By-Laws Approved: 1996
By-Laws Amended: 9/2000
By-Laws Amended: 9/2005
By-Laws Amended: 9/2011
By-Laws Amended 10/2018
Weymouth Educational Foundation, Incorporated
Article 1 – General Provisions
Section 1. Name: The name of the Foundation shall be Weymouth Educational Foundation, Incorporated.
Section 2. Purpose: The purpose for which the Foundation is formed are as stated in the articles of organization.
- To receive and administer funds for educational, scientific and charitable purposes to be used to develop, support and assist programs throughout the Town of Weymouth Public School System to augment and enrich the students, parents, teachers and staff in the Weymouth Public Schools.
- To carry on such other related charitable, educational or scientific activities as may be necessary or appropriate in connection therewith.
Section 3. Location: The principal office of the Foundation shall initially be located at the place set forth in the Articles of Organization of the Foundation. The Trustees may establish other offices and places of business in Massachusetts or elsewhere.
Section 4. Fiscal Year: Except as from time to time otherwise determined by the Trustees, the fiscal year of the Foundation shall end on the last day of June.
Article II – Members
Section 1. Members: The Foundation shall have no members as such term is used in Massachusetts General Laws” Chapter 180, as amended from time to time, (the “Statue”). No person now or hereinafter designated by the Foundation, as a “member” for any purpose shall be or deemed to be a member for purposes of the Articles of Organization or By-Laws of the Foundation or the Statue, or any other law, rule or regulation. Any action or vote required or permitted by the Statue or any other law, rule or regulation to be taken by members, shall be taken by action or vote of the same percentage of Directors of the Foundation.
Section 2. Honorary Members: Any person now or hereinafter designated by the Foundation as a “member” and any reference to “member” in these By-laws shall be deemed to mean an honorary member, as such term is used in Article III hereof.
Section 3. Meeting: Immediately following the annual meeting of the Directors specified in Article V.
Section 4. the Foundation shall hold a meeting which shall be open to all honorary members and to all residents of the Town of Weymouth and to all persons and firms having a place of business or doing business within the Town and all non-profit organizations located within the Town. All persons present at such meeting shall have an opportunity to be heard as to any matters relating to the operation of the Foundation.
Article III – Members, Benefactors, Contributors, Friends of the Foundation
Section 1. Designation of Other Members: The Directors may designate certain persons or groups or persons as sponsors, honorary members, general members, benefactors, contributors or friends of the corporation or other such title as they deem appropriate. Honorary Board Members, General members, benefactors, advisors, etc., shall serve in an honorary capacity and, except as the Directors shall otherwise designate, shall in such capacity have no right to notice of or to vote at any meeting, shall not be considered for purposes of establishing a quorum, and shall have no other rights or responsibilities.
Section 2. Advisors: The Directors may also establish a Board of Advisors consisting of former members of the Board of Directors and others who are willing to provide their knowledge and expertise to the Foundation. Members of the Board of Advisors shall be designated as such by the Board of Directors from time to time, in its sole discretion. Members of the Board of Advisors shall be given notice of regular and special meetings of the Board of Directors, but failure to give or receive such notice shall not affect the validity or enforceability of any action taken by the Board of Directors at any such meeting. No member of the Board of Advisors shall be eligible to vote at any meeting of the Board of Directors nor shall they be considered for purposes of establishing a quorum at meetings of the Board of Directors.
Article IV – Dues, Fees and Assessments
Section 1. Annual Dues: The Board of Directors may determine from time to time the amount of initiation fee, if any; special assessment, if any; and annual dues (which may be prorated for any honorary member, sponsor or the like designated pursuant to Article III hereof who joins after the start of a fiscal year), if any, payable to the Foundation by other members, sponsors or the like designated pursuant to Article III hereof.
Section 2. Payment of Dues: Dues, if any, shall be payable at such times as the Directors may determine.
Article V – Board of Directors
Section 1. Powers: The business and property of the Foundation shall be managed by a Board of Directors who may exercise all the powers of the Foundation.
