positive BYLAWS

Article I:  Name

The name of this non-profit charitable corporation shall be The P.O.S.I.T.I.V.E. Organization, Inc., which stands for Parents Offering Support In Time Involvement Volunteering Enthusiasm.

Article II: Purpose

The P.O.S.I.T.I.V.E., Inc. (referred to as the “Corporation”) is organized exclusively for charitable and educational purposes including:

1.     To strengthen communications and understanding between and among students, staff, parents and community members of the Dover-Sherborn Middle School.

2.     To provide a means for parents to meet one another and with representatives of the school to consider matters of common interest affecting the students and the school.  The Corporation shall have no power to establish policies on academics and administrative matters.

3.    To provide a source of services for the administration, teaching and support staff and to call for membership assistance in activities of the school.

4.    To provide funds for curriculum enrichment and supplemental classroom materials.

Article III:  Membership

Membership in the Corporation shall be open to:

1.    all parents and legal guardians of children who are students in the Dover-Sherborn Middle School;

2.    all current administrative, teaching and support staff of Dover-Sherborn Middle School and

3.    residents of Dover or Sherborn, Ma.

Article IV: Meetings of the Corporation

Section 1.  Annual Meeting: The Annual Meeting of the Corporation shall be held the first Tuesday of June for the election of Officers and Executive Board members, the submission of annual reports by the Officers and Standing Committee Chairpersons and the transaction of any other relevant business.

Section 2.  General Membership Meetings:  The Executive Board shall hold at least four meetings for the general membership from September through June.

Section 3.  Special Meetings:  Special meetings may be called by the Co-Chairs or by the majority of the Executive Board.

Section 4.  Quorum:  The members present at any regular or special meeting of the Corporation shall constitute a quorum.  The majority of those members present will decide a question unless otherwise noted therein.

Article V: Executive Board

Section 1.  Executive Board:  The Executive Board shall consist of the Officers of the Corporation.

Section 2.  Powers:  The Executive Board shall have general charge and control of the affairs, funds and programs of the Corporation.

Section 3.  Term Of Office: The term of office of each Executive Board Member shall be one year commencing upon election in June and ending with that members’ successor’s election.  The Officers of the Corporation, except the Treasurer, shall hold office for a term of one year, not to exceed two successive terms.  The Treasurer shall hold office for a term of two years.

Section 4.  Meetings:  The Executive Board shall meet at such times as determined by the Co-Chairs.  The meeting after the Annual Meeting shall be entitled “Old Board-New Board” and have as its primary purpose the transition of records from the outgoing Executive Board to the incoming Executive Board.

Section 5.  Voting:  A majority of Executive Board Members shall constitute a quorum at an Executive Board Meeting.  The majority of those members of the Executive Board voting shall decide any question.

Section 6.  Resignations:  Any Executive Board Member may resign by delivering his/her written resignation to the Co-Chairs or Vice Co-Chairs.  Such resignation shall be effective upon receipt unless otherwise specified in the resignation notice.

Section 7.  Vacancies:  In the event that an Officer is unable to complete a term of office, the Executive Board, by two-thirds vote of its members, shall have the power to name a successor to fill the expired term of that office.

Article IV: Officers

Section 1.  Officers:  The officers shall consist of the following: Two Co-Chairpersons, two Vice Co-Chairpersons, a Treasurer, two Financial Resources, a Secretary, two Hospitality Coordinators and two Volunteer Coordinators.  Where there are two representatives as officers, one from each of the towns of Dover and Sherborn are elected.

Section 2.  Duties:  The duties of the Officers of the Corporation shall be as follows:

·        Co-Chairpersons:  The Co-Chairs shall be the chief executive officers of the Corporation and shall preside at all meetings of the Corporation and Executive Board; set the date of each regular meeting within the periods set forth herein; call special meetings; establish special committees; promulgate plans for the fulfillment of the objectives of the Corporation; and perform all other duties pertaining to the office of the Co-Chairpersons. 

