Approved September 21, 1992
Updated & Approved May 10, 2021
SANDPOINT WALDORF SCHOOL BYLAWS
ARTICLE I NAME OF ORGANIZATION
Section 1: The name of this corporation shall be Sandpoint Waldorf School Inc., doing business as The Sandpoint Waldorf School. (hereinafter, the “Corporation”.
Section 2: The principal office for the transaction of the business of the Corporation shall be located in Sandpoint, Idaho. Provided that the Board of Trustees may at any time, or from time to time, change the location of the principal office.
ARTICLE II PURPOSES
Section 1: The Sandpoint Waldorf School is organized under Title 30, Chapter 3, Idaho Nonprofit Corporation act and shall be operated exclusively for educational and charitable purposes, including, but not limited to all of the general powers as set forth in I.C. S30-307 in addition to all powers granted to corporations generally.
Section 2: The purpose for which the Corporation is organized is to conduct an educational facility based on the pedagogical principles of Rudolf Steiner and all activities associated therewith, and to transact any and all lawful business Sandpoint Waldorf School will function as a non-profit organization to operate a school that may include early childhood, elementary, and secondary education programs, and to encourage and sponsor educational, literary, and charitable activities in North Idaho based on the principles of Rudolf Steiner.
ARTICLE III MEMBERSHIP
Section 1: Members
This organization shall have no members.
ARTICLE IV BOARD OF TRUSTEES
Section 1: Authority and Responsibility
The Board of Trustees shall have the power to oversee the affairs of the Corporation consistent with its purposes, and in so doing, will have general supervision, direction, and responsibility for the business and affairs of the Corporation, and shall hold the strategic vision of the Organization, oversee the office of Administration and hold the fiduciary responsibility of the Corporation..
Section 2: Number of Trustees and Composition
The Board of Trustees shall consist of at least four trustees and not more than seven Community Trustees.
The Board of Trustees shall consist of:
Faculty Trustees: At least two voting Board Trustees shall be known as the Faculty Trustees. The Faculty Group will appoint at least two Faculty Trustees, annually. These Trustees will represent the voice of the Faculty to the Board and the voice of the Board to the Faculty.
Community Trustees: Up to nine voting Board Trustees from the greater community (parents, alumni, faculty emeritus, local community representatives, friends of the school, and former parents) shall be known as Community Trustees. Community Trustees should possess an understanding and respect for the philosophy and principles of Rudolf Steiner. Community Trustees must be affirmed by a vote of the Board of Trustees at the Annual Meeting.
Section 3: Selection of Trustees
A. Trustee Nomination Process:
1. The Board Development Committee, a working committee of the Board, will assess the needs of the Board of Trustees and seek potential Community
Trustees that possess capabilities that could serve the Board. When the Board Development Committee has selected potential trustees, it will present
credentials to the Board. Community Trustees are nominated by the Board of Trustees. The election of Community Trustees will take place at the Annual Meeting. A simple 2/3rds majority of all the other trustee members must have approved the new member, at a vote taken outside the presence of the new Trustee.
2. Faculty Trustees shall be selected by the Faculty-at-Large. At least two of the Board of Trustees must be Faculty Trustees.
Section 4: Term.
The term of office of each Community Trustee of the organization shall be three years with the option of a re-election. The Board may nominate for re-election to a two-year term a Community Trustee whose current term is expiring, if approved by the Board Development Committee. After two consecutive terms a Trustee needs to step down from serving on the Board for at least a year before being re-elected or re-appointed to the Board of Trustees, unless it is determined by a two-thirds vote of the Board to extend a Trustee’s term or to invite a former Trustee to serve again after less than a year’s absence.
The two Faculty Trustees are elected by the Faculty and do not count as vacancies of the Board. Community Trustees will normally be elected in spring, with terms beginning in June; however, the Board may in its discretion appoint a Community Trustee, to fill full or partial terms as needed.
Section 5: Meetings of the Trustees
A. Monthly Meeting: The Board of Trustees will meet monthly during the school year for a total of at least ten times during a calendar year. A monthly meeting may be skipped if determined to be appropriate by a consensus vote of the board prior to that meeting. The Board of Trustees will determine the time and place of these or any additional meetings with notice given to the Trustees. All meetings of the Board of Trustees shall be open to the greater school community with the exception of those matters pertaining to personnel or at the discretion of the Board.
Any appropriate form of communication may deliver notices of Trustee meetings. In emergencies, with the agreement of the Board President and a Faculty Board Trustee, Trustees may participate in a meeting via conference call or other electronic means in keeping with the goals of transparency, confidentiality, and clear communication among Board Trustees.
