BYLAWS OF BLUE MOUNTAIN SCHOOL INC.
ARTICLE I NAME
The name of this corporation is BLUE MOUNTAIN SCHOOL, INC., and it is organized pursuant to Chapter 10 of Title 13.1 of the Code of Virginia, 1950, as amended, as a non-stock corporation and its 'DBA' is Blue Mountain School (BMS).
ARTICLE II PURPOSE
The corporation is organized for the purpose of providing Contemplative Progressive Education to promote the holistic development of children, families and communities in the Blue Ridge region of Virginia.
By means of collaborative experiential activities, organized within an integrated curriculum, BMS will foster cooperation, social responsibility, life-long learning and reverence for life. BMS will nurture awareness, creativity, curiosity, problem solving, critical thinking, emotional balance, relationship development and diversity through project-based initiatives. BMS will encourage the promotion of community in all its endeavors.
BMS shall be organized and operated in such a manner as to be a nonprofit corporation exempt from United States Federal Income Tax, with no part of its net earnings or assets to be distributed as a dividend to, or for the benefit of any private individual. Consistent with the articles of incorporation, this organization will fulfill its stated purpose exclusively bymeans of charitable, educational, and scientific activities, and no substantial part of the activities of this organization will be the conducting of propaganda or otherwise attempting to influence legislation except as permitted by the Internal Revenue Code for tax-exempt organizations, nor will this organization participate nor intervene in any political campaign on behalf of any candidate for public office. In the event that the corporation dissolves or ceases its tax exempt activities, the corporation shall be permitted to make distributions to organizations that qualify as exempt organizations under Section 501 (c) 3 of the Internal Revenue Code of 1986 and which profess a corporate purpose or purposes similar to that of the corporation.
ARTICLE III OFFICES
This organization will maintain, as specified by law, a registered agent in the State of Virginia, or shall be a member of the Virginia State Bar with offices in the Commonwealth of Virginia. The registered agent of the State of Virginia will be the Director of the School, as hired by the Board.
ARTICLE IV MEMBERSHIP
Membership is open to all current Blue Mountain School families, teachers, administrative staff and Board Trustees.
ARTICLE V MEETINGS OF MEMBERS
i. Members may meet to discuss matters relevant to the school, make recommendations to the Board, or conduct other business as informed by the Board or as proscribed by other Articles in these Bylaws.
ii. Meetings of the members may be called by resolution of the Board of Trustees, written request of Director of the School, or written request of at least 25% of the members, at a time and place to be selected by the Board of Trustees or Director of the School. Notice for any Meetings called must be sent by email, phone, or mail two weeks prior to any meeting to each Member’s preferred contact on file at the school office.
iii. Decisions on issues presented at members meetings will be made by 2/3 majority vote of the members present.
iv. Those members present at any Meeting shall constitute a quorum, and written proxies may be used and included in the quorum. The Board may set a minimum quorum, which shall be designated by the Board at least two weeks prior to the meeting and included in the meeting notice to the members.
v. There shall be an annual meeting of Members in the fall of each school year.
ARTICLE VI BOARD OF TRUSTEES
The activities, property and affairs of this organization shall be managed by the Board of Trustees, which may exercise all such powers as permitted or required by law.
i. The Board shall consist of a minimum of seven (7) and a maximum of fifteen (15) voting Trustees, with an odd number of Trustees maintained excepting temporary vacancies. The Board shall consist of:
ii. Members will nominate and elect the Board of Trustees. Elections will take place by electronic or written ballot each May. BMS Members will strive to include a broad range of members of the community as nominees for Trustee positions, seeking to provide a balanced representation of backgrounds and skills for Board membership. The Board will present a slate of candidates to the membership to be distributed by email and sent home with all students by the end of the following school day. The members will have two (2) weeks to consider nominees and offer final vote.
iii. Terms shall be two years, with a minimum of ⅓ of Trustee positions up for election each year.
iv. A Trustee may serve no more than two (2) consecutive terms, unless ⅔ of the Board votes to allow a Trustee to serve additional consecutive terms.
v. If a Trustee resigns or is removed by the Board, vacancies may be filled by a consensus vote amongst the Board; the seat shall be held until the next election. The Board may also decide to leave the seat empty if minimum Board membership is met.
vi. A Trustee may be removed from the Board with a ⅔ vote of the Board in extraordinary circumstances. Board action to remove a Trustee is not valid unless the Trustee is given seven (7) days written notice that the matter will be voted upon at a Board meeting, or unless notice is waived. Any such Trustee shall be entitled to appear before and be heard at such meeting.
vii. BMS staff are not permitted to serve as voting members of the Board but may attend meetings.