·        Vice Co-Chairpersons:  The Vice Co-Chairpersons shall assist the Co Chairs and perform such duties as the Executive Board may designate.  In the absence of the Co-Chairs, the Vice Co-Chairs shall perform the duties of the Co-Chairs.  Upon receiving its annual budget from the Executive Board, the Vice Co-Chairs shall plan and provide programs, events, and speakers for the curriculum enrichment activities for the school or individual grades.  They shall also provide information to the teachers on local talent upon which the teachers may draw for curriculum enrichment activities for their classes.  In case of vacancy, the Vice Co-Chairs shall at once succeed to the office of the Co-Chair until the next Annual Meeting or until another Co-Chair has been elected by a special meeting so called by the Executive Board for that purpose.

Treasurer:  The Treasurer shall be the chief financial officer and chief accounting officer of the Corporation.  He/she shall receive all funds of the Corporation and shall deposit them in such bank or banks as may be authorized by the Corporation.  He/she shall disburse these funds as directed by the Corporation and as approved by the Co-Chairs. He/she shall present a written financial report to the Corporation at each general meeting.  At the Annual Meeting, the Treasurer, shall recommend the amount of money available for disbursement for the upcoming year.  The Treasurer shall file any financial reports required by law.

·        Secretary:  The Secretary shall: (1) record the proceedings of the Corporation and the Executive Board; (2) be the custodian of all the records of the Corporation and the Executive Board; (3) submit to the Co-Chairpersons and the Executive Board a copy of the minutes of the previous meeting; (4) present an annual written report of the Corporation at its Annual Meeting; (5) attend to the correspondence of and issue notices of the Corporation; (6) and file any reports as required by law.

Article VII: Committees

Section 1.  Standing Committees:  The Standing Committees shall include the following named committees with additions and or deletions, as the Executive Board may deem necessary.

·        Health Advisory Liaisons:  This committee represents the school on the Health Advisory Council.  They report to the Executive Board any issues, which need to be communicated to the Middle School Parents.

·        Grade Level Coordinators:  This committee shall provide assistance by organizing and running school related activities for their particular grade level.  This committee may also be asked to coordinate activities where all grades are participating.  In addition, this committee shall provide assistance to the teachers and administrative staff for field trips, library-media center and the school nurse.  This committee maintains a file of current Corporation members and may appoint a non-committee Corporation member to spearhead an event or activity.

·        Financial Resources:  Financial Resources manages the fund raising activities for the Corporation. 

·        Volunteer Coordinator:  The Volunteer Coordinator assists in the organization and running of the Corporation sponsored activities during the school year.  He/she is an effective liaison with the Middle School staff to identify areas where parent volunteers can be utilized.  He/she prepares a volunteer solicitation form to be sent out to all parents before each term begins.  The Volunteer Coordinator provides a list of names to each of the grade level coordinators.  Communication with and follow-up with the grade level coordinators throughout the year is extremely important.

·        Hospitality Coordinators:  The Hospitality Coordinator shall plan for all social functions in cooperation with the Co-Chairs and the Headmaster.

·        Publicity:  This committee shall disseminate information to acquaint the members of the community with the activities of the Corporation.

·        METCO:  This committee shall be the liaison between METCO staff and the local host families.

·        Directory:  This committee shall prepare and distribute a directory of all students, parents and staff in the Dover-Sherborn Middle School.  The directory shall be available as early as possible in September of each year.

Article VIII: Nominations and Elections

Section 1.  Nominating Committee:  The nominating Committee shall prepare a slate of candidates for election for (a) the Officers of the Corporation and (b) the Chairperson(s) of each Standing Committee. The Co-Chairs shall appoint the Nominating Committee annually in January.  The Nominating Committee shall consist of three active voting members of the Executive Board.  The Nominating Committee shall elect a chairperson.  The Nominating Committee shall nominate at least one candidate for each officer position and not more than two candidates for each standing Committee position for presentation to the membership at the Annual Meeting.

