Name and Offices
The name of the Corporation shall be The Maple Street School and is hereafter referred to in these By Laws as the Corporation. The principal offices of the Corporation shall be in the City of New York, County of Kings as the Board of Directors may from time to time determine.
- The purposes for which the Corporation is formed are those set forth in its provisional chapter adopted by the New York State Board of Regents on January 23, 1991, namely, to conduct, operate and maintain an affordable and sustainable nursery school for children from two to five years of age. The Corporation is not formed for pecuniary profit or financial gain, and no part of the assets, income, or profit of the Corporation shall be distributable to, or inure to the benefit of any individual, and no officer or member of the Corporation shall receive or be entitled to receive any pecuniary profit from the operations thereof. Employees of the Corporation shall receive reasonable compensation for services.No substantial part of the activities of the Corporation shall be carrying on propaganda, or otherwise attempting, to influence legislation (except to the extent authorized by Internal Revenue Code Section 501(h), as amended, or the corresponding provision of any future United States Internal Revenue Law, during any fiscal year or years in which the Corporation has chosen to utilize the benefits authorized by the statutory provision), 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.
- The purposes of the Corporation are governed and qualified by the basic policies set forth in Article III.
- The Corporation shall be noncommercial, nonsectarian and nonpartisan.
- The Corporation shall operate and function as a cooperative, whereby each and every member of the Corporation shall be obligated and have the right to contribute their time and services on a regular basis to the Corporation, and to participate in the general activities of the Corporation and of the School, as directed by the Board of Directors or its officers. The governance and management of the Corporation shall be vested in the Board of Directors.
- The name of the Corporation or the names of any officers in their official capacities shall not be used in any connection with a commercial concern, nor with any partisan interest, or for any other purpose not appropriately related to promotion of the purposes of the Corporation as enumerated in Article II of these By Laws.
- The Corporation may work with or cooperate with schools or other educational facilitates to support the advancement of education in a manner that will not interfere with administration of such schools or facilities and shall not seek to control their policies.
- The Corporation may work with or cooperate with other organizations and agencies concerned with the welfare of children, but persons representing the Corporation in such matters shall make no commitments that bind the Corporation without the approval of the Board of Directors.
Membership and Dues
- Each family that enrolls one or more children in the Corporation becomes a Member of the Corporation upon execution of an enrollment contract and payment of a membership fee. The amount of such membership fee shall be determined and approved by the Board of Directors from time to time. Membership in the Corporation shall be available without regard to race, color, creed, national origin, marital status or sexual orientation. A Member remains a Member of the Corporation for the duration of his or her child or children’s enrollment and such membership terminates only upon withdrawal of that Member’s child or children from the School. These Members are hereafter referred to as “Regular Members”. Upon termination of membership, any amount of the membership fee to be refunded shall be at the sole discretion of the Board of Directors.
- Each Regular Member of the Corporation shall pay tuition annually to constitute such Member’s annual dues to the Corporation, in the amount, manner and at the time agreed to by the Board of Directors and shall pay such other amounts as the Board of Directors may determine from time to time.
- Notwithstanding the above, those families that were Regular Members for at least six (6) months, but who no longer have a child or children enrolled in the School, shall be eligible to become Alumni Members in any calendar-year in which such family contributes at least twenty-five dollars ($25) to the School.
- All Members who are current in payment of tuition and fees shall be eligible to participate in the Corporation’s business meetings, or to serve in any of its elective or appointive positions, as described elsewhere in these By Laws.
- The Corporation shall conduct an annual enrollment of Members at the beginning of each academic year, but families may be admitted to membership at any time.
- Management of the Corporation.
The Corporation shall be managed by the Board of Directors, which shall consist of not less than seven nor more than 15 directors. Two-Thirds (2/3rds) of the Directors shall be Regular Members of the Corporation and at least two (2) of the Directors shall be Regular Members, each of whom shall be designated as “at large” Directors. Each director shall be a Member and at least nineteen years of age.
- Election and Term of Directors.
