BY-LAWS OF THE HAMMER MONTESSORI FOUNDATION, INC. ARTICLE I: CORPORATE IDENTITY The name of this corporation is Hammer Montessori Foundation, Inc. The principal offices of this corporation shall be Hammer Montessori School @ Ernesto Galarza, 1610 Bird Avenue, San Jose, CA 95125. The registered agent of this corporation shall be Anne J. Chang, 909 Washington Street, San Jose, CA 95112. The corporation shall have and continuously maintain in the State of California a registered office and a registered agent. This corporation is organized and operated exclusively for charitable and educational purposes within the meaning of Internal Revenue Code section 501(c)(3). No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. ARTICLE II: CORPORATE OBJECTIVES The objectives of this foundation shall be: i. To receive, raise and administer funds for educational and charitable purposes, and to that end, to take and hold by bequest, device, grant, gift, purchase or otherwise, property or other items of value; to invest, reinvest or deal with the principal or income thereof in such manner as in the judgment of the Board of Directors, will best promote the purposes of the corporation; except such limitations, if any, as may be contained in the instrument under which such property is received, the Articles of Incorporation, these bylaws, or applicable law. ii. iii. Without limitation on the foregoing, one of the principal purposes of this foundation shall be to foster educational opportunities for the students of Hammer Montessori School through making of grants and/or contributions to Hammer Montessori School to enable it to uphold and support the philosophy and methods of Montessori education. To do any and all acts and things, and to exercise any and all powers which it may now or hereafter be lawful for this foundation to do or exercise under and Hammer Montessori Foundation Bylaws v. October 28, 2013
Hammer Montessori Foundation Bylaws v. October 28, 2013 2 pursuant to the laws of the State of California in order to accomplish any of the foundation s purposes. The corporation shall not engage, nor shall any of its funds, property or income be used in carrying on propaganda, or otherwise attempting to influence legislation. The corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office. Notwithstanding any other provision of the Articles, the corporation shall not carry on any other activities not permitted to be carried on (1) by a corporation exempt from Federal income tax under 01(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code; or (2) by a corporation contributions to which are deductible under 70(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code. Discretionary funding of any endeavor by this corporation shall not be subject to the control of outside entities, either public or private. It is the duty of the directors to protect and preserve the autonomy of both the corporation and its assets. ARTICLE III: MEMBERSHIP Membership of the corporation shall be made up of adult persons committed to the preservation and improvement of Hammer Montessori School, San Jose Unified School District, San Jose, California. There are no membership fees or dues. There are no different classes of membership, and all members have the same voting rights and privileges. ARTICLE IV: BOARD OF DIRECTORS The business and affairs of this corporation shall be controlled by a Board of Directors. The Board of Directors shall have all power and authority provided by law for like corporate entities. In order to begin corporate activities, the Board of Directors shall be those persons signatory to the Articles of Incorporation, until the first post-incorporation meeting of the membership is held. The number of voting directors shall not be fewer than five, nor exceed twenty-five. The exact number of directors for any given fiscal year shall be determined at the annual 2
Hammer Montessori Foundation Bylaws v. October 28, 2013 3 membership meeting. The officers of the corporation, as well as the principal of Hammer Montessori School and at least one Hammer Montessori School teacher, shall be ex officio members of the Board, with full voting powers. The directors shall be elected for a term of two years, or until a successor is elected. Prior to the annual meeting, the president shall appoint a nominating committee consisting of at least three directors. The nominees names shall be presented to the membership at the annual meeting, and directors shall be elected by majority vote of the members. A simple majority of the directors, present and in person, shall constitute a quorum for the transaction of business at any meeting of the board, except that if less than such number of directors is present at such meeting, a majority of the directors present may adjourn the meeting from time to time without further notice until a quorum is present. In no event shall a quorum be called in any meeting with less than one-third of the voting directors present. The Board of Directors shall meet at least two times per year. In the event a vacancy occurs, the vacancy may be filled by nomination of a substitute in open meeting. The Board of Directors as a whole, if otherwise present in quorum, shall vote on the successor director, who shall be nominated from among the then-existing membership. Section 7 The term of a director may be declared vacant by virtue of that director s absence at two consecutive board meetings. ARTICLE V: CORPORATE ACTION The act of a majority of directors present in person at a meeting at which a quorum is present shall be the act of the Board of Directors. No action of the Board of Directors shall be valid unless taken at a meeting at which a quorum is present, except that any action which may be taken at a meeting may be taken without a meeting if a consent in writing (setting forth the action so taken) shall be signed by each director entitled to vote and is filed with the minutes of proceedings of the Board of Directors. No expenditure in excess of $250 shall be made without board approval. 3