Section 2.  Procedure:  Nomination and election procedures shall be primarily as follows, unless otherwise authorized by the Executive Board.

·        January:  The Co-Chairs appoint the Nominating Committee at which time they met and elect a chairperson.

·        February: The Nominating Committee shall meet to establish a single slate of candidates to be elected in June.

·        May:  The slate of candidates shall be presented at the meeting of the general membership.

·        June:  Election of the Officers and Executive Board Members by the general membership at the Annual Meeting.

Section 3.  Independent Nominations:  Independent nominations to any elected position may be made to the Nominating Committee. In order to be considered, the Chair of the Nominating Committee must receive the names at least two weeks prior to the election meeting.  They shall be announced with the Nominating Committee’s slate of candidates.

Section 4.  Consent:  Written consent of any nominee must be obtained before placing his/her name in nomination.

Section 5.  Change in Office:  The newly elected Officers and Executive Board Members of the Corporation shall assume their duties at the Executive Board meeting following the Annual Meeting.

Article IX : Fiscal Year

Fiscal Year:  The Fiscal year shall end on June 30th of each Calendar year.

Article X: Amendments

Amendments:  These by-laws may be amended or repealed at any general membership meeting of the Corporation by a two-thirds (2/3) vote of those present, provided the proposed amendment(s) has/have been submitted in writing to the Executive Board at least 14 calendar days before the meeting.

Article XI: Miscellaneous Provisions

Section 1.  Basic Policies: This Corporation, a non-profit charitable corporation, shall be nonsectarian and nonpartisan.  The name of the Corporation or the names of any members in their official capacities shall not be used to endorse or promote any sectarian or partisan interest(s).

Section 2.  Powers:  The Corporation shall have and may exercise all powers authorized by law and necessary or convenient to effect any or all of the purposes for which the Corporation is formed; provided that no such power shall be exercised in a manner inconsistent with the General Laws of the Commonwealth of Massachusetts or the United States of America.

Section 3.  Political Candidates/Activity:  The Corporation, Officers and Executive Board Members shall not, directly or indirectly, participate or intervene (in any manner whatsoever, including the publishing or distributing of statements) in any political campaign on behalf of, or in opposition to any candidate for public office, or devote any part of its activities to attempting to influence any legislation, referendum or any other political activity by propaganda or otherwise.

Section 4.  Compensation:  No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, Officers or other private persons except that the Corporation shall be authorized and empowered to reimburse members for authorized expenses and to make payments and distributions relevant to the Corporation.

Section 5.  Activities:  Notwithstanding any other provision of these articles, the Corporation shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may be hereafter amended, or the corresponding section of any future tax code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code and its Regulations as they now exist or as they my be hereafter amended, or the corresponding section of any future federal tax code.

Section 6.  Execution of Papers:  Unless otherwise authorized by the Executive board, contracts, checks and other obligations made shall be accepted and endorsed by either Co-Chairs or the Treasurer on behalf of the Corporation.

Section 7.  Personal Liabilities:  The Members, Executive Board and Officers of the Corporation shall not be personally liable for any debt, liability, obligation, undertaking or agreement of the Corporation.  All persons, corporations or other entities extending credit to, contracting with, or having any claim against the Corporation, may look solely to the funds and property of the Corporation, as limited by law, for payment of any debt(s), damages, judgment(s), decree(s), settlement(s) or of any money that may otherwise become due or payable to them from the Corporation.