Section 2. Election and Number: The Board of Directors shall be constituted of an uneven number (if possible) of Directors totaling no more than 21. Regardless of the number of Directors, the Board shall also include the incumbent Superintendent (or his designee) of the Weymouth Public Schools who shall serve as ex-officio nonvoting members of the Board. The remaining Directors shall serve three-year terms. Annual terms, for the Board of Directors, shall be measured from the first day of October to the last day of September of the succeeding year (or fraction thereof in the case of a Director elected to fill a vacancy). The incumbent Board of Directors shall elect approximately one-third of the members of the Board annually. If there is an available seat on the Board, nominations will be considered for an individual who has shown a strong interest in WEF and has served as a general member during the prior year. All Directors shall hold office until their respective successors are elected and qualified. The Directors shall elect a president who shall preside, when present, over all meetings of the Directors.The Directors may implement a procedure for the designation of a representative of Weymouth Public School students to attend and participate in meetings of the Foundation.
Section 3. Resignation and Removal: Any Director may resign by delivering a written resignation to the Foundation at its principal office or to the president or clerk. Such resignation shall be effective upon receipt unless it is specified to be effective at some time later. Any Officer, Director or Advisor can be removed from their position with or without cause by the affirmative vote of at least 60% of the Directors. If a Board member misses 4 regularly scheduled meetings within a twelve (12) month period, without prior notification or extenuating circumstances, they will be removed from their position, and placed in General Membership; the exception being the Superintendent of Schools (or his/her designee).
Section 4. Annual Meeting: The annual meeting of the Directors of the Foundation shall be held at 7:00 p.m. on the first Wednesday in October in each year, or if that date is a legal holiday in the place where the meeting is to be held, then at the same hour on the succeeding day not a legal holiday. The annual meeting may be held at the principal office of the Foundation or such place within Weymouth as the Directors shall determine. If the annual meeting is not held on such date, a special meeting in lieu of an annual meeting may be held with all the force and effect of an annual meeting. Notice of the annual meeting setting forth the date, time; and place of any such meeting shall be mailed, faxed or emailed to all Directors not less than fourteen (14) days prior to the date of the annual meeting. Notice of any special meeting shall be given as directed under Section 6 of this article.
Section 5. Regular Meetings: Regular meetings of the Directors should be held monthly (if needed), and may be held without call or notice at such places and times as the Directors may from time to time determine, provided that any Director who is absent when such determination is made shall be given notice thereof.
Section 6. Special Meetings: Special meetings of the Directors may be held at any time and place designated in a call by the President, the Treasurer or two or more Directors. Notice of all special meetings of the Directors shall be given to each Director by the Clerk or, in case of death, absence, Incapacity or refusal of the Clerk, by the officer or one of the Directors calling the meeting. Such notice shall be given to each Director in person or by telephone, e-mail or facsimile transmission sent to such Director’s business or home address, as indicated in the Clerk’s records, at least twenty-four (24) hours in advance of the meeting, or by mail addressed to such business or home address and postmarked at least seventy-two (72) hours in advance of the meeting except as may be required by law. A notice or waiver of notice shall specify the purpose of any special meeting.
Section 7. Action of Meetings: A majority of the Directors then in office shall constitute a quorum, but a lesser number may without further notice adjourn the meeting to any other time. At any meeting at which a quorum is present, the vote of a majority of those present shall decide any matter unless the Articles of organization, these By-laws, or any applicable law requires a different vote.
Section 8. Action by Consent: Any action by the Directors or any committee may be taken without a meeting if a written or verbal consent thereto is given by all the Directors or all the members of the applicable committees and filed with the records of the meetings of the Directors. Such consent shall be treated, for all purposes, as a vote at a meeting.
Section 9. Non-Voting Members: The Directors may create groups of non-voting members, such as Advisors or General Members, and may elect persons to those groups for such terms and on such conditions as the Directors determine, and may assign to such persons such responsibilities, duties and privilege as the Directors determine. Persons elected as non-voting members shall not be Directors for the purposes of these By-laws and shall have no votes at any meetings of the Directors.