B. Annual Meeting: The Organization will hold an Annual Meeting of the Board of Trustees each Spring. The purpose of the meeting shall be as follows:
a. to introduce new and continuing Board Trustees to the community at large;
b. election of officers of the board;
c. to hear reports from the Working Committees, including a financial report;
d. to hear items the SWS community at large wishes to bring forward for consideration of the Board of Trustees.
Section 6: . Notice of Meetings. : An announcement and tentative agenda will be made to the SWS community a minimum of three weeks in advance of the Annual Meeting. To call a Special Meeting, the SWS community must be notified in writing via postal or electronic notice 15 days in advance. For the purpose of notification of the Annual Meeting and any special meetings, notice via electronically to the school community shall be considered to be sufficient written notice. Notice of each meeting shall be given to each Trustee, stating the purpose, place, day and hour. Written notice of regular meetings shall be given by mail or email by the Secretary or designee at least thirty days prior to the meeting. Notice may be waived in writing or by physical or electronic attendance without objection.
Section 7: . Quorum of Trustees. For both the Monthly Trustee Meetings and Special Meetings, a quorum shall consist of at least 2/3 of the Board of Trustees, including at least one Faculty Board Trustee.
Section 8: . Decision-making. We honor our common values and agreements, respect our differences, and take responsibility for honest communication by striving to work out of consensus.
Section 9: President to Preside. The president shall preside at all meetings of the Board of Trustees but shall vote only in the event of a tie. In the event that the President is absent, the Vice-President shall preside. In the event of the absence of both such officers, the Trustees present may elect a president pro-tem to preside over the meeting. The Secretary of the board or, in their absence, a person chosen at the meeting shall act as Secretary of the meeting.
Section 10: Voting. Each Trustee who is present at a meeting, whether in person, on telephone or electronically, shall have one vote. No proxies shall be accepted.
Section 11: Action Without a Meeting. Any action that is either required or permitted to be taken by the Board of Trustees may be taken without a meeting if there is good faith effort by the President or his/her designee to notify each member regarding the proposed action and to facilitate a discussion regarding its merits, and, thereafter, the action is approved unanimously either in writing or e-mail equivalent by at least 34ths of the members of the entire board including at least one Faculty Board Trustee. One negative vote will require the action to be tabled until the next meeting of the board of trustees for further deliberation. Abstentions shall not be considered a negative vote, but will count towards the required ¾ votes. Failure by a trustee to vote shall not be considered a negative vote.
Section 12: Resignation. Any Trustee may resign from the Board of Trustees by giving written notice to the President or Secretary. A resignation shall be effective upon receipt or notice by or at such later date as specified in the notice.
Section 13: Removal of a Trustee. Within the limitations of the Articles of Incorporation and other sections of these Bylaws any Trustee may be removed from office by a vote of 3/4 of all the remaining Trustees for failure to participate, non-performance of duties, or other cause deemed sufficient by the Board. Such action shall be taken at a regular meeting of the Board of Trustees or at a special meeting called for such purpose, and the proposed removal shall be set forth in the notice of any such regular or special meeting.
Section 14: Vacancy. The Board is empowered to appoint a temporary Trustee to fill a vacancy created by removal, resignation, or death of a Trustee. The Trustee appointed to fill a vacancy shall serve the remainder of the term of the Trustee that is being replaced, and shall be subject to all requirements for new Trustees.
Section 15: Compensation. No Trustee shall be entitled to compensation for services as a Trustee, but may receive an advance toward or reimbursement for expenses associated with The Sandpoint Waldorf School business, as determined by the Board.
Section 16: Attendance. If a Trustee fails to attend three consecutive meetings of the Board, the Board may seek removal of the Trustee as specified in Section 14 and 15.
ARTICLE V COMMITTEES
Section 1: Committees. The Board of Trustees shall appoint such Working Committees of the Board as it deems fit, but no such committees will have any powers except those expressly granted by the Board. The Board shall appoint a Trustee or other interested persons to serve on them. A Trustee will be directed to serve as the Board Representative to the specified Working Committee and will be responsible for:
1. monitoring that the work is on schedule and in line with the principles of the Organization, and
2. ensuring that the chairperson of the Working Committee presents periodic reports to the Board.
Section 2: Executive Committee. There shall be a standing Executive Committee, consisting of the President of the Board, a Faculty Trustee of the Board and the Director of Pedagogy.
