Bylaws & Guidelines

Community Montessori School BY-LAWS
approved April 2002

Article I Name

This group shall be known as Children?s Community School, Inc. D/B/A Community Montessori School, a non-profit corporation, herein called "The School." The Executive Director shall be responsible for renewal of Assumed Name Certificate of Ownership For An Incorporated Business (D/B/A) Forms every ten years, in years divisible by ten.

Article II Ideology

Section A Purposes.

The corporation is organized exclusively for educational, scientific, and charitable purposes within the meaning of Section 501 (C) (3) of the Internal Revenue Code of 1954. The School shall bring into closer relationship the home and the school so that parents and teachers may cooperate in the education of children; shall encourage the process of learning for all in the classroom using the Montessorian philosophy and methods; and shall provide a classroom structure based upon discovery, exploration, and learning through active participation.

The organization shall be non-sectarian and non-partisan. No commercial enterprise, nor any candidate shall be endorsed by it. Neither the name of the organization, nor any of its officers in their official capacities shall be used in connection with a commercial concern, nor with any partisan interest, nor for other than the regular work of the organization.

Section B Provision for the By-Laws.

The changing nature of the corporation makes it necessary to establish fundamental premises, which are constant throughout the existence of the corporation; these shall be called the By-Laws.

Section C Provision for School Handbooks.

Specific suggestions for the activities and operation of the organization shall be called the Handbooks. They are meant to be flexible in order to accommodate the changing nature of the corporation; yet, substantive enough to provide a reasonable guideline for the continuous operation of the corporation. There shall exist: 1) a Board Operating Procedures Handbook, 2) the Teacher and Staff Handbook, and 3) a Parent Handbook. The Board shall approve revisions to the Handbooks; and any changes shall be reported in the next newsletter for the general membership.

Article III Membership

Section A Eligibility.

Membership shall consist of parents or legal guardians of participating children and other interested parties. Members must also meet other qualifications set forth in the By-Laws and Handbooks. 

Section B Classes of Membership.

1.  Parent members are those families with one or more children enrolled in the school.

a. At least one parent from each family is required to serve on a minimum of one Standing Committee or the Board of Directors at all times, unless the family opts to pay monthly non-participation fees, which will be determined and set by the Board.

b. Parent members are required to participate in special projects, and meet all financial obligations within the prescribed time as set by the membership on recommendations of the Board of Directors.

2.  Non-parent members are those who contribute financially or vocationally to the School.

3.  For failure to meet parent member responsibilities or for other compelling reasons, the Board may take necessary action including dismissal of the family from the Membership.

Section C Voting.

The corporation shall observe the following conditions for voting at meetings:

1. Each family of a student in the school shall be entitled to one vote. A family having more than one student in the school shall not be entitled to more than one vote.

2. Non-parent members may not vote at membership meetings.

3. At any membership meeting, each family having the right to vote shall be entitled to vote in person or by written proxy. Such written proxy shall be filed with the Secretary prior to or at the time of the meeting, and shall be limited to "yea","nay" or "abstain" on a particular question. If members of a family differ in using a vote or proxy, one vote shall be divided between them. Unless differing written proxies of votes are registered at the meeting, any member of a family shall have the right to vote in behalf of all members of the family.

4. Teachers are extended voting privileges. If a teacher is also a parent, the family shall still be limited to one vote per family.

Article IV Membership Meetings

Section A Parent Meetings.

There shall be at least two regular meetings per year. The time and place will be determined by the Board.

1. One meeting shall be in January for the purpose of presenting an outline for the upcoming fiscal year, and any other business, which may arise.

2. One meeting shall be in April for the election of Board members, receiving of reports and any other business, which may arise.

Section B Additional Meetings.

There shall be a Parent Orientation meeting at the beginning of each new school year. The Board shall determine the need for and schedule any additional regular meetings.

Section C Special Meetings.

Special meetings may be called on the request of a majority of the Board of Directors or of 20% of the parent members. The purpose of the meeting shall be stated in the call. Except in cases of emergency, at least seven-calendar days notice shall be given.

Section D Membership Quorum.

A Quorum shall consist of one-quarter of the member families represented in person. When a quorum is present, a simple majority of votes shall decide any question, unless otherwise stated in these By-Laws. Any vote requiring a quorum must have a quorum present at time of the vote.

Section E Written Notice.

Written notice of all things scheduled to be voted on must be presented to the voting members at least five school days prior to the meeting.

Section F Membership Voting Responsibilities.

