Bylaws

CLICK HERE TO VIEW SHDS BY-LAWS REVISED JUNE 2016

ARTICLE I: NAME

The name of this organization shall be the SYRACUSE HEBREW DAY SCHOOL. It shall be a not-for-profit educational corporation under the Laws of the State of New York.

ARTICLE II: PURPOSE

The purpose of this corporation shall be to provide excellent secular and Jewish religious education for school-aged children of the Greater Syracuse Area. Nothing in its policies or practices shall be discriminatory, within the meaning of Federal and New York statutes.

The religious education shall be such as to meet the needs of the Jewish Community at large.

The secular and religious programs shall be integrated into a program enabling the children to incorporate into their everyday life values such knowledge, attitudes and behavior that will help them become productive members of the Jewish and general communities.

The program of studies shall be geared toward excellence in scholarship.

ARTICLE III: MEMBERSHIP

Any person, 18 years old or over, shall be deemed to be a member of the Syracuse Hebrew Day School during the current fiscal year upon becoming one of the following:

1. A member of the school’s Board of Directors
2. A parent or guardian of a child attending the school
3. A member of one of the committees of the school
4. A member of the PIO of the school
5. A contributor of $5,000 or more during the current fiscal year to the school.
6. A former student of the school who has attained the age of majority.

ARTICLE IV: GOVERNANCE

The general management of affairs of the corporation shall be vested in the Board of Directors, which shall consist of not less than fifteen (15) nor more than twenty-one (21) members. The Board shall be responsible for and shall have all the powers necessary for the management of the affairs of the Association as set forth in the Certificate of Incorporation, these Bylaws, and the Not-For Profit Corporation Law

The Board of Directors shall have general charge of the management of the assets of the corporation, shall establish bank accounts, shall have the power of buying, selling and leasing assets of the corporation, and of entering into indebtedness in the name of the corporation.

The Board of Directors may establish any committees that it considers appropriate.

The Board of Directors shall hire/discharge the Headmaster/Principal and shall approve the general terms of other staff employment agreements.

The Members of the Board of Directors shall be elected at the Annual Meeting of the corporation and shall serve for three years. One third of the members shall have their terms expire each year, thus providing continuity of membership on the Board from year to year. No member shall serve more than two consecutive three year terms.

The Board of Directors shall have the authority to appoint Honorary Members of the Board.

Each and every Director of this Corporation including a person who has been a Director and whose term of office has expired, shall be indemnified by the Corporation against any and all expenses actually and necessarily incurred in connection with the defense of any action, suit or proceeding in which the person is made a party by reason of being or having been a Director of the Corporation and such right of indemnification shall not be deemed exclusive of any other rights to which the person may be entitled under any by-laws, agreement, vote of members, or otherwise. Furthermore, the Corporation will indemnify the directors and assume full liability for any and all judgments entered against any director in connection with any such action, suit or proceeding unless such director is found to have knowingly and willfully violated a fiduciary obligation to the Corporation. The Corporation shall obtain and maintain in full force and effect a policy of insurance providing such coverage as the board shall deem sufficient to fund the obligations imposed by this provision.

ARTICLE V: OFFICERS

The Board of Directors shall elect officers from among its members at its first meeting of the fiscal year, or right after the election of the new board of Directors at the Annual Meeting of the Members of the Corporation. The officers of the Board and their duties shall be:

President shall be the Executive Officer of the School, and
shall preside at all meetings of the membership, the Board of Directors and the Executive Committee;
shall be an authorized signatory on checks and other fiscal and legal documents;
shall appoint all committee chairmen;
shall be an ex-officio member of all committees

• Vice Presidents There shall be three Vice Presidents. Each shall be a member of the Executive Committee of the Board of Directors.

o Vice President of Education.
shall serve as the Chairperson of the Education Committee.

o Vice President of Resources & Facilities
shall be responsible for all issues relating to the physical plant of the school and personnel that come within the purview of the Board of Directors;
• shall chair the Teacher Contract Negotiating Committee;
• shall attend meetings of the Board of Directors of the Jewish Community Center as a non-voting member representing the interests of the Syracuse Hebrew Day School.

o Vice President of Fundraising and Treasurer
shall maintain the financial records of the School;
shall provide financial reports to the Board of Directors;
shall chair the Finance Committee;
shall recommend operating budgets and tuition/fees to the Board
shall oversee the fundraising activities of the school
shall be an authorized signatory on checks and other fiscal documents.
shall attend meetings of the Board of Directors of the Syracuse Jewish Federation as a voting member and representative of the Syracuse Hebrew Day School.

• Secretary shall keep minutes of all meetings of the membership, the Board and the Executive Board and keep all official records of the organization.

In addition to the President and the Vice President of Fundraising and Treasurer, the Principal shall be an authorized signatory on checks and other fiscal documents. The signatures of any two of the aforementioned individuals shall be sufficient to execute any such check or document.

Each officer shall be elected for a term of two years. No officer may serve in the same position for more than two consecutive full terms. The officers shall take over their new positions upon election to that office and shall serve until a replacement is elected.

ARTICLE VI: ELECTIONS

The President shall appoint a nominating Committee no later than at the February meeting of the Board or, if no such meeting is held in February, then the February meeting of the Executive committee, for the purpose of proposing members to be elected to the Board of Directors at the forthcoming annual meeting of the membership and to propose candidates for the positions of officers to be voted on by the newly constituted Board.

The nominating committee shall consist of three (3) members of the Board and two (2) non-Board members of the corporation. Members of the nominating committee may become nominees for Board position or officers.