Powers and Duties. The Executive Committee shall act for the Board of Trustees during the time between regular Board meetings and shall have all powers of the Board except any that have been specifically reserved to the entire Board by resolution of the Board or by these Bylaws. The Executive Committee shall report in full on its activities and actions at the next regular meeting of the Board of Trustees.
Meetings and Quorum. The Executive Committee shall meet as needed, as determined by the President of the Board. All board members, whether serving on the Executive Committee or not, shall be notified of any meeting of the Executive Committee. A majority of the members of the Executive Committee constitutes a quorum.
Section 3: Restrictions on Committees
Pursuant to Idaho Code Section 30-3-79(5), a committee of the board may not, however:
(a) Authorize distributions;
(b) Approve or recommend to members dissolution, merger or the sale, pledge or transfer of all or substantially all of the corporation's assets;
(c) Elect, appoint or remove directors or fill vacancies on the board or on any of its committees; or
(d) Adopt, amend or repeal the articles or bylaws.
In addition, a committee of the board may not execute contracts and transfer real property except as noted in Article 8.
ARTICLE VI OFFICERS
Section 1: Officers and Qualifications. The officers of the Organization shall be the President, Vice President, Secretary and Treasurer, and such other officers as the Board of Trustees may appoint. One person other than the President may hold more than one of these offices.
Section 2: Election. All officers shall be elected by the Board of Trustees at its annual meeting.
Section 3: Term of Office. The Board of Trustees shall elect all officers of the Corporation for terms of one year commencing immediately after the adjournment of the annual meeting at which they were duly elected, or until their successor has been duly elected, or until removed as specified in Article 5 Section 4 below.
Section 4: Removal of Officers. Any officer may be removed either with or without cause by the vote of a two-thirds majority of all Board of Trustees.
Section 5: Duties of Officers. The duties and powers of the officers of SWS shall be as follows or as shall hereafter be set by resolution of the Board of Trustees.
President. The president’s powers, responsibilities, and duties shall include:
serving as the presiding officer of the Board as described in Article III, Section 10;
conducting performance reviews for the Office of Administration in accordance with adopted review policies and procedures
acting as communications liaison to the Board between regularly scheduled board meetings;
sign and co-signs contracts and other documents authorized by the Board;
coordinating the work of the officers and Working Committees of the Board;
performing other duties as may be prescribed from time to time by the Board of Trustees.
Vice President. The Vice President shall:
in the absence or disability of the President, the Vice President shall perform all duties of the President and in so acting, shall have all the powers of the President;
have such other powers and duties as may be prescribed from time to time by the Board of Trustees.
Secretary. The Secretary shall:
keep a full and complete record of the proceedings of the Board of Trustees, including executive sessions, Monthly Meetings, the Annual Meeting and any special meetings;
see that all notices are duly given in accordance with these Bylaws or as required by law;
ensure an Agent of the Board is appointed (most often this will be a staff member of the administration);
carry out duties as custodian of records, books, reports, statements, certificates, and other documents of the Corporation;
discharge such other duties of the office as prescribed from time to time by the Board of Trustees.
Treasurer. The treasurer shall:
Be chair of the Finance Committee which provides oversight of the administrative staff who are responsible for the safe-keeping of all funds of the Corporation and the depositing of them in the bank or banks that may be designated by the Board of Trustees;
present financial review at the monthly meeting of the Board and the Annual Corporation Meeting and at other times when requested by the Board of Trustees;
provide oversight of the administrative staff who are responsible for all transactions with city, state and federal offices regarding payroll taxes or annual reports as are required;
reserve the right to inspect financial accounts at any time;
have other powers and perform such other duties as may be prescribed from time to time by the Board of Trustees;
assure that the Sandpoint Waldorf School’s non-discrimination policy is published annually and that any other necessary steps are taken to protect and maintain the tax-exempt status of the Corporation under section 501 (c)(3) of the Internal Revenue Code.
Section 6: Vacancies. A vacancy in any office shall be filled by the Board of trustees at the next regular meeting, annual meeting, or at a special meeting. Any officer elected to fill such a vacancy will serve until the next annual meeting.
ARTICLE VI LIABILITY AND INDEMNIFICATION
Section 1: Liabilities of Trustees. less otherwise prohibited by applicable law, no Trustee or officer is personally liable to any other person or entity if he or she discharges his or her duties in good faith, with the care of an ordinarily prudent person in a like situation would exercise under similar circumstances, and in a manner the person reasonably believes to be in the best interests of the corporation that he or she is serving.