Section 8.  Indemnification of the Officers, Executive Board Members and General Members: The Corporation shall hold harmless and indemnify each Officer of the Corporation, Executive board of the Corporation and other Members of the Corporation acting in connection with the Corporation sponsored functions against any and all actions, liabilities and expenses, including all costs of defending any threatened or actual action or suit, except as stated below, reasonably incurred by him/her in connection with any action, suit or proceeding to which he/she shall be made party, or with which he/she may be threatened, by reason of his/her being or having been an Officer of the Corporation, Executive Board Member of the Corporation, and other members of the Corporation acting in connection with the Corporation sponsored functions, whether or not he/she continues to be an Officer of the Corporation, Executive Board Member of the Corporation and other Members of the Corporation acting in connection with the Corporation sponsored functions at the time of incurring such expenses.  The expenses covered by the foregoing indemnity shall not include any: (a) expenses incurred in connection with any matters as to which such Officer of the Corporation, executive Board member of the Corporation and other Members of the Corporation acting in connection with the Corporation sponsored functions shall be adjudicated from such action, suit or proceeding to be liable by reason of his/her having been guilty of willful misconduct in the performance of his/her duty as such Officer of the Corporation, Executive Board Member of the Corporation, and other Members of the Corporation acting in connection with the Corporation sponsored functions; or (b) amounts paid by such Officer of the Corporation, Executive Board Member of the Corporation, and other Members of the Corporation acting in connection with the Corporation sponsored functions in settlement of any such action, suit or proceeding disposed of otherwise than by adjudication on the merits, unless in relation to such action, suit, or proceeding such Officer of the Corporation, Executive Board Member of the Corporation, and other Members of the Corporation acting in connection with the Corporation sponsored function has/have not been guilty of willful misconduct in the performance of his/her duty as such Officer of the Corporation, Executive Board Member of the Corporation and other Members of the Corporation acting in connection with the Corporation sponsored functions.  As to whether or not as an Officer of the Corporation, Executive Board Member of the Corporation and other Members of the Corporation acting in connection with the Corporation sponsored functions has/have been guilty of willful misconduct in relation to such action, suit, proceeding or other matters, the Executive Board and each member may conclusively rely upon the opinion of counsel approved by the Executive Board.  As used in this paragraph, the terms Officer of the Corporation, Executive board Member of the Corporation and other Members of the Corporation acting in connection with the Corporation sponsored functions include their heirs, successors and assignees, executors and administrators.  The foregoing right of indemnification shall be in addition to any rights, which any Officer of the Corporation, Executive board Member of the Corporation and other Members of the Corporation acting in connection with the Corporation sponsored functions may otherwise be entitled as a matter of law. 

Article XII: Dissolution

Section 1.  Dissolution of the Corporation:  The corporation may be dissolved by the general membership at a general membership meeting of the Corporation by a two-thirds (2/3) vote of those present, provided the proposed dissolution has been submitted in writing to the Executive Board at least 30 days before the meeting. 

Section 2.  Distribution of Assets:  Upon the dissolution of the Corporation, its assets shall be distributed for one or more exempt purposed within the meaning of section 501 © (3) of the internal Revenue Code and its Regulations as they may now exist or as they may be hereafter amended or of the corresponding section of any future Federal Tax Code or shall be distributed to the Federal Government, or to a state or local government for a public purpose.  Any such assets not so disposed shall be disposed of by a Court of competent jurisdiction of the country in which the Corporation is then located, exclusively for such purposes or to such organizations or organizations, as such Court shall determine, which are organized and operated exclusively for such purposes.

Amendment I

Revision to POSITIVE By-Laws: Article VI, Section Treasurer: 

The Treasurer shall be the chief financial officer and chief accounting officer of the Corporation. He/she shall receive all funds of the Corporation and shall deposit them in such bank or banks as may be authorized by the Corporation.  He/she shall disburse these funds as directed by the Corporation and as approved and signed by a Co-Chair. He/she shall present a written financial report to the Corporation at each general meeting.  At the Annual Meeting, the Treasurer, shall recommend the amount of money available for disbursement for the upcoming year. At year-end, the Treasurer shall provide all financial records to the current Vice Co-Chairs for an internal audit.  The Treasurer shall file any financial reports required by law.