Matters upon which members shall vote include: (1) changes in the By-Laws; (2) election of the new members of the Board of Directors; (3) ratification of any Board action which would jeopardize the corporation?s status under Section 501 (C) (3) of the Internal Revenue Code; and (4) dissolution of the corporation.

Article V Board of Directors

Section A Definition, Power and Authority.

The affairs of the corporation shall be managed by its Board of Directors who shall have full power and authority to act on behalf of the corporation, except as specifically stated in the Articles of Incorporation and in the By-laws. The Board shall have the responsibility for establishing policy for the management of the corporation.

Section B Duties and Responsibilities.  

The primary duties and responsibilities of the Board of Directors must include the following:  

1. Ensure that School operations are consistent with the Montessori philosophy and in the best interests of its students, parents and teachers.

2. Prepare Annual Operating Budget and conduct all fundraising activities for the School.

3. Promote the School among the community.

4. Approve long-range plan for the School and set annual goals for the Board.

5. Approve goals for the Executive Director, as set forth by the Personnel Committee, and evaluate the Executive Director annually.

Section C Structure.

The Board of Directors shall consist of fifteen Directors elected by the voting membership. Each newly elected Board member shall complete a Board training and orientation program before taking office at the next regular Board meeting. Only one member per family may hold a Board position at a time. No more than four Board positions may be held by non-parent members at a time.

Section D Terms

Members of the Board of Directors shall serve for three year staggered terms, with five Board positions replaced each year in April. The Board shall present an approved slate of nominees or nominations may be made from the floor by the parent membership. Nominations from the floor must have the consent of the nominee prior to the election.

Section E Resignations, Vacancies and Removal of Directors.

A resignation by a Director must be submitted in writing to the President and must state the effective date of resignation. Vacancies occurring on the Board of Directors shall be filled by the remaining Directors from a slate of nominees presented by the Nominating Committee. Each person so elected shall serve until the next general election. Any Director may be removed with or without cause, at any special or regular meeting of the Board by the affirmative vote of two-thirds of the entire Board of Directors.

Section F Non-Compensation.

Elected Directors shall not be compensated for their service. The Board may approve repayment for any expenses incurred by a Director in connection with the performance of his or her duties.

Section G Agenda.

Unless otherwise ordered by the Board, regular monthly Board meetings will be held. An agenda must be posted at the school five calendar days prior to Board meetings. Members are welcome to observe meetings. If a member wishes to speak to an agenda item, the President must be notified prior to the meeting. All matters of grievability or conflict must be handled through the policies and

procedures set forth in the handbooks.

Section H Special Meetings.

Special meetings of the Board may be called by the President or upon written request of any two Board members. Notice of any special meeting of the Board shall be given to each Director at least five days prior to the meeting in person or by telephone.

Section I Voting and Board Quorum.

At all meetings of the Board, a majority of the Board of Directors shall constitute a quorum for the transaction of business. If less than a majority of the Directors is present, a majority of the Directors present may adjourn the meeting. Each Board member shall have one vote on all matters and no voting proxy shall be permitted.

Section J Board Action.

Action taken by the majority of the Directors without a meeting is nevertheless Board action, if written consent to the action in question is signed by all Directors and filed with the minutes of the proceedings of the Board, whether done before or after the meeting by means of conference telephone or similar device, which allows persons participating in the meeting to communicate with each other. Any person participating in this manner shall be deemed to be present at the meeting.

Section K Open and Executive Sessions.

All meetings of the Board of Directors shall be open except when the Board votes to go into executive session. Upon a motion made and seconded and a majority vote of those present, the Board may go into executive session to discuss the following matters: grievances; personnel matters; real property negotiations; considerations of the validity, settlement or other disposition of a claim or lawsuit; and to consult with an attorney, to the extent that confidentiality is required in order for the attorney to exercise his or her ethical duties as a lawyer and any other matters, the public disclosure of which would tend to imperil the privacy rights of a particular person or family. If the Board votes to deliberate in executive session, the Board shall not vote while in executive session but shall vote in an open meeting following a discussion by those members present and requesting to be heard.

Section L Conflict of Interest.

All members of the Board of Directors will adhere to the Conflict of Interest policy as set forth in the Board Operating Procedures Handbook.

Article VI Officers

Section A Officers.

The officers of the corporation shall be the President, President-Elect, Secretary and Treasurer. No two offices may be held by the same person.

Section B Election and Requirements.

Officers shall be elected by the Board of Directors at the May Board meeting for a term of one year. All officers shall be parent members at the School and members of the Board of Directors elected by the membership.

Section C Removal of an Officer.

Any officer elected by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, it would serve the best interests of the corporation. An affirmative vote of two-thirds of the entire Board of Directors shall be required for removal of the officer.