Section 10. Committees: The Directors shall elect from their own number an Executive Board (as described in Section 11 below), and may elect such other committees as they may from time to time determine necessary or advisable, including without limitation, committees to deal with matters affecting fund raising and finances, program planning and development, publicity & communications, and other matters affecting the state of the Foundation, and may delegate such powers and duties thereto as the Board of Directors may deem advisable to the extent permitted by law. Except for the Executive Board, such committees shall be chaired by a member of the Board of Directors, but may include general members in their membership. NO committee member shall serve more than three (3) consequent years, on a committee, unless approved by the Board of Directors. Any decisions, affecting the funds of the Foundation (W.E.F.) need to be voted on by the Board of Directors prior to a commitment being made. At any meeting of a committee, a quorum for the transaction of all business properly before the meeting shall consist of a majority of the elected members of such committees. No decision shall be made by anyone Director. Any information to be made available for public distribution (including newsletters, flyers, “application” forms, press releases, etc.) needs to be presented to the President or Vice President for approval. Nothing shall be sent out without approval.
Section11. Executive Board: The Executive Board shall consist of the President, the Vice President, the Clerk, the Treasurer, and such other officers as the Directors may determine. The President shall be the Chairman of the Executive Board. The President or any other two members of the Executive Board may call a meeting of the Executive Board. The President or other persons calling the meeting shall give, or cause to be given, written or verbal notice to each member of the Executive Board of the date, time, place and purpose of the meeting at least two days before the scheduled meeting. Three members of the Executive Board shall constitute a quorum for the transaction of business at any meeting thereof. The Executive Board shall act only in the intervals between the meetings of the Board of Directors to authorize emergency funds, not to exceed $200.00. Subject to the aforesaid exceptions, any person dealing with the Foundation shall be entitled to rely upon any act or authorization of an act by the Executive Board to the same extent as an act or authorization of the Board of Directors. The Executive Board shall keep full and complete records of all meetings and actions, which shall be reported to and be open to inspection by the Board of Directors. At each meeting of the Executive Board, all questions and business shall be determined by a majority vote of those present, or without a meeting by a writing or writings signed by all of its members.
Section12. Nominating and Membership: The Past President(s) shall chair the Nominating and Membership Committees, Two to three directors who are elected at the annual meeting will serve on the committee. Among the responsibilities of this committee shall be:
(a.) To canvass the membership for recommendations for election to the Board of Directors as specified in Section 2 of this Article,
(b.) To prepare a recommended slate of candidates for election to the Board of Directors and as officers of the Foundation for submission to the incumbent Board of Directors no later than the first meeting of September in each year,
(c.) Solicit the community to become general members,
(d.) The Directors may accept or reject such recommendations in their sole discretion.
Section 13. Finance Committee: The directors shall elect 3 members at the annual meeting who will conduct a financial review and report back to the directors after the comprehensive annual report of the treasurer. This report shall be at the January meeting.
Article VI – Officers
Section 1. Officers: The officers of the Foundation shall consist of a President, a Vice President, a Treasurer, a Clerk and such other officers as the Directors may determine.
Section 2. Election: The President, Vice President, Treasurer, and Clerk shall be elected annually by the Directors. Any other officers determined necessary or desirable by the Directors may be elected by the Directors. No more than one office may be held by the same person at the same time. The Clerk shall be a resident of the Commonwealth of Massachusetts unless the Foundation shall appoint a resident agent for the services of process appointed in the manner prescribed by law. Except as otherwise provided by law the Articles of Organization or these Bylaws, all officers shall hold office until the annual meeting of the Directors or until their respective successors are chosen and elected.
Section 3. Resignation and Removal: Any officer may resign by delivering a written resignation to the Foundation at its principal office or to the president or clerk, and such resignation shall be effective upon receipt unless it is specified to be effective at some later time. The same guidelines apply here as in Article V, Board of Directors, Section 3, as to attendance at meetings. The Directors may remove any officer with or without cause by a vote of sixty (60) percent of the Directors present at any meeting of the Directors at which a quorum of the Directors entitled to vote are present.
Section 4. President: The president shall be the chief executive officer of the Foundation and shall serve no more than three consecutive years; and as such shall have charge of the affairs of the Foundation subject to the supervision of the Board of Directors, and all committees. The president shall have such other powers and duties as are usually incident to that office and as may be vested in that office by the Directors.
Section 5. Vice President: The Vice President shall serve as chief executive officer in the absence of the president. The Vice President shall have such other powers and duties as are usually incident to that office and as may be vested in that office by the Directors.
