Our Bylaws
Amended to July 1, 2000
Article I - Name
The school shall be known as The Solomon Schechter Day School of Raritan Valley, hereinafter referred to as the "School."
Article II - Purposes and Policies
Section 1. School Mission. In brief, the School’s mission is to educate Jewish youth toward becoming knowledgeable, practicing, committed Jews and responsible citizens, while achieving academic excellence in both General and Judaic studies. The School’s complete Mission Statement, which is attached hereto as Exhibit A, is incorporated into these By Laws.
Section 2. The School shall be affiliated with The Solomon Schechter Day School Association.
Section 3. The Solomon Schechter Day School of Raritan Valley admits students of any race, color, or national or ethnic origin to all the rights, privileges, programs, and activities generally accorded or made available to students at the School. It does not discriminate on the basis of race, color, sex, national or ethnic origin in administration of its educational policies, admissions policies, scholarship and loan programs, and athletic and other school-administered programs.
Article III - Members
Section 1. The School shall be governed by a Corporation formed under the laws of the State of New Jersey for non-profit educational institutions.
Section 2. The voting membership of the Corporation shall consist of the parents or legal guardians of all children enrolled as students in the school, trustees and officers, while in office, as well as any other interested person who shall have submitted a written request for membership and shall have received the approval of the Board of Trustees. No membership, nor any aspect of membership, shall be transferable except as otherwise prescribed by law or in these by-laws.
Section 3. Each member shall have one vote. Only members in good standing of the Corporation shall be eligible to participate in its business meetings or vote therein.
Section 4. A parent(s) or legal guardian(s) who is three (3) months in arrears in the payment of his (her) tuition bill shall not be a member in good standing of the Corporation.
Section 5. An annual meeting of the members for the election of trustees and officers as well as for the transaction of other business shall be held on the first Monday in June each year or on such other date and at a time and place as fixed by the Board of Trustees.
Section 6. Special meetings of the membership of the Corporation may be called by a majority of the Board of Trustees or by the President of the Board of Trustees.
Section 7. Unless waived, notice of annual and special meetings of the membership shall be in writing and may, except as otherwise provided by law or these by-laws, be signed by the President of the Board of Trustees, the Communications Vice President, or by any trustee specifically authorized to do so by the Board. The notice shall state the place, date, and hour of the meeting and shall also state the purpose for which the meeting is being called. Notice shall be given no less than five (5) and no more than twenty-one (21) days before the date of the meeting.
Section 8. A simple majority of those members present and voting, unless otherwise provided, shall be required for passage of resolutions and for election of trustees and officers. In the event that more than two candidates have been nominated for an office and no single candidate receives a majority of the votes cast by members present, a run-off vote shall be taken between the two candidates receiving the most votes.
Section 9. A quorum at the Annual Meeting shall consist of ten (10) voting members of the Corporation.
Article IV - Board of Trustees
Section 1. The custody and control of the property and administration of the affairs of the Corporation shall be vested in a Board of Trustees, hereinafter sometimes referred to as the "Board."
Section 2.
General Purposes and Duties. The primary purposes of the Board shall include defining the School and its mission, developing and implementing a strategic plan and ensuring the financial well-being and stability of the School. The duties of the Board shall include hiring of the Head of School, the passing of an annual budget, the setting of tuition and fees and adopting and executing such other policies, not otherwise prohibited by the By-Laws or other governing law, which it considers to be in the best interests of the School.
Section 3. Board Membership. The Board shall consist of the officers of the Corporation, all past presidents of the School, the chairpersons of standing committees, insofar as they are not officers of the Corporation, the president of the Parent Teachers’ Association, (in the event there are co-presidents of the Parents Teachers’ Association, they will be limited to one vote), the Rabbi of the School, plus fifteen trustees elected by the members of the Corporation and up to seven (7) appointed by the President of the Board. The trustees need not be parents or legal guardians of children enrolled as students at the School. Two additional trustees shall be selected from the Central New Jersey Board of Conservative Rabbis. The exact number of elected and appointed members of the Board may be changed by the Board from time to time.
Section 4. The teachers may select a representative who shall attend Board meetings in a non-voting capacity.
