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Bylaws

Bylaws

The Boonton Township Education Foundation was established to provide the community with a way to get involved with the education of its young people and supplement those programs which the community may want but cannot be funded by the Board of Education.  The Boonton Township Education Foundation, herein referred to as the Foundation is an independent, community based, tax-exempt, non-profit organization dedicated to improving educational opportunities for all school age children, but can also encompass continuing education programs for all the Township residents.

                The Foundation does not seek to duplicate the programs of other organizations such as the Home & School Association (known in other communities as the P.T.A.).  While the Foundation is separately incorporated and is not a subcommittee of the Board of Education, there is, at least at this initial juncture, an overlapping of several individuals, since the impetus for the Foundation originated with the Board of Education.

                The By-Laws of the Foundation allows the corporation to encourage the donations of money, goods, services, and volunteers, and will actively apply for appropriate grants to fund activities and programs which the Foundation deems desirable.  The Foundation will never raise enough money to significantly lower taxes, nor is this the primary objective of the Foundation.  Among the programs which are envisioned by the initial trustees (some of which have been successfully implemented in other communities with education foundations) are:

  1. After school and Saturday enrichment programs such as computer applications, journalism, advanced mathematics, debating teams.
  2. Development of a community skills directory, which would include a list of local resources available to teachers and administrators who could be drawn upon to present workshops or programs in various disciplines such as art, music, drama.

Another area which has been mentioned is the expansion of the Rockaway Valley School Library facilities to serve the community at large.

The kinds of programs which the Foundation could sponsor are only limited by the initiative of the members and the funding to put them into action.  It is hard to produce a laundry list of projects when we are just getting started.  Many good ideas will come from the additional trustees as they join the Foundation.  Some will come from reviewing the many grants which are made available by corporations and private foundations (and to a smaller extent, government) to improve education in the United States.

Your participation in the Foundation gives you an opportunity to have a direct impact on the quality of education being offered in our community.  The Foundation’s efforts can help fill the gap left by diminishing state aid to the “wealthy” districts like ours, while ensuring that our students receive the education they deserve.  A good school system attracts new residents to our town and helps keep property values up.  In the long run, a good local school system benefits you, whether or not you have children or grandchildren attending it.  Our country’s future depends on an educated workforce and an informed electorate.  We welcome your interest and participation.

ARTICLE I
NAME

The name by which the Corporation shall be known is “The Boonton Township Education Foundation, Inc.”

ARTICLE II
PURPOSE

The purpose of the Foundation shall be:

to encourage, solicit, seek, and accept contributions of money and property, real and personal, tangible and intangible, restricted, designated or unrestricted, and to maintain, use, and apply the whole or any part thereof (income and principal) to or for the benefit of the Boonton Township Public School in ways accepted by the Board of Education of the Boonton Township Public School.

to seek, and assist personnel of the school to seek grants, endowments, and other contributions from individuals, corporations, foundations, and local, state, and federal governments, their agencies, or commissions.

to use appropriate means consistent with the policies of the school to achieve the purposes of the Foundation.

to enter into contracts with other persons and corporations under which the Foundation would carry out any and all of the above activities for the Foundation.

to carry on any activity and to deal with and expend any such property or income therefrom for any of the foregoing purposes, without limitation, except such limitations, if any, imposed upon the use of such property, or any portion thereof, by the donor, the Certificate of the Incorporation, or any other limitation prescribed by law, provided (a) that no activity shall be such as is not permitted by a corporation exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code of 1954 or any corresponding provision of the Internal Revenue Code, or as deductible under Section 170(c)(2) of such Code;  (b) that the Foundation shall not attempt to influence legislation by propaganda or otherwise, nor shall it intervene in, or participate in, any political campaign on behalf of any candidate for political office; and (c) that no part of the net earnings of the Foundation shall go or inure to the benefit of any member, Director, or private individual.

ARTICLE III
MEMBERS

Section 1. Designation of Members.  Membership in the Foundation shall be limited to those persons constituting the Board of Trustees of the Foundation at any given time.

