Definition And Purpose
The mission of the Billerica Partners for Education is TO SHARE ideas, expertise and resources among the public schools, business community, higher education and the Billerica community; TO DEVELOP collaborative projects that support and enrich Billerica’s public education and TO FUND innovative projects and programs that advance both public education and the mission of the Partners.
The principal office of the corporation shall be located in Billerica, County of Middlesex, Commonwealth of Massachusetts. The corporation may have such other offices as the Board of Directors may determine from time to time.
Membership And Affliation
Section 1: Membership in the Partners is open to individuals, businesses, the public sector and non-profit organizations who support the mission, goals and objectives of the Partners.
Section 2: The membership of the Partners shall consist of the following catergories:
- Single interested individuals
- Businesses for Profit: Single owner, small business and corporate entities
- Public education personnel
- Public sector: Municipalities, municipal organizations and education institutions
- Non-profit organizations
Section 3: The Board of Directors will establish eligibility for membership in the best interests of the Partners. The Board will establish method of applying and determine acceptance of members.
Section 4: Active members of the Partners shall be entitled to all membership privileges; to vote for Directors of the Partners; to vote at the Partners Annual meeting; to participate in the Partners business plan; to serve on partners committees and to hold the office of Director.
Dues And Assessements
Section 1: Annual dues and fees may be established by the Board of Directors
Section 2: Dues and all fees are payable when due as determined by the Board of Directors.
Section 3: All dues and fees must be up to date Thirty days prior to Annual meeting to be eligible to participate in the Annual meeting as determined by the Board of Directors.
Section 1: Annual Meeting: The annual meeting of the members shall be held during the month of May, as determined by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the election of Directors is not held on the day designated herein for any meeting, or any adjournment thereof, the Board of Directors shall continue in office and shall cause the election to be held at a special meeting of the member as soon thereafter as possible.
Section 2: Special Meetings: Special meetings of the members may be called by the President, a majority of the Board of Director, or not less than one-tenth of the member having voting rights, at a place designated by the Board of Directors.
Section 3: Notice of Meetings: Written notice stating place, day and time of any meeting of members shall be delivered by U.S. mail, fax or electronic transmission to each member entitled to vote at such meetings not less than ten days preferably thirty days before the date of such meeting, by or at the direction of the President, Secretary of officers or persons calling such meeting. The notice of such meeting shall state the purpose or purposes for which the meeting is called.
Section 4: Meeting notices: shall be deemed to be delivered when deposited in the U.S. mail addressed to the member at his address as it appears on the records of the corporation.
Section 5: Quorum: Those members present at a duly notified meeting shall constitute a quorum for the purpose of voting on any business that appears in the Notice of Meeting. Voting on any business not in the Notice of Meeting must be adjourned until the next meeting for which appropriate notice must be made.
Board Of Directors
Section 1: General Powers: iits Board of Directors shall manage the affairs of the corporation. Directors need not be residents of Billerica or of the Commonwealth of Massachusetts.
Section 2: Number, tenure and Qualifications: The number of Directors is not to exceed fifteen (15) of which five (5) will be from educational affiliation; five (5) from businesses and five (5) from the community of Billerica. Directors will be elected for a period of three (3) years with five (5) members elected at the annual meeting. The Board will determine equally as possible the categories for election. In the case of a departure of a director(s), the Board will appoint a director to fill the position until the next annual meeting.
Section 3: Nominating Committee: the President of the Partners for each year in which elections of Directors will take place shall appoint a Nominating Committee of three (3) Directors one (1) from each category. Its duties shall be to receive nominations from the membership of persons willing to serve, if elected, on the Board of Directors, and to submit a slate of candidates at the annual meeting. Nominations from the floor by a member shall be accepted, if any, and shall be considered by the membership for election to the board of Directors for the ensuing three (3) years.
Section 4: Regular Meetings: A regular meeting of the Board of Directors shall be held monthly at the principal office of the corporation at a time and location as determined by the Board except for the months of July and August, unless pre-determined for a need by the Board. The Secretary shall make the meetings available for the membership when requested. Additional regular meetings may be held as determined by the Board.
