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Youth Initiative By-Laws
Youth Initiative Highh School
A Waldorf Initiative
1. NAME:
The legal name of this corporation is High School Youth Initiative, Inc., as organized under Chapter 181 State of Wisconsin Statutes thus without Capital Stock and Not for Profit. The corporation is also known as Youth Initiative High School or as Youth Initiative hereinafter.
II. PURPOSE:
see Purpose Statement attached
III. MEMBERSHIP:
All currently enrolled students, the parents or guardians of those students and the current faculty (see Faculty section below for further definition) will be members of the corporation. Members will come together at the Annual Meeting or at any Special Meeting of the whole community called in accordance with Notice requirements as specified below. All members of standing committees appointed by the Board of Trustees will be members of the Youth Initiative Corporation.
IV. ANNUAL MEETING:
An Annual Meeting of Members will be held each year within thirty days before or after May 1. The agenda will include:
1) Election for Board of Trustees
2) Approval of Capital Budget
3) Amendments to Articles of Incorporation, By-laws, or Vision and Purpose Statement and Guiding Principles.
Any further official agenda items for the Annual Meeting will be included in the Notice which will be delivered or mailed to all members no less than 10 days or no more than 30 days before the Annual Meeting, as determined by the Board of Trustees. The Notice will also include nominees for election to the Board; and the text of any proposed amendments to the Articles of Incorporation or By-laws, Vision and Purpose Statement and Guiding Principles.
A quorum for the Annual Meeting is equal to the number of currently enrolled full time students, present in person or by written proxy. Written Consent will not count towards a quorum. The style of decision-making will be consensus seeking; however, votes may be taken when requested by five or more members. Each member will have one vote. Voting by Proxy and Action by Written Consent will be recognized at the Annual Meeting. See also Section XII: Actions by Written Consent below. Decisions by vote will require a two-thirds (2/3) majority of those present in person or by written proxy.
V. BOARD OF TRUSTEES:
At Youth Initiative, the Board of Trustees will function as the Board of Directors as defined in Chapter 181 of the Wisconsin Statutes and hereinafter as "Board" or "Trustees."
1) The Steering Committee will function as the Board until the first Annual Meeting after their formal adoption of these By-laws.
2)Trustees of the Board will be elected at the Annual Meeting. Vacancies created between Annual Meetings will be replaced by the remaining Trustees, except any Student Board Member who will be replaced by the Student Committee. Similarly, the Faculty Board Member will only be replaced by the Faculty Committee.
3) The Board will consist of eleven (11) Trustees. A minimum of three (3) trustees and a maximum of four (4) Trustees will be currently enrolled Youth Initiative students. The Student Committee will announce their three new Trustees at each Annual Meeting, who will have been elected by the Student Committee in a fair manner with their governance procedures. The Faculty Committee will also announce their official Trustee at the Annual Meeting.
4) Of the remaining seven (7) Trustees six (6) will be elected and serve three year terms, and one (1) will be appointed annually in July by the Board as a member from the wider community.
5) A minimum of six (6) Trustees must also be members of the corporation.
6) The Board shall elect or designate the Officers of this corporation, including at least a President, Secretary, and Treasurer; it may elect, in addition to these three Officers, a separate Vice-President. Either the office of Secretary or Treasurer or both may also be named as Vice-President-Secretary or Vice-President-Treasurer. (see section VI: Officers for duties and further details.)
7) Trustees will hold a Board meeting within 30 days after the Annual Meeting with both ingoing and outgoing Board members (June). The next monthly Board Meeting (July) will be the start of the new term where the Board will elect new Officers. Officers’ terms will expire when their successors are designated by the Board.
8) The Board will meet at least once monthly. The President may call additional meetings. A majority of Trustees may direct the President to call a special meeting of the Board requiring no less than seven (7) days Notice of such a special meeting.
9) A quorum for any Board meeting is eight (8) members. Resolutions of the Board require a minimum of six (6) members in approval.
10) The administration and operations of this corporation shall be jointly managed by the Board of Trustees and the Faculty in a spirit of mutual aid. The Board will manage financial business and corporate affairs, provide facilities and their maintenance, purchase equipment and supplies in consultation with the Faculty. The Board will publish an Annual Operations budget for the next fiscal year by the beginning of that year, July 1. The Board will manage corporate legal and /or government affairs. The Faculty Committee will be responsible for the Youth Initiative relationships with the State of Wisconsin Department of Public Instruction or its legal successor.
11) Board meetings will be open to all members of this corporate community. The Board will meet in closed session only upon specific agenda items, as designated and approved by a Board majority.
