Bylaws

Amended and Restated Bylaws of the French American School of Puget Sound

Article I
Mission

The French American School of Puget Sound, a non-profit bilingual immersion school, empowers our diverse community of children to succeed in both the French and American systems and builds the foundation for each child to fully realize their potential in a multicultural world.

Article II
Members

The Corporation shall have no members.

Article III
Board of Directors

1.                  The affairs of the Corporation shall be managed by the Board of Directors, which shall also be referred to as the Board of Trustees.

2.         The Board of Trustees shall be organized into five categories of Trustees as specified below:

General Trustees: There shall be at least six and not more than fifteen General Trustees. General Trustees shall be nominated by the Committee on Trustees and elected by the Board of Trustees at the next Meeting of the Board. General Trustees shall be divided into three classes as equal in number as possible, with three-year staggered terms. The Committee on Trustees may nominate a candidate to less than a three year term in order to balance the annual turnover of General Trustees. An individual Trustee may be elected to two consecutive three-year terms; however in no case shall any one Trustee serve more than seven years as a General Trustee.

Head of School: The Head of School as appointed from time to time by the Board of Trustees shall be a member of the Board of Trustees for as long as he/she serves as Head of School. The Board of Trustees shall designate whether the Head of School Trusteeship is a voting position, which designation may be changed at any time by the Board.

President of the Parent Professor Committee: The President of the Parent Professor Committee shall be a voting member of the Board of Trustees for as long as he/she serves as President.

Faculty Representative: The Board of Trustees may designate whether there shall be a Faculty Representative on the Board. If so designated, the Faculty Representative shall be nominated by the faculty and elected by the Board. The term of the Faculty Representative shall be one year and the position shall be non-voting.

Honorary Member: The Board of Trustees may from time to time designate one or more honorary members of the Board. The position of Honorary Member shall be reserved for public officials and dignitaries whose association with the Board is to the benefit of the school. Honorary Members shall be non-voting and shall serve a term as determined by the Board.

2.                  Regular meetings of the Board of Trustees shall be held a least quarterly at a location designated by the Board. Special meetings of the Board of Trustees may be called by or at the request of the Chair, or by any two Trustees. Notice of regular and special meetings shall be given to each member at least five days previous thereto by oral and/or written notice. Notices shall include the time, and location of the meeting. Regular meetings of the Board of Trustees shall be public. Regular meetings shall be immediately followed by a non-public executive session of the Board of Trustees.

3.                  Meetings of the Board of Trustees may also be held via any medium, including electronic medium, in which all participants can clearly hear all other participants’ comments.

4.                  A majority of the voting members of the Board of Trustees shall constitute a quorum for the transaction of business at any meeting and the affirmative vote of those present with voting powers shall be the act of the Board of Trustees. Proxy voting shall not be allowed.

5.         Any action required or permitted to be taken at a meeting of the Board of Trustees may be accomplished without a meeting by the written consent of the number of voting Trustees that would be necessary to authorize or take such action at a meeting at which all the members of the Board were present. Action taken by written consent is effective when the last Trustee provides consent, unless the consent specifies a later effective date. Written consents may be provided either before or after the action taken.

6.         The annual meeting of the Board of Trustees shall be held in the month of May or June of each year. At each annual meeting the Board of Trustees shall elect a class of Trustees to succeed the class whose terms then expire; such newly elected Trustees take office at the close of such meeting. Trustees may be elected to successive terms. If the Immediate Past Chair has completed one or two full terms at the end of his/her tenure as Chair, the term of membership for such Immediate Past Chair shall be automatically extended for an additional year to ensure he/she remains a voting member of the Board.

7.         Any Trustee may be removed from the Board of Trustees at any meeting of the Board, with or without cause, by two-third of the votes cast by Trustees then entitled to vote. Notice to vote on the removal of one or more Trustees must be given written or orally to all Trustees then entitled to vote at least ten days in advance of the meeting at which such vote would be taken.