Section D Vacancy.

Any vacancy in any office shall be filled by appointment of the Board of Directors. Any person so appointed shall serve for the unexpired portion of the term.

Article VII Duties of Officers

Section A President

The President shall:

1. Be the principal officer of the corporation and shall perform all duties incident to the office of President of the corporation.

2. Preside at all meetings as a voting member of the Board of Directors and membership.

3. Assign special projects or matters to Standing Committees as may be appropriate.

4. Perform other duties as set forth in the Board Operating Procedures Handbook.

5. Sign all notes, liens, and contracts for the School upon the approval of the Board.

6. Act as chair of the Executive committee.

Section B President-Elect

The President-elect shall:

1. Perform all of the duties and exercise the powers of the President should the President be unable to serve.

2. Perform other duties as may be delegated by the President or Board of Directors and as set forth in the Board Operating Procedures Handbook.

3. Shall become the President the following year after his or her term as President-Elect, unless he or she is disqualified or refuses to serve.

4. Serve as a member of the Executive Committee.

5. Act as chair of the Nominating Committee.

Section C Secretary

The Secretary shall:

1. Keep and have charge of all records not specifically charged to other officers.

2. Cause a written record to be kept of all meetings of the Board of Directors and membership.

3. Keep a written file of the content of all reports and correspondence between Board and Standing Committees.

4. Give or cause to be given required notice of all meetings of the Board of Directors and membership.

5. Serve as Parliamentarian at all meetings of the Board of Directors and membership.

6. Perform other duties delegated by the President or Board of Directors and as set forth in the Board Operating Procedures Handbook.

7. Keep written records of attendance at all meetings.

8. Keep accurate and current copies of the By-Laws and Board Operating Procedures Handbook.

9. Sign notes, liens and contracts for the School as required.

10. Serve as a member of the Executive Committee.

 Section D Treasurer

The Treasurer shall:

1. Be the principal financial officer of the corporation and oversee the management of all funds and securities of the corporation.

2. In conjunction with the Business Accounts Manager, monitor the balances in the corporation's bank accounts and inform the Board of Directors of any extraordinary items.  Report such in the monthly treasurer's Report.

3. In conjunction with the Business Accounts Manager, monitor the corporation's accounts receivable balances and communicate with families with delinquent accounts.  Devise payment plans for such accounts.  Advise the Board of Directors in cases of ongoing delinquency or other concerns..

4. Execute documentation for all financial relationships and appoint Authorized Signatories for the corporation's bank accounts.

5. Perform other duties as delegated by the President or Board of Directors and as set forth in the Board Operating Procedures Handbook.

6. Serve as a member of the Executive Committee and of the Finance and Audit Committee.

Article VIII Standing Committees

Section A Committees

There shall exist Standing Committees as follows: Executive, Finance and Audit, Friends of Montessori, Nominating, Financial Assistance and other Standing and Ad-Hoc Committees as deemed appropriate by the Board of Directors. The Board Operating Procedures and Parent Handbooks will list all current Committees with a narrative description and their duties and responsibilities. Standing Committees shall be determined to be those of indefinite need. Ad-Hoc Committees shall be of a limited duration and scope, of which the Board shall be responsible for approving its duration of existence, acting Chair, liaison to the Board, goals and guidelines.

Section B Job Descriptions

Standing Committees shall work under the direction of the Board of Directors pursuant to the job description included in the Board Operating Procedures Handbook.

Section C Chairpersons

The Chairpersons of the above Committees must be members of the Board of Directors. Standing Committee chairpersons shall be appointed by the Board of Directors and shall follow the guidelines set forth in the Board Operating Procedures Handbook. If the Committee Chair is not a member of the Board of Directors, a Board member will be assigned by the Executive Committee as oversight for the reporting of Committee business and issues.

Section D Executive Committee

The Executive Committee shall consist of the officers of the corporation and the Past President. The Executive Committee shall perform, as needed, the usual functions of the Board of Directors in routine management of the affairs of the corporation during the intervals between meetings of the Board of Directors. The Executive Committee shall be the visionary body of the School, responsible for recommending to the Board of Directors long-range planning and goals. The Executive Committee shall be responsible for developing and maintaining a Board orientation and training program. The President shall inform the Board of all action taken by the Executive Committee. The President or Executive Director shall call meetings as needed.

Section E Finance and Audit Committee

The Finance and Audit Committee shall consist of the Treasurer, the Executive Director, the Business Manager and three other Board-appointed members, including the chair. The committee will:

• Recommend an annual budget to the Board.
• Prepare and review expenditure reports for presentation to each Board meeting and the Parent meetings.
• Recommend an auditor to review the financial position of the corporation.