Section 2. Other Classes of Members.  The Trustees may establish, change, or abolish one or more other classes of members who shall have no voting power in the Corporation, but who may have other privileges of membership on such terms and conditions as the Trustees may determine.

ARTICLE IV
BOARD OF TRUSTEES

Section 1.  Authority.  All corporate powers of the Foundation shall be exercised by or under the authority of the Board of Trustees.  The Board of Trustees shall have the authority:

to elect new members of the Board; to elect a President, one or more Vice Presidents, a Secretary and a Treasurer, all of whom will be elected at the Annual Meeting to serve a term of one year or until a successor is selected.

to contract and pay for services of consultants, lawyers, auditors, appraisers, and other such experts as may be required at any time.

to rent space when needed and as may be appropriate for Foundation use.

to decide on appropriate methods to be used ro achieve the purposes of the Foundation.

to decide whether or not to accept restricted or designated gifts and to decide under what conditions such gifts shall be accepted, while maintaining consistency with Foundation purposes, objectives, and intentions.

to pay all reasonable expenses in connection with securing contributions, grants, endowments, etc.

to maintain a checking account to pay Foundation expenses, the size of which shall be determined by the Board.  When necessary, to set up special checking accounts or fundraising events that require large expense payments and to turn over to the approved depository the new profits of the events.

Section 2.  Number, Term of Office, Election and Qualifications.  Board of Trustees shall consist of no greater than 10 members who shall initially be selected by the Board of Education of the Township of Boonton.  The executive director (the superintendent of schools) should also serve as a voting member.  After the initial election of members, the board of Trustees shall in the future elect its own members, except that four (4) present and future members of the Board of Education shall continue for the life of their term on the Board of Education as members of the Board of the Foundation.

If a vacancy should exist for any office, said vacancy shall be filled by the same procedure as used in the original election:  namely, a majority vote of the Board of Trustees, and proxy votes shall be accepted.   Vacancies in office may also be filled by having elections held at a special meeting, unless an annual meeting is scheduled within thirty (30) days from the time of the vacancy being affected.

Section 3. Resignation and Removal.  Any Foundation Trustee may resign at any time by written resignation filed with the President of the Foundation.  Any Foundation Trustee may be removed from office with or without cause by the affirmative vote of two-thirds (2/3) of the Foundation Trustees.

Section 4. Compensation.  No Trustee shall receive, directly or indirectly, any compensation for his or her services as Trustee.  The Board may authorize reimbursement of reasonable expenses incurred by Board members in connection with attendance at Board meetings and other duties.

Section 5. Meetings.  The Annual Meeting of the Board of Trustees shall be held in the month of September at such date, time, and place as the Board of Trustees shall determine.  In addition to the Annual Meeting, regular meetings shall be held at least quarterly and shall be called by the President or any two (2) Trustees.

A special meeting of trustees may be called for any purpose by the Executive Director and two (2) members of the Board of Trustees or by any three (3) members of the Board of Trustees.  A special meeting shall be held upon not less than three (3) nor more than ten (10) days’ written notice of the time, place, and purpose of the meeting.

Section 6.  Notice of Meetings.  Notice of the Annual Meeting shall be given to the Trustees no more than thirty (30) days nor less than ten (10) days before the meeting.  Notice of regular meetings shall be given to all the Trustees a minimum of four (4) days prior to the meeting.

The notice requirements contained in these Bylaws may be waived in writing by any Trustee.  All waivers shall be made part of the minutes of the meeting.

Section 7.  Quorum.  The presence of one-half (1/2) of the entire Board shall be necessary ad sufficient to constitute a quorum for the transaction of business at any meeting of the Board.  The act of a majority of those present at any meeting, at which there is a quorum, shall be the act of the Foundation, except as may be otherwise specifically provided by statute.

Section 8.  Voting.  At every meeting, each elected Foundation Trustee shall be entitled to one vote in person.