ARTICLE VII: VACANCY

If a vacancy occurs among the officers or on the Board of Directors, the Board will appoint a member to fill that vacancy until the next Annual Meeting is held.

ARTICLE VIII: EXECUTIVE COMMITTEE

The Executive Committee shall consist of the Officers of the corporation. The Executive Committee shall meet between meetings of the Board, and not less than five times during each fiscal year. In an emergency it shall be empowered to act for the Board between meetings of the full Board.

ARTICLE IX: STANDING COMMITTEES

There shall be seven (7) Standing Committees of the Syracuse Hebrew Day School.

1. The Education Committee

Purpose:
• The Education Committee shall establish educational policy for the school;
o shall monitor the educational activities of the school;
o shall advise the Principal on the appointment of faculty and the acquisition of educational tools;
o shall help the Principal in the evaluation of teachers;
o shall evaluate the Principal.

• Membership:
o The Education Committee shall consist of at least six but no more than nine members.
o The Vice President of Education shall serve as the Chairperson of the Education Committee, and
? shall serve for a term of two years with one renewable two-year term.
• With the exception of the Chairperson of the Education Committee, a member of the Education committee shall not serve a concurrent term as member of the Board of Directors.

• Meetings:
The Education Committee shall meet not less than 5 times during the academic year.
A majority of the membership shall constitute a quorum.

2. The Finance Committee

• Purpose:
The Finance Committee shall have the responsibility of overseeing the financial affairs of the Syracuse Hebrew Day School and shall
• prepare and monitor the budget of the school;
• shall recommend operating budgets and tuition fees to the Board;
• shall periodically inform the Board of the financial status of the school as compared to the approved budget;
• shall manage the strategy and control the investments of the school’s endowments in accordance with the school’s investment policy;
• shall review investment performance and report the same to the Board of Directors.
• shall develop long and short range financial plans;
• shall keep abreast of legal and environmental financial issues that might affect the school.

• Membership:
The Finance Committee shall consist of three or more members to be selected by (but not necessarily from) the Board of Directors at its first meeting following the Annual Meeting.
The Vice President of Fundraising and Treasurer shall serve as Chairperson.

• Meetings:
The Finance Committee shall meet quarterly and additionally as appropriate.
A majority of the members shall constitute a quorum.

The Finance Committee shall make written quarterly reports to the Board of Directors.

3. The Parent Involvement Organization

The Parent Involvement Organization shall provide special programs involving the students, shall raise funds for special school projects and in general, support the Principal and faculty as requested.
• The President shall appoint the Chairperson of the PIO who shall serve for a term of two years with one consecutive, renewable two-year term.
• The Chairperson of the PIO shall be a voting member of the Board of Directors and shall report directly to same.

4. The Past Presidents’ Council

The Past President’s Council shall be an advisory group, chaired by the immediate past-president, for the purpose of taking under consideration any area they deem needing attention and to recommend ideas and procedures to the Board of Directors.

5. The Public Relations and Publicity Committee

The Public Relations and Publicity Committee shall promote the image of the school throughout the community through personal contracts, speaking engagements and articles in various Jewish and general media.

6. The Enrollment and Retention Committee

The Enrollment and Retention Committee shall work with the Principal to identify potential new students, encourage these students to attend the school and maintain close relationship with parents of current students to assure that the current students will remain in the school.
• If determined by the President of the Board of Directors to be more effective, the duties of the Enrollment and Retention Committee can be divided among and assumed by the Public Relations and Education Committees.

7. The Auction Committee

• The Auction Committee shall consist of no fewer than 3 members.
The Auction Committee shall report to the Board of Directors.

ARTICLE X: MEETINGS

The Board of Directors shall meet not less than five (5) times per year, during the academic year.

The President may call special meetings of the Board at any time.

The Chairs of the Standing Committees of the Board of Directors shall meet with the Principal and the Executive Committee of the Board of Directors no less than 1 time during the academic year.

The annual meeting of the corporation shall be held in June for the purpose of electing new members of the Board and of hearing presentations on the state of the school.

The President may call a special meeting of the membership of the corporation at any time, and must call such a special meeting within twenty (20) days of receiving a written request by at least ten (10) members of the corporation, provided a notice is mailed to the membership stating the purpose of the special meeting at least ten (10) days in advance of the scheduled date.

The Principal may attend all meetings of the Board and membership at the invitation of the President as a non-voting participant.

All Board members are required to attend meetings of the Board. Failure to attend three (3) meetings during one academic year, without reasonable excuse, may result in removal of any member, at the discretion of the Board.

ARTICLE XI: COMPENSATION OF OFFICERS AND DIRECTORS

No officer or member of the Board of Directors shall be paid for serving in such a capacity.

Employees of the corporation may serve as officers or directors of the Corporation, but may not vote on any issue affecting such employment status. All members of the Board of Directors must abstain from any issue which is ruled by the President to present a potential conflict of interest.

ARTICLE XII: CONDUCT OF MEETINGS

In general, the meetings of the organization, its Board and Committees will adhere to Robert’s Rules of Order.

One third of the Board Members shall constitute a quorum for conduct of business at meetings of the Board of Directors.

Twenty (20) members shall constitute a quorum for conduct of business at a meeting of the membership of the corporation.

ARTICLE XIII: AMENDMENTS

These By-Laws may be amended by a majority vote of the members present at a regular or special meeting of the corporation, provided that notice of the purpose of the meeting and written copies of the proposed amendments have been mailed to the members at least fifteen (15) days prior to the meeting.