Hammer Montessori Foundation Bylaws v. October 28, 2013 4 The president, or in his or her absence, the vice-president, shall preside at meetings of the Board of Directors. The Board of Directors may adopt its own rules of procedure which shall not be inconsistent with the bylaws. The bylaws may be amended by the affirmative vote of the majority of the qualified directors present and voting at any meeting at which a quorum is present. No action shall be taken to amend any bylaw unless written notice of the proposed amendment(s) shall have been given to the Board of Directors at least ten days prior to the meeting (if delivered by first class mail) or at least 48 hours prior to the meeting (if delivered personally or by email). ARTICLE VI: OFFICERS The officers of the corporation shall be President, Vice-President, Secretary and Treasurer. The officers of the corporation shall be elected by the Board of Directors immediately following the election of the directors. Vacancies may be filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and qualified. President: Subject to the control of the Board of Directors, the president shall have general supervision of the affairs of the foundation. The president shall preside at all meetings of the Board of Directors, and shall have such other duties as assigned by the board. Vice-President: In the absence of the president, the vice-president shall perform the duties of the president. The vice-president shall have such other duties as assigned by the board. Secretary: The secretary shall act as secretary of all meetings of the board and be responsible for writing and archiving minutes of all meetings. The secretary shall have such other duties as assigned by the board. Treasurer: The treasurer shall serve without bond and be responsible for the accounting of all monies of the foundation, including depositing and/or investing them in accordance with policy adopted by the board. The treasurer shall also have the responsibility to preserve and maintain the records as required for annual audit. The treasurer shall have such other duties as assigned by the board. ARTICLE VII: COMPENSATION 4
Hammer Montessori Foundation Bylaws v. October 28, 2013 5 Neither the members of the foundation, nor directors or officers thereof, shall receive, directly or indirectly, any compensation for their service; provided nothing herein shall prevent reimbursement of expenses incurred on behalf of the foundation. ARTICLE VIII: COMMITTEES Except as otherwise provided, the president shall appoint members and designate the chair of various committees. These may include, but are not restricted to, finance committee, fundraising committee, grants committee, and events committee. The chair of each committee and members may be selected from the membership at large. Committees shall serve at the pleasure of the board under such rules and regulations as the board may approve. There shall be an executive committee composed of the officers of the foundation and the current Principal of Hammer Montessori School. The executive committee shall meet at the call of the president or any two officers to conduct the affairs of the foundation between meetings of the board. All actions taken by the executive committee shall be subject to board ratification or veto. ARTICLE IX: HAMMER/GALARZA COMMUNITY PERSPECTIVE The purpose of the San Jose Unified School District s Voluntary Integration Plan, which funds the Montessori program at Hammer, is to ensure the school maintains a commitment to the goals of the VIP, which are equity and access. Given this, it is important that these goals are incorporated into the philosophy and commitment of the Hammer community. Because Hammer Montessori School shares a facility and site with Ernesto Galarza Elementary School, it is imperative that efforts are made to maintain goodwill between the two communities to support the commitment to equity and access. As such, the foundation will make every effort, whenever opportunities arise, to provide exposure to enrichment opportunities that engage both Hammer and Galarza students around the importance of developing the whole child. ARTICLE X: MISCELLANEOUS The board shall make available a written report annually to all members of the foundation and the public. It is the intention of the corporation to conduct its affairs in such a manner as to maximize the opportunity for input by the membership and to utilize the talents and 5
Hammer Montessori Foundation Bylaws v. October 28, 2013 6 abilities of each to the greatest extent possible. Notwithstanding the foregoing, the liabilities and responsibilities of the Board of Directors shall not be diminished, delegated or abdicated. The board shall call a meeting of the membership each spring, at such date, time and place as the board shall determine, and other meetings from time to time as it deems necessary or advisable. The foundation shall handle any potential conflicts of interest as defined in the Conflict of Interest Policy attached to these bylaws. Unless the board of directors shall select another date through a duly adopt resolution, the fiscal year of the corporation shall begin on the first day of July each year, and end on the 30 th day of June in the following calendar year. [Amended August 19, 2010]. Section 7 The Board of Directors shall agree upon a corporate seal, which seal shall be in the charge of the secretary of the board and shall be inscribed with the foundation s official name. Section 8 The corporation shall, in all things, act or refrain from acting so as not to subject itself to taxes imposed by 4941 (Self-dealing), 4942 (Failure to distribute income), 4944 (Investments jeopardizing charitable purposes), or 4945 (Taxable expenditures) of the IRC or corresponding portions of federal internal revenue law. ARTICLE XI The foregoing bylaws, after having been read, article by article, were adopted by the interim Board of Directors and certified by the interim secretary of the Hammer Montessori Foundation, Inc., at the meeting held on the 13 th day of May, 2010. The interim board pledges that these bylaws shall be submitted for ratification by the duly elected post-incorporation directors as early as practicable. Date: May 13, 2010 Elizabeth Arroyo, Community Member Lynn Belmonte, Associate Principal, Hammer Montessori 6
Hammer Montessori Foundation Bylaws v. October 28, 2013 7 Anne J. Chang, Parent Anne Ehresman, Parent Catherine Giblin, Parent Christine Hoerbelt, Teacher Kristina Loquist, Parent Susana Paredes, Principal, Hammer Montessori & Ernesto Galarza Elementary Abel Talamantez, Parent Ann Tennant, Community Member HAMMER MONTESSORI FOUNDATION, INC AMENDMENTS to BY-LAWS ARTICLE X: MISCELLANEOUS Unless the board of directors shall select another date through a duly adopt resolution, the fiscal year of the corporation shall begin on the first day of January of each year and end on the 31st day of December. At the Board Meeting on August 19, 2010, those members of the Board present voted unanimously to select a new fiscal year. The new fiscal year of the corporation shall begin on the first day of July each year, and end on the 30 th day of June in the following calendar year. 7