Section 9. Action in Lieu of a Meeting.  Any Board action required or permitted to be taken by the Board may be taken without a meeting, if two-thirds (2/3) of all members of the Board shall consent in advance to such action in writing.  Such written consent shall be made a part of the minutes of the proceedings.  Such action by written consent shall have the same force and effect as the same vote of the Trustees at a duly convened meeting.

ARTICLE V
OFFICERS

Section 1. Election, Term of Office, Resignation, and Removal.  The Officers of the Foundation shall be a President, one or more Vice Presidents, a Secretary and a Treasurer, and such other Officers as the Board may from time to time determine.

The Officers shall be elected at the Annual Meeting of the Foundation of the Board of Trustees from among the elected members of the Board of Trustees and shall hold office for one (1) year term or until their successors are elected.  All Officers of the Foundation shall hold their respective positions at the pleasure of the Board and may be removed by the Board of Trustees with or without cause.  Any Officer of the Foundation may resign at any time by written resignation filed with the President of the Foundation.  In the event of death, disability, removal or resignation of any Officer of the Foundation, the Board of Trustees shall elect a successor to serve out his or her unexpired term.

Section 2.  President: Powers and Duties.  Subject to the control of the Board of Trustees, the President shall have general supervision of the affairs of the Foundation.  The President shall preside at all meetings of the Board of Trustees and shall have such other duties as may be prescribed by the Board of Trustees.  The President shall serve as an ex officio member of all committees, with the exception of the Nominating Committee.

Section 3. Vice President(s): Powers and Duties.  At the request of the President, or in the event of his or her absence or disability, the Vice President (or Vice Presidents in the order of designated seniority) shall perform duties, and possess and exercise the powers of the President; and to the extent authorized by law, any such Vice President shall have such other powers such as the Board of Trustees may determine and shall perform such other duties as may be assigned by the Board of Trustees.

Section 4. Secretary:  Powers and Duties.  The Secretary shall have charge of such books, documents and papers as the Board of Trustees may determine and shall have custody of the corporate seal.  The Secretary shall attend and keep the minutes of all meetings.  He or she may, together with the President or any Vice President, sign in the name of or on behalf of the Foundation, any contracts or agreements authorized by the Board of Trustees, and when so authorized or ordered by the Board of Trustees, may affix the seal of the Foundation.  The Secretary shall, in general, perform all the duties incident to the office of Secretary subject to control of the Board of Trustees and shall do and perform such other duties as may be assigned by the Board of Trustees.

Section 5. Treasurer:  Powers and Duties.  The Treasurer shall have the custody of all funds, property and securities of the Foundation, subject to such regulations as may be imposed by the Board of Trustees.  When necessary or proper, the Treasurer may endorse on behalf of the Foundation for collection checks, notes, and other obligations and shall deposit the same to the credit of the Foundation at such bank or banks or depository as the Board of Trustees may designate.  The Treasurer shall sign all receipts and vouchers, and together with such other Officer or Officers, if any, as shall be designated by the Board of Trustees, shall sign all checks of the Foundation, except in cases where the signing and execution thereof shall be expressly designated by the Board of Trustees or by these Bylaws to some other Officer or agent of the Foundation.  The Treasurer shall make such payments as may be necessary or proper to be made on behalf of the Foundation and shall enter regularly on the books of the Foundation, to be kept by him or her for that purpose, full and accurate account of all moneys and obligations received and paid or incurred by him or her or on account of the Foundation, and shall exhibit such books at all reasonable times to any Foundation Director on application of the Officers of the Foundation.  The Treasurer shall submit an annual report at the Annual Meeting, as well as such other reports as may be required by the Board of Trustees from time to time.  He or she shall, in general, perform all the duties incident to the office of the Treasurer, subject to control of the Board of Trustees.

ARTICLE VI
COMMITTEES

Section 1.  Appointment.  Except otherwise stated in these Bylaws, the President shall appoint the members and designate the chair of standing and other committees.  Committees shall serve at the pleasure of the Board under such rules and regulations as the Board may approve.

Section 2. Standing Committee.  There shall be a Finance Committee, the responsibilities of which shall include fact-finding for the Board on matters relating to the financial administration of the Foundation and preparation of the annual budget for presentation to the Board.  The Treasurer shall serve on the committee ex officio.