Section 5: Special Meetings: Special meetings of the Board of Directors may be called by or at the request of the President or any three Directors and shall be held at the principal address of the corporation.
Section 6: Notice: Notice of any special meetings of the Board of Directors shall be given at least three (3) days prior to the meeting by U.S. Mail First Class mail allowing for two (2) days delivery; therefore, five days total. The notice will be mailed to Directors at the address on record with the corporation.
Section 7: Quorum: A majority of the existing Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the existing Directors, those present will adjourn the meeting to a new date and notice given to all Directors.
Section 8: Board Decisions: The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act requires a greater number by law or by these by-laws.
Section 9: Compensation: Directors shall not receive any stated salaries for their services, but upon approval of the Board of Directors, Directors or their associates may be compensated for expenses directly related to activities of the Partners.
Section 10: Removal: Any Director elected by the membership or appointed by the Board may be removed by a two-thirds vote of the Membership at a meeting called by the Board of Director for the purpose of acting on such call for removal. The Board of Directors may call for such a meeting whenever, in its judgment, the best interest of the corporation would be served thereby, or upon written petition signed by two-thirds of the Membership demanding such meeting. Notice shall be given in accordance with Section 5, Special Meetings as provided for notice to Board of Directors special meetings.
Section 1: Officers: The officers of the corporation shall be a President, a Vice President, a Secretary, a Treasurer, and such officers as may be elected in accordance with the provisions of this Article. Unless otherwise desired, the Assistant Superintendent of Curriculum will hold the position of secretary. The Board of Directors will elect of appoint such officers including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable. All officers shall have the authority and perform the duties prescribed, from time to time, by the Board of Directors. No individual can hold more than one officer position, except if the position of Secretary-Treasurer is desired.
Section 2: Election and Term of Office: The Election for officers shall take place following the Annual Meeting in which an election takes place; but no later than the next regular Board meeting. The term of Office shall be one year from the date of election or the meeting in which the election of officers take place. Each officer shall hold office until his successor has been duly elected.
Section 3: Removal: Any officer elected or appointed be the Board may be removed by a two-thirds vote of the Board whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.
Section 4: Vacancies: A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board until the next regular election of the Board or Officers.
Section 5: Powers and Duties: Officers shall have such powers and shall perform such duties as may from time to time be specified in resolutions or other directives of the Board of Directors. In the absence of such specifications, each officer shall have the powers and authority and shall perform and discharge duties of officers of the same title serving in purposes and objectives as this corporation.
The duties of elected officers are:
- Promote the mission of the Partners for Education
- Identify the needs of the corporation and its mission
- Plan short and long term strategies based on its mission
- Promote recognition of the corporation
- Conduct all meetings of the Board of Directors
- Assign Committee chairs as required
- Establish temporary committees as required
- Co-sign all checks, drafts and orders of payment of money notes and other evidences of indebtness for over $1,000 in the names of the Partners for Education
- Oversee the duties of the Executive Director, if such position exists
- Vice President:
- Promote the mission of the Partners for Education
- Represent the President at functions, meetings, as requested when the need arises
- Perform the duties of the President in the conduct of normal Partners business when the President is not available.
- Perform other duties as assigned by the President of Board of Directors
- Conduct all meetings in the absence of the President
- Promote the mission of the Partners for Education
- Executive and file required corporate reports with local, state and federal agencies or officials
- Record and maintain all notices, meeting minutes, etc for the corporation
- Notify the Board of Directors of all meetings; and membership for the annual and special meetings
- Represent the President at functions, meetings as requested when the need arises
- Conduct all meetings in the absence of the President and Vice President
- Promote the mission of the Partners for Education
- Oversee the financial matters of the corporation
- Chair the Finance and Budget Committees
- Sign checks, drafts and orders for payment of money notes and other evidences of indebtness up to $1,000 and Co-sign such instruments with the President for over $1,000.