Section 5. Term of Office - Elected Trustees. The term of office of an elected trustee shall be three years. Elected trustees shall assume office by July 1 following the annual meeting. An elected trustee shall be limited to a maximum of two consecutive three year terms. A trustee elected for two consecutive three year terms cannot be appointed to the Board in the next year. Nothing shall preclude such a trustee from joining the Board again at a later date.
Section 6. Term of Office - Appointed Trustees. The term of office of an appointed trustee shall be one (1) year. An appointed trustee may be reappointed at the discretion of the President for a maximum of one additional year.
Section 7. The Rabbi of the School shall be a permanent member of the Board.
Section 8. Duties of Board Members. Members of the Board shall: (a) meet all financial obligations to the School, (b) attend Board meetings on a regular basis, (c) be a positive representative of the School to the greater community and (d) actively participate in and/or contribute to fund raising efforts.
Section 9. Board Meetings. Regular meetings of the Board shall be held on the fourth Tuesday of each month or on such other day and at such time as may be fixed from time to time by resolution of the Board. Special meetings of the Board may be called at any time by the President, or by any four (4) trustees upon three (3) days’ prior written notice to each trustee. Notice of special meetings of the Board need not be given to any trustee who submits a signed Waiver of Notice, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at the commencement thereof, the lack of notice to him.
Section 10. Quorum. Fifteen Board members with voting powers shall constitute a quorum for the transaction of business by the Board.
Section 11. The vote of a majority of Board members present at a meeting at which a quorum is in attendance shall be sufficient to pass any motion or resolution of the Board, unless the vote of a greater number is required by law or these by-laws.
Section 12. Board Vacancy
(a) Upon referral by the President to the Board, the Board may declare vacant the seat of any trustee (excluding Rabbis and past presidents) who, without reasonable cause accepted as satisfactory by the Board, is absent from 50% of the Board meetings in any one year.
(b) Any trustee may be removed from the Board for cause by a two-thirds vote of the Board present when the issue is voted upon. The Board shall afford such person notice and an opportunity to be heard. Removal decisions shall be guided by the Board member requirements set forth in Article IV, Section 8 of these bylaws.
(c) A vacancy among the elected trustees for any reason, including the removal of a trustee, may be filled by the vote of a majority of the trustees present and voting. A trustee elected to fill a vacancy shall complete the unexpired term of the trustee he or she is replacing.
(d) A vacancy among the appointed trustees for any reason, including the removal of a trustee, may be filled by appointment by the President. A trustee appointed to fill such a vacancy shall fill the unexpired term of the trustee he or she is replacing.
Section 13. Each trustee, whether elected or appointed, must serve on at least one standing committee or one sub-committee, as may be designated by the President
Section 14. Conflicts of Interest
(a) A Board member who is the spouse or first degree relative of an employee of the School shall neither vote on nor participate in nor be present during discussion of any matter in which there is a conflict of interest or the appearance of a conflict of interest, decisions as to which shall rest exclusively with the President.
(b) No employee of the School, with the exception of the Head of School, shall be a member of the Board. The Board may waive application of this provision as to a particular person for a particular school year by a two-thirds vote of the members present when the issue is voted upon. This provision shall not preclude other members of the School Administration or employees from attending Board meetings and participating in discussions, where appropriate, as determined by the President.
Section 15. Trustees shall receive no compensation for any service performed by them as trustees.
Section 16. Honorary Trustees. The Board may, from time to time, establish such class or classes of Honorary Trustees as it shall determine to be beneficial to the furtherance of the purposes of the School. Such Honorary Trustees shall be selected by majority vote of the trustees and shall have such powers and duties as the trustees shall determine, but shall not be entitled to vote or be counted for purposes of establishing a quorum.
Section 17. Advisory Council. The Board of Trustees may choose to establish an Advisory Council. This Council would be composed of prominent members of the greater community. The members of the Advisory Council will provide advice, wisdom, guidance and support to the Board of Trustees and the School. Members would be appointed by the President of the Board of Trustees in consultation with the Executive Committee. If the Advisory Council is established, it shall convene and consult with the President at least once per annum.
Article V - Officers
Section 1. The officers of this Corporation shall consist of a President, a First Executive Vice President, a Second Executive Vice President, a Fund Raising Vice President, an Education Vice President, a Facilities Vice President, a Communications Vice President, a Treasurer and a Recording Secretary.