ARTICLE VII POWERS AND RESPONSIBILITIES OF THE BOARD
The Board of Trustees’ primary responsibilities are
(1) determine and guide the character, mission, and culture of BMS
(2) establish overall policies for BMS
(3) assure the financial stability of BMS
(4) cause the policies that the Board adopts to be effectively implemented.
The Board shall:
i. Select, nurture, evaluate and terminate the Director of the School; and monitor the Director’s effectiveness and performance.
ii. Monitor the School’s financial management; institute, promote and direct major fundraising for the School, and otherwise undertake such steps as may be necessary to protect the financial stability of the School.
iii. Establish and maintain the philosophy of education and the objectives of the School.
iv. Develop, implement and update the School’s strategic plan, while maintaining a long-term vision of the School’s health and growth.
v. Ensure that the School has adequate physical resources for the performance of its educational mission.
vi. Annually assess the School’s effectiveness, the Director’s performance, and the Board’s performance.
vii. Appropriately communicate with the Members of BMS to keep the Board’s constituency informed.
ARTICLE VIII MEETINGS AND BOARD LOGISTICS
i. The regular schedule of meetings of the Board of Trustees shall be posted prominently at the school office and on the school website. Notice for additional Board Meetings shall be given by mail, email or telephone to each member who is listed on the membership roster five (5) days prior to a meeting.
ii. Meetings of the Board of Trustees shall be held at such times and places as may be determined by the Board of Trustees, and notice of such meetings shall be given to the Board and to the Members as required in Article VIII.i herein. All meetings of the Board of Trustees shall be open to the membership, except when matters personal, legal or involving confidential information are being considered.
iii. A quorum shall consist 50% of Trustees, proper notice having been given, and the act of a majority of those Trustees present when a quorum has been convened shall constitute the act of the Board of Trustees, except as otherwise required by law, by the Articles of Incorporation, or by the Bylaws.
iv. The Board of Trustees will approve resolutions by consent whenever doing so does not impair the Boards’ dutiful action.
Deciding by consent will follow these methods:
The Board of Trustees may consent to decide particular issues by other means, such as simple vote, and such decisions will be considered resolved by consent.
If a resolution is not resolved by consent and a Trustee provides explicit reasoning that such resolution is necessary for the Board to fulfill its duty to the organization, that Trustee may move that the Board resolve the issue by vote. With a second to the motion and a majority vote by the quorum present, the original resolution can then be submitted to a vote. Any such decision must be recorded in the minutes as resolved without consent, with reason for abandoning consent noted.
v. Board members may attend meetings, be included in a quorum, and vote in person, by written proxy, by telephone or other electronic communication.
Minutes of each meeting shall specify how each Trustee attended.
vi. No member of the Board of Trustees shall vote on any matter in regard to which a conflict of interest could arise. However, if a Board member refrains from voting for this reason, the member will still be counted toward a quorum and for purposes of determining a majority of those present.
vii. When the Board is discussing business relating to an individual Member’s family, the name will not be disclosed to the board; individual Trustees must sign a confidentiality agreement to be privy to names and sensitive details.
ARTICLE IX OFFICERS, EMPLOYEES, AND AGENTS
i. The officers of the Board shall consist of a President, Vice-President, Secretary and Treasurer, and all officers shall be Trustees. No Trustees may hold more than one office, except in the position of Secretary/Treasurer, if the Board so desires to have the positions combined.
ii. The election of the officers shall take place each November, to hold office for one year. If any office becomes vacant for any reason, the vacancy will be filled by action of the Board of Trustees for the remainder of the original term.
iii. The officers shall perform those duties prescribed by law, as set forth in these Bylaws and in the Articles of Incorporation, and by the parliamentary authority adopted in the Bylaws.
iv. The Board of Trustees shall employ such employees as are necessary to carry out the purposes of this organization.
v. The Board of Trustees may also establish an Executive Committee consisting of at least two (2) members of the Board to carry out and exercise the authority of the Board. However, such Executive Committee shall not have the authority to amend, modify or rescind the Articles of Incorporation, the bylaws, or any previous resolution of the Board, nor is the Executive Committee authorized to sell, lease, or exchange all or substantially all of the assets of the organization.
ARTICLE X AMENDMENTS
The Bylaws of the corporation may be amended by the Board of Trustees at any meeting of the Board by the rules governing consideration of business with subsequent approval by the Membership:
i. The Board will present proposed amendments to Members by email, phone, or mail according to each Member’s preferred contact on file at the school office.
ii. Members will have two (2) weeks to consider amendments and offer final vote.
iii. Approval of amendments shall require a ⅔ vote of the participating Members.
ARTICLE I NAME
The name of this corporation is BLUE MOUNTAIN SCHOOL, INC., and it is organized pursuant to Chapter 10 of Title 13.1 of the Code of Virginia, 1950, as amended, as a non-stock corporation and its 'DBA' is Blue Mountain School (BMS).