- Provide financial reports to the Board of Directors at all meetings or when requested by the President or the Board. Provide an Annual Financial Report at the Annual Meeting.
Section 1: Committees may, from time to time, be formed based on a recommendation of the Board of Directors or the Membership guided by the mission of the Partners. Actions of all committees are subject to ratification by the Board of Directors at a regular meeting, unless the Board has given the committee authority in specific cases or the committee function falls into the following authorized categories: Standing Committees, Liaison Committees and Special Committees.
Section 2: Standing Committees report directly to the Board of Directors and are established for a specific management necessity or a significant Partners interest requiring major participation by the Partners. Standing Committees shall be:
- Finance and Budget Committee
- Marketing and Membership Committee
- Public Relations Committee
- Grants Committee
- Shadow Day Committee
- Talent Show Fundraising Committee
- Fights for Education Fundraising Committee
Section 3: Special Committees may be established by the President or the Board of Directors for a specific purpose.
Section 1: An Executive Director may be established by a vote of the membership as recommended by the Board of Directors if the need arises. The Executive Director will be appointed and operate under the direction of the Board of Directors to manage the day-to-day administration of the Partners. The President will oversee the Executive director. The Board of Directors shall establish the job description for this position.
Section 2: A Special Appointing Committee of the Officers and the Chair of the Membership Committee will be responsible for the seeking, interviewing and recommending the hiring of an Executive Director to the Board of Directors.
Section 3: A Special Review Committee of the Officers and the chair of the Membership Committee shall conduct an annual performance review based on input from all Board members and recommend compensation increases to the Board of Directors.
Section 4: Performance reviews will take place at the end of each fiscal year and a review of the annual financial statements, except in the first year of employment when the first review will be as established when employed. Thereafter, each performance review will be as above.
Contracts – Checks, Deposits And Funds
Section 1: Contracts: The Board of Directors mat authorize the President and any other officer or officers, agent or agents of the corporation, in addition to the officers as authorized by these By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or may e confined to specific instances.
Section 2: Checks, Drafts or Orders: All checks, drafts or orders for payment money, notes or other evidences of indebtness issued in the corporation, shall be signed by such officer, officers, agent or agent of the corporation, and in such manner as shall, from time to time, be determined by vote of the Board of Directors. In the absence such determination by the Board of Directors, such instruments shall be signed by the Treasurer or the Assistant Treasurer and countersigned by the President of the Corporation.
Section 3: Deposits: All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.
Section 4: Gifts: The Board of Directors may accept on behalf of the corporation any contribution, gifts, bequest, or device for any purpose of the corporation.
Books And Records
Section 1: The corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, Board of Directors, committees having and exercising any of the authority of the Board of Directors, and the nominating committee and shall keep at the principal office a record giving the names and addresses of the members entitled to vote.
Section 2: Any member, or his agent or attorney may inspect all books and records of the corporation for any proper purpose within any reasonable time.
Section 3: The Secretary shall be responsible for the maintaining all records, minutes, correspondence or any other corporation documents.
Section 4: The Treasurer shall be responsible for maintaining all financial records.
Section 1: The fiscal year of the corporation shall begin September 1 in each year and end on the thirty-first day of August the following year.
Section 2: The corporation will have a budget approved by the Board of Directors prior to the start of each fiscal year.
Amendment Of By-Laws
Section 1: The by-laws may be altered, amended, or repealed and new by-laws may be adopted by a majority vote of the membership at the Annual meeting.
Section 2: If the Board of Directors deem necessary, a special membership meeting may be called for the purpose of section 1 above by notifying the membership at least ten (10) days notice of the special meeting.