Further, no officer, Trustee or volunteer is individually liable for any action or omission made in the course and scope of the officer’s, Trustee’s, or volunteer’s official capacity on behalf of SWS, provided, however, such immunity does not apply to liability for willful or wanton misconduct.
Section 2: Limitation. No member of the Board of Trustees shall obligate the Corporation or commit it to any policy, program, purchase, sale, or responsibility in or out of the ordinary course of business without the express authority of the Board of Trustees.
Except as otherwise expressly provided in these bylaws, no bond, mortgage, deed or other written instrument, made by any person or persons on behalf of the Corporation or in its name, shall be binding upon it unless the same, in each instance, shall have been made under authority of the Board of Trustees or shall have been made pursuant to power especially delegated by the Board.
Section 3: Right of Indemnity
To the fullest extent permitted by law this Corporation shall indemnify its directors, officers, employees and other persons described in 30-1-5 of the Idaho Corporation Code, including persons formerly occupying any such position, against all expenses, judgments fines, settlements and other amounts actually and reasonably incurred by them in connection with any "proceeding", as that term is used in Section 30-1-5 of the Idaho Corporation Code, including an action by or in the right of the Corporation, by reason of the fact that the person is or was a person described in that section. "Expenses", as used in this bylaw shall have the same meaning as in Section 30-1-5 of the Idaho Corporation Code.
Section 4: Approval of Indemnity
On written request to the Board of Trustees by any person seeking indemnification under Section 30-1-5 of the Idaho Corporation Code, the Board shall promptly determine under the appropriate sections of the Idaho Corporation Code whether the applicable standard of conduct set forth in Section 30-1-5 has been met and, if so, the Board shall authorize indemnification. If the Board cannot authorize indemnification because the number of Trustees who are parties to the proceeding with respect to which indemnification is sought prevents the formation of a quorum of Trustees who are not parties to that proceeding, or, even if obtainable, a quorum of disinterested Trustees so directs, then such a determination shall be made by independent legal counsel in a written opinion. Or, the Board shall call a special meeting of its Trustees. At that meeting, the Trustees shall determine under Section 30-1-5 of the Idaho Corporation Code whether the applicable standard of conduct set forth in Section 30-1-5 has been met and, if so, the members present at the meeting in person or by absentee vote shall authorize indemnification.
Section 5: Advancement of Expenses
To the fullest extent permitted by law and except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification under Sections 1 and 2 of this Article of these bylaws in defending any proceeding covered by those Sections shall be advanced by the Corporation before final disposition of the proceeding, on receipt by the Corporation of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately determined that the person is entitled to be indemnified by the Corporation for those expenses.
Section 6: Insurance
The Corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, Trustees, employees and other agents, against any liability asserted against or incurred by any officer, Trustee, employee or agent in such capacity or arising out of the officer's, Trustee's, employees’ or agent's status as such.
ARTICLE VII NON-DISCRIMINATION POLICIES
The Sandpoint Waldorf School Inc. admits to the school and to the organization students and members of any race, color, national and ethnic origin, and sexual orientation and gender identification to all the rights, privileges, programs and activities generally accorded or made available to students at the school or members of the organization. It does not discriminate on the basis of race, color, age, physical or mental disabilities, national and ethnic origin, sexual orientation or gender identification in administration of its educational policies, admissions policies, scholarship and loan programs and athletic and other school-administered programs.
ARTICLE VIII DISSOLUTION
Upon dissolution or final liquidation of SWS, all assets remaining after all creditors have been paid shall be transferred or conveyed to one or more organizations which have qualified or non-profit tax exempt status under IRC Section 501(c) (3) and which are engaged in activities substantially similar to those of SWS.
Any such assets not so disposed of shall be disposed of by a court competent jurisdiction of the county to which the principal office of the corporation is then located, exclusively for such purposes or to such organizations, as said court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE IX AMENDMENTS
These bylaws may be amended or repealed and new bylaws adopted by a ¾ vote of the Board of Trustees and a ¾ vote of the Faculty.
The proposed amendment(s) must be presented either at the next Annual Corporation Meeting (if within 4 months) or at a special meeting expressly convened for that purpose. Written notice must be given to the SWS community not less than 15 days preceding the meeting in which the proposed amendment(s) are set out, and notice given that they are to be presented to the community at the meeting.
ARTICLE X CERTIFICATION
I certify that the foregoing Bylaws were duly adopted by SWS on May 10, 2021.
Signed by Mandy Evans, Secretary of the SWS Board of Trustees