ARTICLE II PURPOSE
The corporation is organized for the purpose of providing Contemplative Progressive Education to promote the holistic development of children, families and communities in the Blue Ridge region of Virginia.
By means of collaborative experiential activities, organized within an integrated curriculum, BMS will foster cooperation, social responsibility, life-long learning and reverence for life. BMS will nurture awareness, creativity, curiosity, problem solving, critical thinking, emotional balance, relationship development and diversity through project-based initiatives. BMS will encourage the promotion of community in all its endeavors.
BMS shall be organized and operated in such a manner as to be a nonprofit corporation exempt from United States Federal Income Tax, with no part of its net earnings or assets to be distributed as a dividend to, or for the benefit of any private individual. Consistent with the articles of incorporation, this organization will fulfill its stated purpose exclusively bymeans of charitable, educational, and scientific activities, and no substantial part of the activities of this organization will be the conducting of propaganda or otherwise attempting to influence legislation except as permitted by the Internal Revenue Code for tax-exempt organizations, nor will this organization participate nor intervene in any political campaign on behalf of any candidate for public office. In the event that the corporation dissolves or ceases its tax exempt activities, the corporation shall be permitted to make distributions to organizations that qualify as exempt organizations under Section 501 (c) 3 of the Internal Revenue Code of 1986 and which profess a corporate purpose or purposes similar to that of the corporation.
ARTICLE III OFFICES
This organization will maintain, as specified by law, a registered agent in the State of Virginia, or shall be a member of the Virginia State Bar with offices in the Commonwealth of Virginia. The registered agent of the State of Virginia will be the Director of the School, as hired by the Board.
ARTICLE IV MEMBERSHIP
Membership is open to all current Blue Mountain School families, teachers, administrative staff and Board Trustees.
ARTICLE V MEETINGS OF MEMBERS
i. Members may meet to discuss matters relevant to the school, make recommendations to the Board, or conduct other business as informed by the Board or as proscribed by other Articles in these Bylaws.
ii. Meetings of the members may be called by resolution of the Board of Trustees, written request of Director of the School, or written request of at least 25% of the members, at a time and place to be selected by the Board of Trustees or Director of the School. Notice for any Meetings called must be sent by email, phone, or mail two weeks prior to any meeting to each Member’s preferred contact on file at the school office.
iii. Decisions on issues presented at members meetings will be made by 2/3 majority vote of the members present.
iv. Those members present at any Meeting shall constitute a quorum, and written proxies may be used and included in the quorum. The Board may set a minimum quorum, which shall be designated by the Board at least two weeks prior to the meeting and included in the meeting notice to the members.
v. There shall be an annual meeting of Members in the fall of each school year.
ARTICLE VI BOARD OF TRUSTEES
The activities, property and affairs of this organization shall be managed by the Board of Trustees, which may exercise all such powers as permitted or required by law.
i. The Board shall consist of a minimum of seven (7) and a maximum of fifteen (15) voting Trustees, with an odd number of Trustees maintained excepting temporary vacancies. The Board shall consist of:
- A minimum of 50% Community Members at-large, including former students and parents of former students;
- A maximum of 50% parents of currently-enrolled BMS students;
- The Director of the School in a non-voting position;
- A teacher representative in a non-voting position.
ii. Members will nominate and elect the Board of Trustees. Elections will take place by electronic or written ballot each May. BMS Members will strive to include a broad range of members of the community as nominees for Trustee positions, seeking to provide a balanced representation of backgrounds and skills for Board membership. The Board will present a slate of candidates to the membership to be distributed by email and sent home with all students by the end of the following school day. The members will have two (2) weeks to consider nominees and offer final vote.
iii. Terms shall be two years, with a minimum of ⅓ of Trustee positions up for election each year.
iv. A Trustee may serve no more than two (2) consecutive terms, unless ⅔ of the Board votes to allow a Trustee to serve additional consecutive terms.
v. If a Trustee resigns or is removed by the Board, vacancies may be filled by a consensus vote amongst the Board; the seat shall be held until the next election. The Board may also decide to leave the seat empty if minimum Board membership is met.
vi. A Trustee may be removed from the Board with a ⅔ vote of the Board in extraordinary circumstances. Board action to remove a Trustee is not valid unless the Trustee is given seven (7) days written notice that the matter will be voted upon at a Board meeting, or unless notice is waived. Any such Trustee shall be entitled to appear before and be heard at such meeting.
vii. BMS staff are not permitted to serve as voting members of the Board but may attend meetings.
ARTICLE VII POWERS AND RESPONSIBILITIES OF THE BOARD
The Board of Trustees’ primary responsibilities are
(1) determine and guide the character, mission, and culture of BMS
(2) establish overall policies for BMS
(3) assure the financial stability of BMS
(4) cause the policies that the Board adopts to be effectively implemented.