Section F Friends of Montessori

The Friends of Montessori Committee shall be chaired by a Board member and shall consist of any interested members of the general parent membership. The Committee shall have the responsibility for coordinating and oversight for all fundraising activities of the School.

Section G Nominating Committee

The Nominating Committee shall consist of the President-elect, the President and two other Board members appointed by the Board. The Nominating Committee?s duties shall include: making recommendations for the nomination of potential candidates for the Board of Directors and for vacancies on the Board.

Section H Financial Assistance Committee

The Financial Assistance Committee shall be chaired by a member of the Board of Directors and shall consist of any interested members of the general parent membership.  The Committee shall have the responsibility or researching, developing and overseeing a comprehensive scholarship and financial aid program.

Article IX Executive Director

The Executive Director is hired by the Board of Directors. The Executive Director shall carry out the broad educational policies established by the Board and act within the limits of the financial policy set by that body. Within these basic guidelines, the Executive Director determines the methods for carrying out Board policies, creates operational policy, oversees the business operation, develops and evaluates student programs and services, provides administrative and professional leadership for faculty and staff, orchestrates external relations, and has responsibility for the day-to-day operation. The Executive Director is an ex-officio, non-voting member of the Board of Directors. The Executive Director will appoint a Director Designee who will temporarily assume the responsibilities of the position, when the Director is off-site.

Article X Enrollment

Section A Eligiblity.

Children, regardless of race, religion, creed, national origin shall be eligible to attend the School. New parent members must agree to all membership and financial obligation criteria.

Section B Regulations

We abide by all applicable State of Texas licensing regulations and requirements with regards to enrollment.

Section C Admittance/Dismissal.

Students will be admitted or dismissed in accordance with the policies set forth in all applicable Handbooks.

Section D Suspension.

The Executive Director may suspend students as outlined in the policy set forth in all applicable Handbooks.

Section E Re-Admittance.

The procedures for re-admittance into the School are the same as for admittance. Upon receipt of all completed forms, the Executive Director will review the information and make a decision. If the decision to re-admit is denied, the family may request a review by the Board of Directors providing their argument for re-admittance in writing. The request will be reviewed and a final decision will be made and issued by the Board.

Article XI Financial

Section A Tuition and Fees.

The Board of Directors will set tuition and all fees annually. The Board will determine the schedule and collection of tuition and fees.

Section B Budget.

The Board of Directors will adopt an annual budget to be presented to the parent membership annually as set forth in the Board Operating Procedures Handbook.

Section C Non-Payment

Non-payment of fees or delinquency of account may be cause for removal of the family from the Membership.

Section D Checks, Drafts, or Orders for Payment.

All checks, drafts, or orders for the payment of money, notes, other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or 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 Directors. In the absences of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by another officer of the Corporation.

Section E Depositories.

All funds of the corporation shall be deposited to the credit of the corporation in selected banks, trust companies, or other depositories for the School funds. The selection of banks, trust companies or other depositories shall be determined by resolution of the Board of Directors.

Section F Financial Statement

A complete financial statement shall be published at least once a year.

Section G Expenditures

The Executive Director and Committee Chairs may approve expenditures according to the budget. All other expenditures must first be approved by the Board of Directors.

Section H Fiscal Year.

The fiscal year of the Corporation shall be determined by the Board of Directors and shall be noted in all applicable Handbooks.

Article XII Parliamentary Authority

The rules contained in the current edition of Robert?s Rules of Order shall govern the School in all cases to which they are applicable and in which they are not inconsistent with the By-Laws and any special rules of order the School may adopt.

Article XIII Racially Non-Discriminatory Policy

Section A Policy Statement.

The School shall admit students of any race to all the rights, privileges, programs, and activities generally accorded or made available to students at the School and the School shall not discriminate on the basis of race in administering its educational policies, admissions policies and other School-administered programs. The school shall not discriminate against applicants and students on the basis of race, color, and national or ethnic origin.

Section B Faculty and Staff.

The school shall not discriminate on the basis of race, color, and national or ethnic origin in the employment of faculty or administrative staff.

Section C Brochures and Catalogs.

A statement of the School?s racially non-discriminatory policy must be included in all brochures and catalogs dealing with student admissions programs and other School-administered programs.

Section D Advertising.

The school shall make reference to its racially non-discriminatory policy in all written advertising that it uses as a means of informing prospective students of its programs.

Section E Publicity.

