hearing to the Members and that copies of the proposed Bylaws are made available in the offices of each of the Moorestown public schools during such ten (10) day period. The Board of Trustees may, by a two-thirds vote of the entire Board, amend the Bylaws subject to ratification by the membership at the next meeting of the Corporation, and such action by the Board shall be binding on such Corporation until ratified or rejected by the Membership. These Bylaws are to be reviewed every three years by a committee appointed by the President.

APPENDIX A

STANDING AND SPECIAL COMMITTEES ORGANIZATIONAL CHART

First Vice President

School Home and School Committees

Art Goes to School

Art Through the Ages

Community Service

Cultural Enrichment Programs

Fingerprinting

Project Democracy

Scholarships

Welcoming Families

Second Vice President

Assistant Chairperson Ways and Means

Adult Social

Book Fair

Cookie Sales

Corporate Sponsorship/Direct Appeal

Family Fun Event

Gift Wrap

Kids Stuff Books

Promotional Programs

School Merchandise

Spiritwear

Third Vice President

Calendar

Directory

eCom

Hospitality

Internet

Legislative

Membership

Publicity

Permanent link to this article: http://moorestownhomeandschool.com/info/by-laws/