Section 6. Treasurer: The Treasurer shall, subject to the direction and control of the Board of Directors, have general charge of the financial affairs of the Foundation and shall keep full and accurate books of account. The Treasurer shall maintain custody of all funds; securities and valuable documents of the Foundation, except as the Directors may otherwise provide. The Treasurer shall have other such powers and duties as are usually incident to that office and as may be vested in that office by these By-Laws or by the Directors. The Treasurer shall serve as chief executive officer in the absence of the President and Vice President. Reports need to be given as follows:
a.) A brief Treasurer’s report shall be given at each Board of Directors meeting;
b.) A detailed Treasurer’s report shall be given monthly. A separate fundraising report will be completed by the chairperson of any fundraiser, of which copies will be provided to each Board Member.
c.) A comprehensive annual report shall be given at the annual meeting of the Foundation in October.
d.) Be responsible for filing any required paperwork, including an annual tax return, as required by our 501 © 3 status. Upon receipt of a valid check request, the Treasurer shall issue a check within five (5) business days. If this is not possible due to illness, absence or vacation, the President will have the full authority to act on the Treasurer’s behalf, and having possession of the checkbook, shall issue said check(s). Financial review shall be completed annually by the Finance Committee.
Section 7. Clerk: The clerk shall give such notices of meetings of the Directors as are required by these By-Laws or by the Directors. In the absence of the clerk from any meeting of the Directors, a temporary clerk designated by the person presiding at the meeting shall perform the duties of the clerk. The clerk shall take minutes at all meetings, and have said minutes prepared for approval for the next meeting.
Article VII – Miscellaneous Provisions
Section 1. Execution of Instruments: All contracts, deeds, leases, bonds, notes, checks and other instruments authorized to be executed by an officer of the Foundation on its behalf shall be signed by the President or the Treasurer except as the Directors may generally or in particular cases otherwise determine.
Section 2. Voting of Securities: Except as the Board of Directors may otherwise designate, the President or Treasurer may waive notice of, and appoint any person or persons (with or without power of substitution) to act as proxy or attorney in fact for this Foundation at any meeting of stockholders of any other Foundation, the securities of which may be held by this Foundation. This shall be reported at the annually.
Section 3. Finances: The Executive Board can authorize two hundred ($200.00) dollars without the consent and vote of the Board of Directors. Any money spent must be reported at the next scheduled meeting. This amount is not to exceed four hundred ($400.00) dollars in one month’s time.
Section 4. Foundation Records: The original or attested copies of the Articles of Organization, By-Laws and records of all meetings of the Foundation and Directors shall be kept in Massachusetts at the principal office of the Foundation or of the clerk, but such Foundation records need not all be kept in the same office.
Section 5. Definitions: All references in these By-Laws to the Articles of Organization and to these By-Laws shall be deemed to refer, respectively, to the Articles of Organization, and the Bylaws of the Foundation as amended and in effect from time to time.
Section 6. “Grants for Education”: The grants awarded from the Weymouth Educational Foundation, entitled “Grants for Education”, will be awarded annually in an amount and on a schedule to be determined each year. The grant recipients will be selected by the Grant Committee, and approved by a vote of the Board of Directors.
Section 7. Special Awards: From time to time, as special circumstances occur, special awards will be considered for funding. These requests will be handled on a case-by-case basis.
Article VIII – Parliamentary Procedure
The rules contained in Robert’s Rules of Order (as revised from time to time) shall govern proceedings of the Foundation whenever they are not in conflict with these By-Laws or the laws of the Commonwealth of Massachusetts.
Article IX – Amendment of the By-Laws
Section 1. Amendment of By-Laws: These By-Laws may at any time be amended or repealed, in whole or in part, by vote of a majority of the Directors, provided that the substance of any proposed change must be stated in the notice of the meeting at which such action is to be taken. Any member of the Weymouth Educational Foundation Board of Directors may propose an amendment to these By-Laws by submitting the proposal in writing to all Executive Board officers ten days prior to a regular monthly meeting. All members will be notified, in writing, of a proposed By-Law amendment prior to the regularly scheduled next meeting. An affirmative vote of two-thirds (2/3) of the voting membership present at the next scheduled meeting (after the proposed By-Law amendment is presented) will be sufficient to pass a By-Law Amendment.