BY-LAWS
OF
THE WALWORTH BARBOUR AMERICAN INTERNATIONAL SCHOOL IN
ISRAEL, INC.
AMENDED
AMENDED
AMENDED September 27, 2006
I. ADDRESS
The business
address of the
II. MEMBERSHIP
IN THE CORPORATION
1.
The Members
of the Corporation shall be:
a.
The Members
of the School Board, elected for two year terms, as hereinbelow provided;
b.
The
Ambassador, Counselor for Public Affairs, and Consul General of the Embassy of
the
c.
Distinguished
persons of the local community and others may be selected by resolution of the
Corporation for a term of two years, renewable upon mutual agreement of the Member and the Corporate Board.
2.
The Members
of the Corporation as a body shall hereinafter be referred to as the “Corporate
Board”.
3.
The
officers of the School Board shall also serve as the officers of the
Corporation.
4.
Membership
in the Corporate Board of Members of the School Board shall expire at the
conclusion of their term on the School Board.
5.
A
majority of the Corporate Board Members, including four Members of the School
Board, represent a quorum. Voting may be
by proxy or by correspondence.
III. CORPORATE BOARD AND MEMBER
PRINCIPLES:
The
following principles of good practice are set forth to provide a common
perspective on the behaviors of Members of the
Corporation. The Corporate Board
and the Superintendent shall cooperate in fulfilling these principles:
1.
The Corporate Board shall adopt a clear statement of the School’s vision,
strategic goals and carries out activities consistent with this statement.
2.
The Corporate Board recognizes that its primary work and focus are
long-range and strategic.
3.
The Corporate Board shall review and maintain appropriate by-laws that
conform to legal requirements.
4.
The Corporate Board shall oversee that the School and the School Board
operate in compliance with applicable laws and regulations, minimizing exposure
to legal action. The Corporate Board shall create a conflict of interest policy
that is reviewed annually.
5.
The Corporate Board shall be responsible for both the financial stability
and the financial future of the Corporation, engaging in strategic financial
planning, assuming primary responsibility for the preservation of capital
assets and endowments, and participating actively in fund-raising.
6.
The Corporate Board shall keep full and accurate records of its meetings,
committees’ meetings and policies. The
Corporate Board shall communicate its decisions widely, while keeping its
deliberations confidential.
7.
Corporate Board composition shall reflect, to the extent reasonably
possible, the strategic expertise, resources and perspectives (past, present
and future) needed to achieve the mission and strategic objectives of the
School.
8.
The Corporate Board shall work to ensure that all of its Members are
actively involved in the activities of the Corporate Board and its committees.
9.
As leader of the School community, the Corporate Board shall engage
proactively with the Superintendent of the School in cultivating and
maintaining good relations with School constituents as well as the broader
community and shall exhibit best practices relevant to achieving equity and
justice.
10.
Members
of the Corporation shall carry
out their Corporate Board duties for the sole benefit of the School. They shall
avoid placing themselves in positions in which their personal interests are, or
may be, in conflict with the interests of the School. Where a potential
conflict of interest exists, it shall be the responsibility of the Member
involved or any other Member with knowledge thereof to notify the Corporate
Board of the circumstances resulting in the potential conflict so that the
Corporate Board can provide such guidance and take such action as it shall deem
appropriate. Areas of potential conflict of interest are:
a.
Financial Interests:
(i)
Ownership by a Member, his or her family, business partners, employer
and/or firms directly or indirectly of a material financial interest in any
business or firm (1) from which the School obtains goods or services, or (2)
which is a competitor of the School.
(ii)
Competition by a Member, directly or indirectly, with the School in the
purchase or sale of property or any property right or interest.
(iii)
Representation of the School by a Member in any transaction or activity
in which the Member, directly or indirectly, has a material financial interest.
(iv)
Any other circumstance in which the Member may profit, directly or
indirectly, from any action or decision by the School in which he or she
participates, or which he or she has knowledge.
b. Inside Information: Disclosure or use by a Member of confidential information about the School, its activities or intentions, for the personal profit or advantage of the Member or any other person.
c.