There shall be a Program Committee, the responsibilities of which shall include recommending to the Board of Trustees what programs the Foundation should undertake on behalf of the Boonton Township School District.

There shall be a Fundraising Committee, the responsibilities of which shall include planning for the solicitation of contributions in support of the Foundation’s purposes.

There shall be a Nominating Committee of not less than three (3) persons, which shall present nominations for the Trustees and Officers.

There shall be a Public Information Committee, the responsibilities of which shall include planning a program to promote understanding and acceptance of the Foundation by the community.

Section 3. Other Committees.  The Board of Trustees may create additional board committees and citizen advisory committees, as needed.

ARTICLE VII
FINANCES

Funds of the Foundation shall be deposited in a bank under national or state supervision.  The Board of Trustees shall authorize an appropriate individual or individuals to sign negotiable instruments on behalf of the Foundation.

There shall be an annual audit by an independent accounting firm within ninety (90) days of the close of the fiscal year.

ARTICLE VIII
INDEMNIFICATION

Each Foundation Director and Officer, whether or not then in office, and his or her heirs, executors, administrators and assigns, shall be indemnified by the Foundation against all costs and expenses reasonably incurred by or imposed upon him or her, or his or her estate, in connection with or resulting from any action, suit, or proceeding, civil or criminal, to which he or she, or his or her estate, shall or may be a party, or which he or she or it shall or may be threatened by reason, directly or indirectly, of his or her being or having been a Director or Officer of the Foundation, except in relation to matters as to which he or she shall be finally adjudged in such action, suit, or proceeding to be liable for malfeasance or gross negligence in the performance of his or her duty as such Director or Officer.  Each Foundation Director and Officer of the Foundation shall also be indemnified against any costs or expenses reasonably incurred by or imposed upon him or her, or his or her estate, in connection with or resulting from the settlement of any such action, suit or proceeding in which such Director or Officer was not liable for malfeasance or gross negligence in the performance of his or her duty as Director or Officer.  The costs and expenses against which any such Director or Officer shall be indemnified shall be those actually paid or for which liability is actually incurred, irrespective of whether such costs or expenses are taxable costs as defined or allowed by statute or rule of court.  A Director or Officer shall not be deemed to have been liable for malfeasance or gross negligence in the performance of his or her duty as Director or Officer as to any matter wherein he or she relied upon the opinion or advice of legal counsel selected by the Board of Trustees or acting in any such matter for the Foundation.  Such rights of the indemnification shall be in addition to any other right with respect to any such costs and expenses to which such Director or Officer may otherwise be entitled against the Foundation or any other persons.

ARTICLE IX
DISSOLUTION

Upon the dissolution or other termination of the Foundation, no part of the property of the Foundation or any of the proceeds shall be distributed to or inure to the benefit of any of the Trustees or Officers of the Foundation, but all such property and proceeds, subject to the discharge of valid obligations of the Foundation, shall be distributed exclusively to Federal, State or Local government bodies or to other charitable organizations which then qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code and the Regulations as they now exist or as they may hereafter be amended.

ARTICLE X
MISCELLANEOUS PROVISIONS

Section 1. Fiscal Year.  The Fiscal Year of the Foundation shall begin on July 1 of each year.

Section 2. Rules of the Parliamentary Procedure.  Robert’s Rules of Order, in its most recent edition at the date of its use, shall be the parliamentary authority for all matters of procedure not specifically covered by these Bylaws or by other specific rules of procedure adopted by the Trustees of the Foundation.

ARTICLE XI
AMENDMENT OF BYLAWS

The Bylaws of the Foundation may be amended by two-thirds (2/3) vote of all the Foundation Trustees at an annual or regular meeting of the Board, provided notice of the character of the proposed amendment shall have been given to the Trustees at least twenty (20) days before such amendment is voted upon.  Such amendments shall be consistent with the purpose, objectives and intentions of the Foundation.  The Secretary of the Foundation shall at all times keep in the office a true and correct copy of the Bylaws.