Section 2. The officers will be elected at the annual meeting of the Corporation. The President shall be elected to serve for two years. The term of office of other officers shall be one year. These officers shall assume office by July 1 following their election at the annual meeting.
Section 3. President. In addition to any other duties set forth herein, the President shall act as Chairperson at all membership and Board of Trustees meetings, appoint the chairpersons of standing and special committees, (unless otherwise specified by these By-Laws), be an ex officio member of all committees except the nominating committee, sign all legal documents, and perform such other duties as are incident to the office. He or she shall be a member of the Executive Committee.
Section 4. First Executive Vice President. The First Executive Vice President shall assist the President in whatever duties the President may designate and shall automatically perform the duties of President in case of the latter’s absence or disability. This officer shall be responsible for coordinating, encouraging, stimulating and assisting all committees of the School and shall have the committee chairperson present monthly reports to the Board. The First Executive Vice President shall be the chairperson of the nominating committee. He or she shall be a member of the Executive Committee.
Section 5. Second Executive Vice President. The Second Executive Vice-President shall assist the First Executive Vice President and shall be a member of the Executive Committee.
Section 6. Fund Raising Vice President. The Fund Raising Vice President shall be the chairperson of the Fund Raising Committee, and shall be a member of the Executive Committee.
Section 7. Education Vice President. The Education Vice President shall be the chairperson of the Education Committee and shall be a member of the Executive Committee.
Section 8. Facilities Vice President. The Facilities Vice President shall monitor all building and grounds used by the School. This officer shall be the chairperson of the Strategic Planning Committee and a member of the Executive Committee.
Section 9. Communications Vice President. The Communications Vice President will focus on developing and improving communications within the School (including students, parents, graduates, teachers and administrators) and the broader community and improving public relations. He or she will work with the Administration, Development Director or other professionals retained by the School to address communications issues, to improve and coordinate communication strategies. The Communications Vice President will also be responsible for sending out notices of all board meetings, regular and special, and acting as a liaison with the Jewish Federation
and area synagogues. He or she shall be a member of the Executive Committee.
Section 10. Treasurer.
(a) The Treasurer shall oversee the Finance and Budget Committee and shall prepare a proposed annual budget for the Board for each school year. He or she shall insure that a true and correct account is kept between the School and its members and shall supervise the collection of tuition and fees. In addition, he or she shall be a member of the Executive Committee.
(b) The Head of School, in consultation with the Treasurer and the Board, shall hire a Business Manager and/or sufficient bookkeeping personnel to manage the financial affairs of the School.
(c) The Treasurer shall monitor the bookkeeping functions of the School and the Business Manager and bookkeeping staff. In addition, the Treasurer shall make certain that all tax returns are filed with the appropriate governmental entity. He or she shall render a report on the finances of the School at all Board meetings, and at such other meetings or occasions, if directed to do so by the Board.
Section 11. Recording Secretary. The Recording Secretary shall keep a complete record of the business and proceedings of meetings of the Membership, the Board of Trustees and Executive Committee and shall be a member of the Executive Committee.
Section 12. Disbursements. All disbursements of the School funds shall require the signature of two (2) officers as designated by the Board of Trustees.
Section 13. Removal of Officers.
(a) Removal – Upon referral by two-thirds of the Executive Committee to the Board, any officer may be removed from office for cause by a two-thirds vote of the Board present when the issue is voted upon. The Board shall afford such person notice and an opportunity to be heard. Removal decisions shall be guided by the Board member requirements set forth in Article IV, Section 8 of these bylaws.
(b) Vacancy - A vacancy in any office caused by any reason, including removal of an officer, may be filled by a vote of a majority of the trustees then in office, regardless of their number.
Article VI - Committees
Section 1. There shall be the following standing committees of the Corporation: Executive; Finance and Budget; Tuition Assistance; Nominating; Fund Raising; Strategic Planning; Education; Investment; Independent Audit; Instructional Technology and Planned Giving and Endowment. Other standing committees may be created by resolution of the Board of Trustees. Except as otherwise provided in these by-laws, the chairperson of each standing committee shall be selected annually by the President. Unless specified by the by-laws, the Chairperson of each committee, in consultation with the President, will select the members of the committee. In addition, the President and the First Executive Vice President shall be ex officio members of all committees. The chairperson of each committee may call meetings of that committee. All committees may adopt rules governing the conduct of their affairs but shall report on a regular basis to the Vice President in charge of the committee.