Tax Exempt Status
Section 1: The corporation shall, to the extent legally permissible and only to the extent that the status of the corporation as an organization exempt under Section 501 © (3) of the internal Revenue Code is not affected thereby, indemnify each of its Directors, Officers, members, employees of other agents (including persons who serve at its request as Directors, Officers, members, employees or other agents of another organization in which it has an interest) against all liabilities and expenses including amounts paid in satisfaction of judgments, in compromise or as fines and penalties and counsel fees, reasonably incurred by him in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he may be involved or with which he may be threatened, while in office or thereafter, by reason of his being or having been such a Director Officer, member employee or agent, except with respect to any matter as to which he shall have adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interest of the corporation; provided, however, that as to any matter disposed of by a compromise payment by such Director, officer, member employs or agent, pursuant to a consent decree or otherwise, no indemnification either for said payment of for any other expenses shall be provided unless such compromise shall be approved as in the best inters of the corporation, after notice that it involves such indemnification:
- by a disinterested majority of the Directors then I office
- by a majority of the disinterested Directors then in office, provided that there has been obtained an opinion in writing of independent legal counsel to the effect that such Director, office, member, employee or agent pears to have acted in good faith in the reasonable belief that his action was in the best interests of the corporation
- by a majority of the disinterested members entitled to vote, voting as a single class.
Section 2: Expenses including counsel fees, reasonably incurred by any such Director, officer, member, employee or agent in connection with the defense or disposition of any such action, suit or other proceeding, may be paid from time to time by the corporation in advance by taking final deposition thereof upon receipt of an undertaking by such individual to repay the amounts so paid to the corporation if he shall be adjudicated to be not entitled to indemnification under Massachusetts General Laws, Chapter 180, Section 6. The right of indemnification hereby provided shall not be exclusive or affect any other rights to which any Director, officer, member, employee or agent may be entitled. Nothing contained herein shall after any rights to indemnification t which corporate personnel may be entitled by contract or otherwise under law. As used in this paragraph, the terms “Director”, “Officer”, “Member”, “Employee” and “Agent” include their respective heirs, executors and administrators and an “interested” Director is one against whom in such capacity the proceeding in question or another proceeding on the same or similar grounds is then pending.
Section 3: Donations: The corporation may make donations in such amounts as the members or Directors shall determine, irrespective of corporate benefits, for the public welfare or for education, scientific, civic community, hospital, charitable or similar purposes and in time of war or other national emergency in aid thereof, provided that, as long as the corporation is entitled to exemption from federal income tax under section 501 C (3) of the Internal Revenue Code, it shall make no contribution for other than these causes.
Section 4: Private Individuals: No part of the assets of the corporation and no part of any net earnings of the corporation shall be divided among or inured to the benefit of any officer of Director of the corporation or any private individual or be appropriated for any purposes other than the purposes of the corporation as herein set forth, and no substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation in conformity with the requirements of Section (h) of the internal Revenue Code, 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. It is intended that the corporation shall be entitled to exemption from federal income tax under Section 501 © (3) of the internal Revenue Code and shall not be a private foundation under Section 501 © (3) of the Internal Revenue code.
Section 5: Dissolution: Upon the liquidation or dissolution of the corporation, after payment of all of the liabilities of the corporation or due provision thereof, all of the assets of the corporation shall be disposed of to one or more organizations exempt from federal income tax under Section 501 C (3) of the internal Revenue Code.
Section 6: Legality: The corporation shall have and may exercise all powers necessary or convenient to effect any or all of the purposes foe which the corporation is formed; provided that no such power shall be exercised in a manner inconsistent with Massachusetts General Laws, Chapter 180 or any other chapter of the General Laws of the Commonwealth of Massachusetts; provided, further, that the corporation shall not engage in any exemption form federal income tax which the corporation may receive under Section 501 (3) of the Internal Revenue Code.
Section 7: References: All references herein to:
- the Internal Revenue Code shall be deemed to refer to the Internal Revenue Code of 1954, as now in force or hereafter amended.
- The General Laws of the Commonwealth of Massachusetts, or any chapter thereof, shall be deemed to refer to said General Laws or chapter as now in force or hereafter amended.
- Particular sections of the internal Revenue Code or General Laws of the Commonwealth of Massachusetts shall be deemed to refer to similar or successor provisions hereafter adopted.