BY-LAWS
OF
JONATHAN MONTESSORI HOUSE OF CHILDREN, INC.
ARTICLE I
OFFICES, CORPORATE SEAL
Section 1. Name of Corporation. The name of the Corporation is JONATHAN MONTESSORI HOUSE OF CHILDREN, INC., hereinafter referred to as the Corporation.
Section 2. Registered Office. The registered office of the Corporation in Minnesota shall be that set forth in the Articles of Incorporation or in the most recent amendment of the Articles of Incorporation or resolution of the Board of Directors filed with the Secretary of State of Minnesota changing the registered office.
Section 3. Other Offices. The Corporation may have such other offices, within or without the State of Minnesota, as the Board of Directors shall from time to time determine.
Section 4. Corporate Seal. The Corporation shall not have a seal.
Section 5. Business Purpose. The purpose of the Corporation shall be to establish and operate educational facilities for children based on the principles established by Dr. Maria Montessori. This Corporation shall be organized as a not-for-profit Corporation and operated exclusively for educational and charitable purposes.
Section 6. Members. Members of the Corporation shall consist of (a) each parent or legal guardian who has one or more students enrolled in the educational programs of the Corporation from time to time and (b) the full-time teaching staff of the Corporation from time to time.
ARTICLE II
MEETING OF MEMBERS
Section l. Annual Meetings. An annual meeting of the members shall be held once during each school year, at such time and date as may be designated from time to time by the Board of Directors and at a place in the county where the registered office is located, designated from time to time by the Board of Directors. Such date shall not be a legal holiday or a date during a scheduled vacation or holiday for the schools operated by the Corporation. The annual meeting shall be held at the Corporation’s principal place of business or another designated and advertised location in accord with meeting notice requirements.
Section 2. Special Meetings. Special meetings of the members may be called at any time by the President or by any two or more members.
Section 3. Notice of Annual Meetings. Written notice of each annual meeting of the members shall be given by, or at the direction of, the Secretary or person authorized to call the meeting, by electronic mailing or postal mailing a copy of such notice, at least 15 days before such meeting to each member entitled to vote thereat, addressed to the member’s address last appearing on the books of the Corporation, or supplied by such member to the Corporation for the purpose of notice. Such notice shall specify the place, day and hour of the meeting and in the case of a special meeting, the purpose of the meeting.
Section 4. Quorum. Forty percent of families represented, by presence or proxy, at a duly called meeting of members entitled to vote shall constitute a quorum for any action. Definition of “families”, is parents or guardians of the child(ren) enrolled at JMS.
Section 5. Proxies. At all meetings of members, each member may vote in person or by proxy. All proxies shall be in writing prior to the meeting when a vote will take place and filed with the Secretary. No proxy shall extend beyond a period of eleven (11) months. Every proxy shall be revocable.
ARTICLE III
BOARD OF DIRECTORS: SELECTION: TERM OF OFFICE
Section 1. Number. The affairs of this Corporation shall be managed by a board of not less than five (5) directors and not more than eleven (11) directors as determined each year in April by proxy vote by the members. Parents or legal guardians who have one or more children enrolled in the educational programs of the Corporation shall hold the majority of director seats. Non-members of the Corporation may hold the non-majority of seats. Montessori Trained Teachers, who need not be full-time teachers employed by the Corporation, shall have two (2) director seats reserved on the Board.
Section 2. Term of Office. Directors shall serve a term of one (1), two (2), or three (3) years, as staggered terms balance continuity with new perspective. Officers of the Board shall serve at least a two (2) year term. The term of office shall follow the fiscal year of the Corporation, July 1 – June 30 of each year.
Section 3. Removal. Any director may be removed from the Board, with or without cause, by a majority vote of the members of the Corporation voting thereon at a duly called meeting of the Corporation. In the event of death, resignation or removal of a director, their successor shall be selected by the remaining members of the Board and shall serve for the unexpired term of their predecessor.
Section 4. Compensation. No director shall receive compensation for any service they may render to the Corporation. However, any director may be reimbursed for their actual expenses incurred in the performance of their duties.
Section 5. Action Taken Without a Meeting. The directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining verbal or written approval with follow-up written approval of at least sixty (60%) percent of the active directors. Any action so approved shall have the same effect as though taken at a meeting of the directors.