Section 2. Executive Committee.
(a) The members of the Executive Committee shall be the officers of the School. The President shall be the chairperson of the Executive Committee.
(b) The Executive Committee shall (1) set the agenda for Board of Trustee meetings, (2) propose goals for the Board of Trustees at the beginning of each school year, (3) act as a coordinating body for the Board of Trustees and standing committees, and (4) be available to provide advice to the Head of School.
(c) The Executive Committee shall have the power to make such decisions as shall be expedient when it is impracticable or unnecessary to call a special board meeting. The Executive Committee may authorize non-budgeted expenditures not to exceed $10,000.00. Such authorizations must be reported to the Board of Trustees at the next scheduled meeting.
Section 3. Tuition Assistance Committee. The members of the Tuition Assistance Committee shall be the Chairperson and two other persons selected annually by the President. The Committee members shall not be parents or legal guardians of current students in the School. The Committee shall be in charge of tuition assistance and scholarships for the School and shall have the authority to award full or partial scholarships based solely on the yearly tuition. Such awards shall be made with regard to the financial condition of the Corporation and shall be consistent with such criteria as may be established from time to time by the Board. This committee shall report to the Second Executive Vice-President.
Section 4. Finance and Budget Committee. The Finance and Budget Committee shall consist of at least five members, including the Treasurer and the Fund-raising Vice President. The Head of School and Business Manager shall be ex officio members of this committee. It shall be the duty of the Finance and Budget Committee to make a detailed estimate of the income of the School and to arrive at a proposed budget for the coming year and to present said budget through the Treasurer to the Board between January 1 and February 15, or as soon thereafter as is practicable. In addition, during that same period, the Finance and Budget Committee shall recommend to the Board the amount of tuition and other charges for the coming year.
Section 5. The Education Committee shall have (in addition to the chairperson and any ex officio members) between five and nine members, all appointed by the Chairperson in consultation with the Head of School and President of the Board of Trustees. The duties of the Education Committee shall include consulting with the Head of School on the establishment of educational policy and in setting as well as the supervision and revision of the curriculum. It shall set the academic calendar. It shall oversee the grievance procedures. It shall appoint a personnel sub-committee to consult with the Head of School in the engagement and dismissal of educational staff. The subcommittee shall also oversee the evaluation of the Head of School. The Rabbi of the School will be an ex officio member of the Education Committee.
Section 6. Fund Raising Committee. The Fund Raising Committee shall consist of at least five members under the chairmanship of the Fund Raising Vice President. The Committee shall work with the Development Director, if any, to plan, recommend, report and execute all plans for the raising of supplementary revenues for the operation of the School. In the spring of each school year, this Committee shall submit a detailed fund raising plan for the coming school year and include therein suggestions, estimated dates, anticipated amount to be raised and manpower needed.
Section 7. The Strategic Planning Committee shall consist of at least five members and shall meet on a year-round basis under the chairmanship of the Facilities Vice President. The committee shall prepare, and update on a regular basis, a five year plan including such items as anticipated student population, class size, room requirements, number of teachers anticipated and other facilities needed. In said plan, recommendations shall be made to the Board for long-range financial needs, capital requirements, and suggestions as to the obtaining of said needs.
Section 8. Investment Committee. The Investment Committee shall consist of the President, Treasurer and at least two other members. The Investment Committee shall select and direct the investment of the School’s funds, when available for such purpose, subject to policy determinations by the Board. These funds shall include those received as gifts or as part of planned giving or endowments.
Section 9. Independent Audit Committee. The Independent Audit Committee shall consist of at least three members. The members of this Committee shall not include the Treasurer, individuals with check writing authority for the School or other individuals who present an actual or apparent conflict of interest. This Committee shall interview and recommend to the Board a Certified Public Accounting firm as auditor to audit the books of account of the School on an annual basis. This Committee shall further review the audit report and present the annual audit report to the Board for approval.
Section 10. Instructional Technology. The Instructional Technology Committee shall consist of at least three members including at least one member of the Education Committee. This Committee will focus on the use of instructional technology as an integrated tool in support of teaching/learning in all Jewish and General Studies curricular areas. The Committee will work with the Head of School to assure that each teacher acquires the technical and curricula integrating skills necessary to plan, design, evaluate and have students implement relevant technology-based projects. The Committee shall report on a periodic basis to the Education Committee.