Conflicting Interests Other
than Financial: Representation as director, officer, agent or fiduciary of
another company, institution, agency or person in any transaction or activity
which involves this School as an adverse party or with adverse interests.
11. Corporate Board Member Job Description: A Member of the Corporation shall:
a.
Regularly attend Corporate Board meetings and important related
meetings.
b.
Volunteer for and willingly accept assignments.
c.
Stay informed about committee matters; prepare him/herself well for
meetings, and review and comment on minutes and reports.
d.
Get to know other committee Members and build a collegial working
relationship that contributes to consensus.
e.
Actively participate in fundraising activities and/or become a donor.
12.
Corporate Board Members
Major Duties: The Members of the Corporation shall:
a.
Provide continuity for the School by maintaining its corporate or legal
existence.
b.
Represent the School’s point of view and act as advocates for the School.
c.
Govern the School by broad policies and objectives, formulated and agreed
upon by the School Board and Superintendent, including the assignment of
priorities and ensure the School’s capacity to carry out programs by
continually reviewing its work.
d.
Acquire sufficient resources to ensure the School’s operations and to
finance the School’s services adequately.
e.
Monitor the tuition level and become engaged in fundraising and other
forms of development work.
f.
Explain, enhance and promote the School’s services.
g.
Contribute to long-term strategic planning and decisions on major
expenditures of funds.
13.
Corporate Board Powers
The
Corporate Board shall have the power, for just cause, by a majority vote, to
relieve or excuse any Member from any and all duties imposed by these By-laws.
IV. THE SCHOOL
BOARD
1.
Membership
a.
The
School Board shall be composed of seven Members. They shall be designated as: Chairman,
Treasurer, Member-at-Large (5), four of whom shall be
b.
Vacancies
that arise in the Membership of the School Board between elections will be
filled by majority vote of the School Board on the candidate nominated by the
chairman or chairman pro-tem.
c.
Such
appointments will be effective until the date on which the term of office of
the member being replaced would have expired, or for such lesser period as the
School Board might determine at its first meeting following the appointment.
2.
Officers
a.
The Chairman - shall preside at School Board and
Corporate Board meetings and at meetings of parents called by the School Board. He will appoint committees as required.
b.
The Treasurer - shall keep informed concerning
receipts and expenditures, and advise the School
Board on financial matters. The Treasurer will act as Chairman pro-tem in
the absence of the Chairman.
3.
Powers
and Duties of the School Board
a.
The School
Board shall develop and adopt the basic principles and policies of the School
and approve its program and budget.
b.
The School
Board shall meet at the call of the Chairman, once each month during the school
year. Roberts’ Rules of Order shall
govern all questions of process and procedure at the School Board
meetings. A majority of the School Board
shall constitute a quorum. Special meetings may be called at the request of the
Chairman or a majority of Members. The School
Board will also during the school year call at least one general meeting of the
parents of registered students.
c.
The term
of the School Board extends from the day after graduation until graduation day
of the following academic year. Newly
selected
d.
The
School Board, or by written delegation, the Treasurer, may designate banks and
trust companies with which the funds of the Corporation may be deposited. Authorized “Members” are those Members who
have been selected for signatory rights at financial institutions for legal
documentation and for entering into binding contracts on behalf of the American
International School in Israel, Inc.
e.
Withdrawal
of funds up to $1,000 (or their equivalent in New Israeli Shekels on the day of
the transaction) requires the signatures of any one of the following: the Superintendent;
the Administrative Manager; an authorized School Board Member or School
Principal.
f.
Withdrawal
of funds above $1,000 up to $25,000 (or their equivalent in New Israeli Shekels
on the day of the transaction) requires signatures of two of the following
individuals: the Superintendent, the Administrative Manager, and/or one
authorized School Board Member.
g.
Withdrawal
of funds above $15,000 (or their equivalent in New Israeli Shekels on the day
of the transaction) requires the signatures of one authorized School Board Member
and two of the following: the Superintendent, the Administrative Manager,
and/or another authorized School Board Member.