8.         Any vacancy occurring in the elected members of the Board of Trustees and any Trusteeship to be filled by reason of an increase in the number of Trustees may be filled by the affirmative vote of the majority of remaining Trustees upon nominations submitted by the Committee on Trustees. A Trustee elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office.

9.         Any Trustee may resign from the Board at any time and for any reason. Notice in the form of a letter of resignation shall be provided to the Chair who will notify the remaining members of the Board.

Article IV
Officers

  1. The officers of the Corporation shall be: a Chair of the Board of Trustees, one or more Vice-Chairs, a Secretary, a Treasurer, and the Immediate Past Chair, and such other officers as may be elected by the Board of Trustees from time to time. The Immediate Past Chair will move automatically into this position for one year following his/her last year as Chair. Each officer shall hold office until his/her successor shall have been duly elected and qualified, or until such officer’s earlier resignation or removal.
  2. The officers shall be elected annually to a one-year term by the Board of Trustees at their annual meeting. Prior to such annual meeting, the Committee on Trustees shall solicit recommendations for each officer position. The Committee on Trustees shall evaluate candidates and nominate a slate of officers for election at least five days prior to such annual meeting. Candidates may also be nominated from the floor at the annual meeting prior to any vote on such officer positions.
  3. The Head of School may not be an officer of the Board of Trustees.
  4. A vacancy in any office because of death, resignation, removal or otherwise may be filled by the Board of Trustees for the unexpired portion of the term upon nominations by the Committee on Trustees.
  5. The Chair of the Board of Trustees shall preside at all meetings of the Board. He/she shall have the authority to sign, with the Secretary or any other officer of the Corporation authorized by the Board of Trustees any deed, mortgage, bond, contract, or other instrument which the Board of Trustees has authorized to be executed, except in case where the signing and execution thereof shall be expressly delegated by the Board of Trustees to some other officer or agent of the corporation.
  6. The Vice-Chair shall carry out the function of the Chair in his/her absence. If there be more than one Vice Chair then they shall succeeded in the order designated by the Board of Trustees or, in the absence of such designation, in the order of election.
  7. The Secretary shall oversee the keeping of the minutes of the meeting of the Board of Trustees, be custodian of the corporate records, and see that all notice are duly given in accordance with the Bylaws and as required by law.
  8. The Treasurer shall be responsible for seeing that all money received by the Corporation, from any source, will be deposited in the name of the Corporation, from any banks, trust companies, or other depositories as shall be selected by the Board of Trustees. If required by the Board of Trustees, the Treasurer shall give bond for the faithful discharge of his/her duties in such sum and with such surety or sureties, as the Board of Trustees shall determine.
  9. The Chair, the Immediate Past Chair, Vice-Chair(s), Secretary and Treasurer shall be members of the Board of Trustees.

Article V
Head of School

The Board of Trustees shall employ a Head of School upon such terms and conditions, as the Board shall determine. The Head shall have full authority over, and responsibility for, the operation of the School, subject to the supervision of the Board of Trustees. The Head of School shall be the chief administrative officer of the School.

Article VI
Committees

1.                  The Board of Trustees may establish such committees as it shall see fit and, except as provided below, the Chair of the Board shall appoint a chairperson of each such committee and the members thereof.

 2.                  The standing committees at the time of the adoption of these Bylaws shall be: Executive Committee; Finance Committee; Committee on Trustees, Development Committee and Parent Professor Committee. However, the Board of Trustees may change the names and number of the standing committees to suite the changing needs of the school.

3.                  The Chair of the Board of Trustees may appoint such temporary or ad hoc committees and their chairpersons as the specific needs of the School may require.