At the January and June general membership meetings, the membership shall elect directors to hold office for a one-year term. At-large Directors shall serve a two year term. Each director shall hold office until the expiration of the term for which he or she was elected and until his or her successor has been elected and shall have qualified, or until his or her prior resignation or removal.
- Increase or Decrease in Number of Directors.
The number of directors may be increased or decreased by vote of the Members or by a vote of a majority of all of the Directors provided such change in the number of Directors is approved at the next general meeting of the Members. Notwithstanding the foregoing, no decrease in number of Directors shall shorten the term of any incumbent director.
- Newly Created Directorships and Vacancies.
Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the Board of Directors for any reason except the removal of directors without cause may be filled by a vote of a majority of the directors then in office, although less than a quorum exists, unless otherwise provided in the certificate of incorporation. Vacancies occurring by reason of the removal of directors without cause shall be filled by vote of the Members. A director elected to fill a vacancy caused by resignation; death or removal shall be elected to hold office for the unexpired term of his or her predecessor. All newly created directorships or any vacancies fill by the Board of Directors shall be subjected to the approval of the membership at the next scheduled general meeting.
- Removal of Directors.
Any or all of the directors may be removed for cause by vote of the Members or by action of the Board of Directors. Directors may be removed without cause only by vote of two-thirds (2/3rds) of the Members.
A director may resign at any time by giving written notice to the Board of Directors or the secretary of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt of the notice by the Board of Directors or such officer, and the acceptance of the resignation shall not be necessary to make it effective.
- Quorum of Directors.
Unless otherwise provided in the certificate of incorporation, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business or of any specified item of business.
- Action of the Board of Directors.
Unless otherwise required by law, the vote of a majority of the directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board of Directors. Each director present shall have one vote.
- Place and Time of Meetings of the Board of Directors.
The Board of Directors may hold its meetings at the office of the Corporation or at such other places, either within or without the state, as it may from time to time determine. Meetings of the Board of Directors are open to all Members and such other individuals as the Board of Directors may invite from time to time.
- Regular Annual Meeting.
A regular annual meeting of the Board of Directors shall be held reasonably promptly following the annual meeting of Members at the place of such annual meeting of Members.
- Notice of Meetings of the Board of Directors, Adjournment.
Regular meetings of the Board of Directors may be held without notice at such time and place, as it shall from time to time determine. Special meetings of the Board of Directors shall be held upon notice to the directors and may be called upon three days’ notice to each director either personally, by mail or by email; special meetings shall be called by the chairperson(s) or by the secretary in a like manner on written request of two directors. Notice of a meeting need not be given to any director who submits a waiver of notice whether before or after the meeting or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to him/her.
A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given all directors who were absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors.
At all meetings of the committees of the Board of Directors, the chairperson(s) chosen by the Board of Directors shall preside.
- Executive and Other Committees.
The Board of Directors, by resolution adopted by a majority of the entire Board of Directors, may designate from among its members an executive committee and other committees, each consisting of three or more members. Each such committee shall serve at the pleasure of the Board of Directors.
- Officers, Election, Term.
Unless otherwise provided for in the certificate of incorporation, the Members shall elect co-chairperson(s), a secretary and a treasurer, and such other officers as it may determine, whom shall have such duties, powers and functions as hereinafter provided. Each officer shall hold office for a one (1) year term and until her/his successor has been elected or appointed and qualified. Whenever possible, efforts shall be made to stagger the one (1) year terms of the officers of the Board of Directors to ensure continuity in leadership.
- Removal, Resignation, Salary.
The Board of Directors may remove any officer, with cause, whether such office is elected or appointed. In the event of the death, resignation or removal of an officer, the Board of Directors in its discretion may elect or appoint a successor to fill the unexpired term. The same person may hold any two or more offices, except the offices of chairperson and secretary. Officers shall serve without salary.
The co-chairperson(s) shall be the chief executive officers of the Corporation; preside at all meetings of the members and of the Board of Directors; s/he shall have the general management of the affairs of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect.