Section 6. Executive Committee. The Board of Directors may designate two or more of its members to constitute an executive committee. To the extent determined by the Board, the executive committee has the authority of the Board in the management of the business of the Corporation. The executive committee shall act only in the interval between meetings of the Board and at all times shall be subject to the control and direction of the Board.
Section 7. Conflict of Interest. A Director of this Corporation may not simultaneously serve on the World Learner School Board. No member of the Board shall participate in any discussion or vote on any matter in which they or a member of their immediate family has a potential conflict of interest due to having material economic involvement regarding the matter being discussed. When such a situation presents itself, the director must announce their personal conflict, disqualify himself/herself, and be excused from the meeting until discussion is over on the matter involved. The President is expected to make inquiry if such conflict appears to exist, and the director has not made it known. A director may request recusal from discussion and vote on any
topic that they feel creates a personal or professional potential conflict of interest. When such a situation presents itself, the director must announce their personal conflict.
Section 8. Ex-Officio Members. The director/head of the school operated by the Corporation shall serve as an ex-officio non-voting director on the Board of Directors.
ARTICLE IV
NOMINATION AND ELECTION
Section 1. Nominations. Nominations may be made in writing from any members or Board members and delivered to a designated Board member by April 1st.
Section 2. Ballots. Upon verification of a nominee’s desire to serve, verification of the nominee’s term commitment (one, two, or three years), and receipt of a biography and board interest questionnaire, a designated board member will create a ballot.
Section 3. Election. Each member or their proxy shall vote on one ballot. Write-in nominations are permitted. Cumulative voting is not permitted. The election may be held via paper or via electronic means.
Section 4. Election Results. Two independent parties who are not members of the Corporation, employed by the Corporation, or active directors of the Corporation, verify the validity of each ballot and count the number of votes for each nominee. The nominees who receive the largest number of votes shall be elected to the open seats. Election ballots must be kept for five (5) years.
Section 5. Terms. The members shall elect new directors of this Corporation annually and each Director shall hold office until the Director’s term expires, unless they shall sooner resign or shall be removed or other disqualified to serve. There shall be no limit on the number of terms a person may serve as a director of this Corporation.
ARTICLE V
MEETINGS OF DIRECTORS
Section 1. Regular Meetings. Regular meetings of the Board of Directors shall be held from time to time at such time and place within the State of Minnesota as the Board may determine by resolution adopted by a majority of the whole Board of Directors. Notice of regular meetings need not be given.
Section 2. Special Meetings; Notice. Special meetings of the Board of Directors may be called at any time by the President or by any two directors. Notice of each such special meeting shall be given by telephone or by email prior to the meeting to be scheduled. Each such notice shall state the time and place of the meeting but need not state the purposes thereof except as otherwise herein expressly provided. Notice of any meeting of the Board need not be given to any director who shall be present at such meeting or who may be the topic of discussion at such meeting; and any meeting of the Board shall be a legal meeting without any notice thereof having been given, if all of the directors of this Corporation then in office shall be present thereat.
Section 3. Quorum and Manner of Acting. Except as otherwise provided by statute or by these By-Laws, a quorum shall consist of those directors actually present in person or available by telephone at the time of a meeting of the Board of Directors. Such a quorum shall transact the business at any meeting and the act of a majority of the directors present at any meeting at which such a quorum is present shall be the act of the Board of Directors.
ARTICLE VI
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
Section 1. Powers. The Board of Directors shall have power to:
A. Exercise for the Corporation all powers, duties and authority vested in or delegated to this Corporation and not reserved by other provisions of these By-Laws or the Articles of Incorporation;
B. Declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board of Directors; and
C. Employ a school director/head of school, manager, teacher, an independent contractor or such other employees as they deem necessary and to prescribe their duties as stated in the job descriptions adopted by the Board of Directors.