4.                  The Executive Committee shall consist of the officers of the Board, the Head of School, and any other Board members deemed appropriate by the Board Chair. A majority of the members of the committee shall constitute a quorum, and matters shall be decided by a majority of those present. The committee is empowered to make timely decisions when it is impractical for the Board to meet and/or when the authority to act has been granted by the Board. Any action that the Executive Committee might take at a meeting may be taken without such a meeting being held, if all members of the committee have given consent to the action. The Executive Committee’s actions shall be ratified by the Board at the next regular meeting. The Executive Committee shall not have the authority to act on behalf of the Board of Trustees for the purpose of: 1) amending these by-laws or 2) making decisions covering the selection or retention of the Head of School.

5.                  The Finance Committee shall be chaired by the Treasurer and shall be responsible for oversight of all financial aspects of the school including internal controls. It shall consist of such members as deemed necessary by the Treasurer and the Chair of the Board of Trustees.

6.                  The Committee on Trustees shall be responsible to identify, recruit, evaluate and nominate Trustees and Officers for election by the Board. This committee shall also be responsible for the ongoing orientation and training of Trustees and shall conduct an annual self-evaluation of the Board of Trustees. The Committee on Trustees shall also have responsibility to nominate officers for election as provided in Article IV of these bylaws

7.                  The Development Committee shall oversee development and implementation of the Marketing and Development Plan and shall work with any designated staff to implement such plans.

8.         Within the corporate structure of the School there shall be a “Parent Professor Committee” (“PPC”) comprised of those parents and guardians of currently enrolled students who choose to participate and who meet such additional membership requirements (if any), as may prescribed by the Board, such as completing an application and/or paying annual or other periodic dues.. The PPC is the successor to the “Parent Professor Association” which was a separately incorporated legal entity. Unlike the Parent Professor Association, the PPC is not a separate legal entity but is a component of the Corporation, analogous to a committee of the Board. The PPC shall adopt its own bylaws providing for its internal organization; provided, that such bylaws shall be consistent with these Bylaws, no such bylaws or rules of internal organization or any amendment thereto shall be effective unless and until formally reviewed and approved by the Board, and notwithstanding such approval, in the event of any conflict between the PPC’s internal bylaws and these Bylaws, these Bylaws shall control. . In the manner provided in its internal bylaws, the PPC shall elect from among its members a President, one or more Vice‑Presidents, a Treasurer, and such other officers as its bylaws may prescribe. The PPC may develop and pursue programs and initiatives helpful to the School and its purposes, but in all cases subject to the ultimate control of the Board. All funds raised and all property acquired by the PPC, whether by internal dues, fundraising activities, grants, contributions, or other means, shall be held for and inure to sole benefit of the School and shall be deemed for all purposes to be owned by the School. Nevertheless, the Board shall consult with the PPC and consider the PPC’s recommendations regarding the use of all such funds and property.  

Article VII
Amendment of Bylaws

            The Bylaws may be amended by a two-thirds vote of any duly constituted meeting of the Board of Trustees at which a quorum is present. However, any such proposed amendments must have been submitted in writing at either a regular or special meeting of the Board of Trustees not less than fifteen days before the date on which the vote shall be taken on the proposed amendments to these Bylaws.

Article VIII
Conflict of Interest

            Any Trustee, or any person present at a meeting of the Board of Trustees or a Committee of the Board of Trustees, must declare if he/she has a personal, professional, or business-related conflict of interest concerning a matter being considered by the Board of Trustees or a committee thereof. Upon such declaration of conflict of interest, such person(s) may participate in the discussion but may not participate in a vote upon the matter in which his/her conflict of interest has been declared.

Article IX
Fiscal Year

            The fiscal year of the Corporation shall end on June 30.

Article IX
Nondiscrimination Policy

The FASPS shall admit students without regard to race, religion, color, creed, gender, national or ethnic origin to all the rights, privileges, programs and activities generally accorded to students at the School.

CERTIFICATE OF ADOPTION

The undersigned Secretary of the French American School of Puget Sound does herby certify that the above and foregoing Bylaws of said Corporation were adopted by the director as the Bylaws of said Corporation and that the same do now constitute the Bylaws of this Corporation.

Dated this __ day of _______, 2006.

 

___________________________________

Secretary