The treasurer shall have the care and custody of all the funds and securities of the Corporation, and shall supervise the deposit of all funds in the name of the Corporation in such financial institution as the directors may elect; s/he shall, when duly authorized by the Board of Directors, sign and execute all contracts in the name of the Corporation, shall be a signatory on the Corporation’s bank account; s/he shall arrange for the books and accounts to be available to any director or Member of the Corporation upon application at the office of the Corporation during ordinary business hours. At the end of each corporate year, s/he shall have an audit of the accounts of the Corporation made by a committee appointed by the chairperson, and shall present such audit in writing at the Annual Meeting of the Members, at which time s/he shall also present an annual report setting forth in full the financial conditions of the Corporation including the budget for the following academic year.
The secretary shall keep the minutes of the Board of Directors and also the minutes of the Members. S/he supervise custody of the seal of the Corporation and shall direct that the seal be affixed and attest the same to documents when duly authorized by the Board of Directors. S/he shall attend to the giving and serving of all notices of the Corporation, and shall have charge of such books and papers as the Board of Directors may direct; and perform all the duties incidental to her/his office. S/he shall supervise the keeping of a membership roll containing the names, alphabetically arranged, of all persons who are Members of the Corporation, showing their places of residence and the time when they became Members.
Duties of the Board of Directors/Members
- The Board of Directors shall provide stewardship for the needs, obligations and operation of the School, including setting tuition and other fees; hiring and supervision of necessary staff; determining the School’s program; and other necessary matters.
- The Board of Directors shall also have the authority to enter into lease or equivalent arrangements for the School’s facility and to enter into longterm financial commitments on behalf of the School, including the taking of any loans, shall rest solely with the Board of Directors.
- The Board of Directors shall create committees and appoint members thereto; and approve the plans of work of the committees.
- The Board of Directors shall present a report at each General Meeting of the Corporation of the status of the Corporation.
- The Board of Directors shall present an annual budget for the upcoming school year to the Members at a General or Special Meeting of the Members
Meetings of the Corporation
- General meetings of the Corporation shall be held on three occasionsduring the school year, as determined by the Board of Directors, at the Maple Street School, at such time as may be established by the Board of Directors and as provided on notice by the Board of Directors (the “General Meetings”). At least ten (10) days notice shall be given of the date set for each General Meeting to all Members.
- Special meetings may be called by the Board of Directors, upon at least five days notice to all Members (a “Special Meeting”).
- The Annual Meeting of the Corporation shall be in June, unless otherwise provided on notice to all Members.
- One half of the Members shall constitute a quorum for the transaction of business in any General Meeting or Special Meeting of the Corporation. If the Director or any member of the teaching staff is or becomes a Member of the Corporation, such Director or employee shall be entitled to one vote in the Corporation at General Meetings, except on matters concerning employment.
- The chairperson(s) of the Board of Directors shall preside at General Meetings and Special Meetings of the Corporation.
- To assist in the administration of the School and its programs, the Board of Directors may create committees from time to time, when in its judgment, it determines that a committee is necessary or required to perform a certain task, and shall appoint a chairperson from among the Members.
- The chairperson of each committee shall present a plan of work or a report for approval whenever requested or necessary. No substantive committee work shall be undertaken in the name of the Corporation without the explicit consent of the Board of Directors.
- The power to form special committees and to appoint their members rests solely with the Corporation, acting through its Board of Directors.
- The chairperson(s) of the Corporation shall be a member ex-officio of all committees.
The Seal of the Corporation shall be circular in form and have inscribed thereon the name of the Corporation, the year of the grant of its provisional charter, and the words “Corporate Seal” and “New York”.
These By Laws may be amended, repealed or altered in whole or in part by a two-thirds (2/3) majority vote of Members of the Corporation present and voting at a General Meeting or Special Meeting of the Corporation, provided that notice of the proposed By Laws is circulated to Members at least ten (10) days in advance of such meeting. Further modification of the By Laws may be proposed at such General Meeting or Special Meeting and voted on immediately.