The Board shall:
i. Select, nurture, evaluate and terminate the Director of the School; and monitor the Director’s effectiveness and performance.
ii. Monitor the School’s financial management; institute, promote and direct major fundraising for the School, and otherwise undertake such steps as may be necessary to protect the financial stability of the School.
iii. Establish and maintain the philosophy of education and the objectives of the School.
iv. Develop, implement and update the School’s strategic plan, while maintaining a long-term vision of the School’s health and growth.
v. Ensure that the School has adequate physical resources for the performance of its educational mission.
vi. Annually assess the School’s effectiveness, the Director’s performance, and the Board’s performance.
vii. Appropriately communicate with the Members of BMS to keep the Board’s constituency informed.
ARTICLE VIII MEETINGS AND BOARD LOGISTICS
i. The regular schedule of meetings of the Board of Trustees shall be posted prominently at the school office and on the school website. Notice for additional Board Meetings shall be given by mail, email or telephone to each member who is listed on the membership roster five (5) days prior to a meeting.
ii. Meetings of the Board of Trustees shall be held at such times and places as may be determined by the Board of Trustees, and notice of such meetings shall be given to the Board and to the Members as required in Article VIII.i herein. All meetings of the Board of Trustees shall be open to the membership, except when matters personal, legal or involving confidential information are being considered.
iii. A quorum shall consist 50% of Trustees, proper notice having been given, and the act of a majority of those Trustees present when a quorum has been convened shall constitute the act of the Board of Trustees, except as otherwise required by law, by the Articles of Incorporation, or by the Bylaws.
iv. The Board of Trustees will approve resolutions by consent whenever doing so does not impair the Boards’ dutiful action.
Deciding by consent will follow these methods:
- Each trustee in the quorum present has opportunity to ask clarifying questions and obtain answers about the resolution and to state reactions or objections to the resolution.
- The trustee proposing a decision has opportunity to modify the resolution to address objections raised.
- A resolution is accepted by the Board when no Trustee maintains an explicit, reasoned objection.
The Board of Trustees may consent to decide particular issues by other means, such as simple vote, and such decisions will be considered resolved by consent.
If a resolution is not resolved by consent and a Trustee provides explicit reasoning that such resolution is necessary for the Board to fulfill its duty to the organization, that Trustee may move that the Board resolve the issue by vote. With a second to the motion and a majority vote by the quorum present, the original resolution can then be submitted to a vote. Any such decision must be recorded in the minutes as resolved without consent, with reason for abandoning consent noted.
v. Board members may attend meetings, be included in a quorum, and vote in person, by written proxy, by telephone or other electronic communication.
Minutes of each meeting shall specify how each Trustee attended.
vi. No member of the Board of Trustees shall vote on any matter in regard to which a conflict of interest could arise. However, if a Board member refrains from voting for this reason, the member will still be counted toward a quorum and for purposes of determining a majority of those present.
vii. When the Board is discussing business relating to an individual Member’s family, the name will not be disclosed to the board; individual Trustees must sign a confidentiality agreement to be privy to names and sensitive details.
ARTICLE IX OFFICERS, EMPLOYEES, AND AGENTS
i. The officers of the Board shall consist of a President, Vice-President, Secretary and Treasurer, and all officers shall be Trustees. No Trustees may hold more than one office, except in the position of Secretary/Treasurer, if the Board so desires to have the positions combined.
ii. The election of the officers shall take place each November, to hold office for one year. If any office becomes vacant for any reason, the vacancy will be filled by action of the Board of Trustees for the remainder of the original term.
iii. The officers shall perform those duties prescribed by law, as set forth in these Bylaws and in the Articles of Incorporation, and by the parliamentary authority adopted in the Bylaws.
iv. The Board of Trustees shall employ such employees as are necessary to carry out the purposes of this organization.
v. The Board of Trustees may also establish an Executive Committee consisting of at least two (2) members of the Board to carry out and exercise the authority of the Board. However, such Executive Committee shall not have the authority to amend, modify or rescind the Articles of Incorporation, the bylaws, or any previous resolution of the Board, nor is the Executive Committee authorized to sell, lease, or exchange all or substantially all of the assets of the organization.
ARTICLE X AMENDMENTS
The Bylaws of the corporation may be amended by the Board of Trustees at any meeting of the Board by the rules governing consideration of business with subsequent approval by the Membership:
i. The Board will present proposed amendments to Members by email, phone, or mail according to each Member’s preferred contact on file at the school office.
ii. Members will have two (2) weeks to consider amendments and offer final vote.
iii. Approval of amendments shall require a ⅔ vote of the participating Members.