Section 11. Planned Giving and Endowment Committee. The Planned Giving and Endowment Committee shall consist of at least three members, including at least one member of the Fund Raising Committee. This Committee will be responsible for organizing, implementing and promoting planned giving or endowments from donors for the benefit of the School. The Planned Giving and Endowment Committee shall work with the Development Director, if any, on these activities.
Section 12. The Board may at its discretion limit the number of members on any committee, provided, however, that, except as otherwise may be specifically provided herein, the Board may not limit the number of committee members to fewer than three (3) without counting ex officio members. Committee members, unless otherwise specified in these by-laws, need not be members of the School.
Article VII - Nominations
Section 1. Nominations of officers and trustees shall be made by a nominating committee consisting of at least three (3) persons. The First Executive Vice President shall be the chairperson of the Nominating Committee. The other members of the committee shall be appointed annually by the chairperson of this committee and shall not be current officers of the School.
Section 2. The slate of nominees shall consist of one nomination for each office and for each position on the Board whose term of office shall expire within the current fiscal year.
Section 3. In deciding upon nominees, the Nominating Committee shall seek to identify persons who can satisfy the Board member requirements set forth in Article IV, Section 8 of these by-laws and who have demonstrated a commitment to furthering the Mission of the School.
Section 4. Selections of the nominating committee shall be reported to the Board and notice of said nominations shall be mailed to the members of the Corporation at least fifteen days prior to the annual meeting.
Section 5. Nomination for any elective office may be made by petition of twenty-five members of the Corporation, said nominations to be filed with the Communications Vice President at least ten days before the election.
Section 6. Notice of nominations by petition must be mailed to all members of the Corporation at least five days before the election.
Section 7. In making nominations, the nominating committee shall, to the maximum extent possible, attempt to include representatives of each of the surrounding communities. The President shall also consider this when making appointments to fill vacancies of the Board of Trustees.
Article VIII -Head of School
Section 1. The Head of School shall be engaged by the Board. The Board may not engage the Head of School for a period in excess of five years at any one time. The Head of School may only be dismissed by the action of the Board. The engagement, reappointment or dismissal of the Head of School shall be by a majority vote of the Board present and voting.
Section 2.
The Head of School shall, in addition to any other duties that the Board may from time to time direct be undertaken, (1) administer and direct the operations of the School; (2) after consultation with the Chair of the Education Committee, engage and dismiss educational staff members; (3) after consultation with the President of the Board of Trustees, engage and dismiss all other categories of employees of the School (subject to the special conditions for the hiring of the Business Manager and related bookkeeping personnel set forth in Article V, Section 9(b)). (4) prepare, supervise and revise the curriculum and educational activities of the School; and (5) attend meetings of the Board, Executive Committee, and the Education Committee.
Section 3. Each year the Education Committee shall review the performance of the Head of School and make a presentation to the Board. At the appropriate time in the Head of School’s contract term, the Education Committee shall make a recommendation to the Board as to whether the Head of School should be reengaged. A recommendation to reengage the Head of School, if approved by the Board, shall be followed immediately by the designation of a special committee to renegotiate the Head of School’s contract. A recommendation not to reengage the Head of School, if approved by the Board, shall be followed immediately by the designation of a search committee to seek, evaluate and interview candidates for the position.
Article IX - Amendments
These by-laws may be amended by a vote of the majority of the Board present and voting or by the members at a membership meeting by a vote of three-fifths of the members present and voting.
Article X - Indemnification
The School shall, to the fullest extent permitted by law, indemnify any and all members of the Board and School employees whom it shall have legal power to indemnify, from and against any and all expenses, liabilities, judgments, or other matters permitted by law. Notwithstanding the generality of the foregoing, no person shall be indemnified for any act of willful, wanton or intentional, unauthorized conduct or misconduct.
Article XI - Corporate Seal
The Board of Trustees may adopt a Corporate Seal, alter such seal at its pleasure and authorize it to be used by causing a facsimile to be affixed or impressed or reproduced in any other manner.
Article XII - Rules of Order
The rules of procedure at meetings shall be determined by Robert’s Rules of Order, latest revised edition, unless otherwise provided by law or these by-laws.