The School shall publish notice of its racially non-discriminatory policy in the newspaper of general circulation that serves all racial segments of the local community at least once annually during the period of the School?s solicitation for students or, in the absence of a solicitation program, during the School?s registration period. The notice shall appear in a section of the newspaper likely to be read by prospective students and their families. Additionally, the notice must occupy at least three (3) column inches. It must have it?s title printed in at least twelve (12) point bold face type and it must have the remaining text printed in at least eight (8) point type.

Section F Form of Statement.

Any racially non-discriminatory statement required hereunder shall be in a form similar to the following:

In Bold Faced heading:

"Notice of Non-discriminatory Policy as to Students:"

The text shall read:

"The Children?s Community School, Inc. admits students of any race, color, national or ethnic origin to all the right, privileges, programs, and activities generally accorded or made available to students at the School. It does not discriminate on the basis of race, color, national or ethnic origin in administration of its educational policies, admissions policies or School-administered programs.

Section G Record Keeping.

The school shall maintain a record of the racial composition of the student body, faculty, and administrative staff for each year and shall keep copies of all material used by or on behalf of the School to solicit contributions and shall keep copies of all brochures, catalogs and advertising dealing with student admissions and other School-sponsored programs. The records hereunder shall be maintained for minimum of three (3) years beginning with the year after the year of compilation.

Section H Administration of Racially Non-discriminatory Policy.

The Board of Directors of the School shall be responsible for maintaining a racially non-discriminatory policy by issuing appropriate rules and regulations and by taking other necessary actions to insure the School?s compliance with the provisions of this Article XIII.

Article XIV Miscellaneous

Section A 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, Board of Directors, and Committees having any of the authority of the Board of Directors, 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 agent or attorney, for any proper purpose at any reasonable time.

Section B Waiver of Notice.

Whenever any notice is required to be given under the provisions of the Texas Non-Profit Corporations Act or under the provisions of the Article of Incorporation or the By-Laws 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.

Section C Definitions.

In these By-Laws and any amendments to them, references to "charitable organizations" or "charitable organization" mean corporations, trusts, funds, foundations, or community chests created or organized in the United States or in any of its possessions, whether under the laws of the United States, any state or territory, the District of Columbia, or any possession of the United States, organized and operated exclusively for charitable purposes, no part of the net earnings of which inures or is payable to or for the benefit of any private shareholder or individual, and no substantial part of the activities of which is carrying on propaganda, or otherwise attempting, to influence legislation, and which does not participate in or intervene in (including the publishing or distributions of statements), any political campaign on behalf of any candidate for public office. It is intended that the organization described in these By-Laws shall be entitled to exemption from Federal Income Tax under Section 501 (c) (3) of the Internal Revenue Code of 1954 as now in force or afterwards amended.

In these By-Laws and in any amendments to them the term "charitable purposes" shall be limited to and shall include only religious, charitable, scientific, literary, or educational purposes within the meaning of those terms as used in Section 501 (c) (3) of the Internal Revenue Code of 1954, but only such purposes as also constitute public charitable purposes under the laws of the State of Texas.

Article XV Amendments

Section A Method.

These By-Laws may be altered, amended, or repealed upon recommendation by the Board of Directors at any meeting of the members at which a quorum is present, by the affirmative vote of 2/3 majority of the members present at such meeting or represented by proxy, provided the text of the proposed alteration, amendment, or repeal be given or mailed to the members not less than ten school days prior to the date of the meeting, provided that no amendment shall authorize the Directors to conduct the affairs of this School in any manner or for any purpose contrary to the provision of Section 501 (C) (3) of the Internal Revenue Code of 1954 as now in force or afterwards amended. An amendment of the provisions of this Article XV (or any amendment to it) shall be valid only if and to the extent that such amendment further restricts the Directors' amending power. All instruments amending these By-Laws shall be noted upon, incorporated within or kept attached to the executed original of these By-Laws held by the Directors.

Section B Amending Provisions.

The Board of Directors may make such amendments to these By-Laws as may be necessary:

To maintain the School's status under the Section 501 (c) (3) of the Internal Revenue, or the regulations or revenue rulings promulgated thereunder or;

To comply with any other applicable law of any governmental entity.

Revision History

- April 26, 2005: amendments made to eliminate the Personnel committee, expansion of the Finance and Audit committee membership and formalize the director resignation process as approved by the Parent Body at the annual April Parent Meeting.

- April 27, 2004: amendments made to re-define the Treasurer's responsibilities and add the Financial Assistance committee as a standing committee, as approved by the Parent Body at the annual April Parent Meeting.

- April 25, 2002: amendments made to change the structure of the Nominating Committee approved by the Parent Body at the annual April Parent Meeting.

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