Section 2. Duties. It shall be the duty of the Board of Directors to:
A. Cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the members at the annual meeting of the members or at any special meeting when such statement is requested in writing by ten percent (10%) of the members who are entitled to vote;
B. Supervise all officers, agents and employees of this Corporation and to see that their duties are properly performed;
C. Procure and maintain adequate liability and hazard insurance on property owned by the Corporation; and
D. Cause all officers and employees having fiscal responsibilities to be bonded, as it may deem appropriate.
ARTICLE VII
OFFICERS AND THEIR DUTIES
Section 1. Enumeration of Officers. The officers of this Corporation shall be a President and Vice President who shall at all times be members of the Board of Directors, Secretary and Treasurer and such other officers as the Board may from time to time by resolution create.
Section 2. Election of Officers. As soon as practicable after the start of a fiscal year, the Board of Directors shall meet at a place within the State of Minnesota as may be designated by the Board of Directors, for the purpose of electing the officers of the Corporation and for the transaction of such other business as shall come before the meeting. Notice of such meeting need not be given.
Section 3. Term. The Board shall elect the officers of this Corporation annually and each shall hold office for one (1) year unless he shall sooner resign or shall be removed or otherwise disqualified to serve. There shall be no limit on the number of terms a person may serve as an officer of this Corporation.
Section 4. Special Appointments. The Board may elect such other officers as the affairs of the Corporation may require each of whom shall hold office for such period, have such authority and perform such duties as the
Board may from time to time determine.
Section 5. Resignation and Removal. The Board may remove any officer from office with or without cause. Any officer may resign at any time giving written notice to the Board, the President or the Secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 6. Vacancies. Any vacancy in the Board of Directors caused by death, resignation, disqualification, removal or any other cause may be filled by a vote of the remaining directors (though less than a quorum) and each director so chosen shall hold office until the next annual meeting of voting members and until his successor shall be duly elected and qualified, unless sooner displaced.
Section 7. Multiple Offices. No person shall simultaneously hold more than one of any of the offices of the Corporation except in the case of special offices created pursuant to Section 4 of this Article.
Section 8. Duties. The duties of the officers shall be prescribed as stated in the job descriptions adopted by the Board of Directors.
ARTICLE VIII
COMMITTEES
The Board of Directors shall appoint committees, as it shall deem appropriate in carrying out its purpose.
ARTICLE IX
BOOKS AND RECORDS
Section 1. Books and Records. The Board of Directors of the Corporation shall cause to be kept as determined by the Board:
A. Records of all proceedings of voting members and directors;
B. Records of all committees having any authority of the Board of Directors;
C. Such other records and books of account that shall be necessary and appropriate to the conduct of the corporate business.
Section 2. Documents Kept at Registered Office. The Board of Directors shall cause to be kept at the registered office of the Corporation originals or copies of:
A. Records of all proceedings of members and directors;
B. Records of all committees having any authority of the Board of Directors;
C. The Articles of Incorporation and By-Laws of the Corporation and all amendments thereto.
Section 3. Inspection. The books, records and papers of the Corporation shall at all times during reasonable business hours be subject to inspection by any member or director. The Articles of Incorporation and the By-Laws of the Corporation shall be available for inspection by any member or director. These records are not
to be removed and may only duplicated by a voting board director and only for the purpose of conducting the business of the Corporation.
ARTICLE X
WAIVER OF NOTICE
Whenever any notice whatsoever is required to be given by these By-Laws or the Articles of Incorporation of the Corporation or any of the corporate laws of the State of Minnesota, such notice may be waived in writing, signed by the person or persons entitled to said notice, whether before, at or after the time stated therein or before, at or after the meeting.
ARTICLE XI
AMENDMENTS
Section 1. These By-Laws may be amended, at a regular or special meeting of the members, by a vote of a majority of a quorum of members present in person or by proxy.
Section 2. In the case of any conflict between the Articles of Incorporation and these By-Laws, the Articles shall control.
ARTICLE XII
MISCELLANEOUS
The fiscal year of the Corporation shall begin on the 1st day of July and end on the 30th day of June of every year, except that the first fiscal year shall begin on the date of Incorporation.
These By-Laws, as originally approved on June 22, 1972, have hereby been amended pursuant to Article XI of said By-Laws on this 24th day of October, 2000 and on 8th day of June, 2002; Article II, on the 8th day of April, 2010, Articles II, III and IV on the 5th day of April, 2011; Articles I-XII on the 16th day of September, 2015; Articles I-XII on the 27th day of February, 2024.
Secretary