12) Board members shall receive no compensation, but may be paid for reasonable expenses, subject to Board approval.
13) Committees other than Students, Parent, or Faculty must be approved by the Board or Membership Meeting resolution.
VI.
OFFICERS of this corporation must be designated by the Board and will include a separate President, Secretary, and Treasurer from among current Trustees. Other officers may be designated by the Board from among members or employees of the corporation.
1) President will officiate (or name a facilitator) for all meetings of the Board and at the Annual Meeting. The President will coordinate the Committee work of this corporation, especially with the Faculty. The President will be recognized as our chief executive in official corporate relationships and legal affairs.
2) Secretary (may also be Vice-President Secretary to serve in absence of President) will be responsible for accurate recording of minutes of all Board meetings and the Annual Meeting. The Secretary will manage all official correspondence and maintain official records. This office will also coordinate with Faculty for appropriate audit of mandated school records.
3) Treasurer (or Vice-President Treasurer) will coordinate financial planning, official budgets, bookkeeping and financial records, provisions for facilities and equipment, arrange for necessary external audits, create internal fiscal control systems and facilitate fund-raising with Parents and Students.
VII.
FACULTY includes all current year teachers as named officially by the Faculty Committee to the Board, as of 1 September each year, with additions or deletions designated also by the Faculty. Meeting frequency, agenda, rules of order, and governance for the Faculty will be determined by the Faculty Committee in accord with legal requirements and no outside approval. With special respect for the teachings of Rudolf Steiner and inspirations from the world of Anthroposophy, the Youth Initiative Faculty will guide the school's shared spiritual, intellectual, and cultural life. The Faculty will manage school administration, curriculum structure and development, plus the schedule of school events. The Faculty Chairperson (or equivalent) will coordinate closely with the Board on development of school policies, significant Faculty issues, and initiatives
VIII.
PARENTS Committee will include all parents and official guardians of currently enrolled Students. The Parents Committee will also organize its own agendas and governance. Parent responsibilities include fund-raising activities, long-range planning with Board and Faculty, staffing for school functions where possible, organizing study groups, and special training. Of course, parents together may help each other with special problems experienced by adolescents or with special individual student concerns as well as focus parental issues for discussion with Board, Student, or Faculty committees.
IX.
STUDENTS at Youth Initiative High School have been empowered in a rare manner as full members of this corporation with Board representation guaranteed. Similar to the Board, Faculty, and Parents committees, the Student Committee will organize its own meetings, agendas and governance in accordance with the purpose and by-laws of the school. All currently enrolled students are members of the Student Committee. Students will designate special representatives to coordinate with the Faculty on curricular and administrative policy. Students will be responsible for fund raising activities coordinated with the Board and Parents.
X. SPECIAL MEMBERSHIP MEETINGS:
The Board, or by formal resolution of either the Faculty, or the Parents Committee, or the Student Committee, or by signed petition of any group of members which equals the number of currently enrolled full time students, may call a Special Meeting of Members.
The Notice for any such Special Meeting must describe the official agenda of that meeting and be delivered by the Secretary no less than seven (7) days, nor more than fifteen (15) days to all members.
Decisions of members at an Annual Meeting or Special Meeting have final authority in corporate affairs. Official votes or actions of any Special Meeting are strictly limited to the agenda defined in the Notice for that specific Special Meeting. A quorum for the Special Meeting is equal to the number of currently enrolled full time students, present in person or
by written proxy. Written Consent will not count towards a quorum.
The style of decision-making will be consensus seeking; however, votes may be taken when requested by five or more members. Each member will have one vote. Voting by Proxy and Action by Written Consent will be recognized at a Special Meeting. See also Section XII: Actions by Written Consent below.
Decisions by vote will require a three quarters (75%) majority of those present in person or by written proxy. This majority must also represent greater than one half (50%) of the corporation members. A quorum may make a binding decision through consensus.
Actions by Written Consent or Voting by Proxy will only be allowed at any Special Meeting in accordance with specifications stated in Section XII: Actions by Written Consent
XI. RULES OF ORDER:
The Board, Faculty, Parent, and Student committees may each determine their own Rules of Order. In case of disputes, meetings will be conducted in accordance with Roberts Rules of Order to the extent that said 'Roberts Rules of Order' are consistent with these By-laws and Wisconsin Statutes.
XII.
ACTIONS BY WRITTEN CONSENT will be allowed at the Annual Meeting and at Special Membership Meetings on any ballot or proposal distributed in written form with the Notice for the meeting. Voting by Proxy will be allowed at the Annual Meeting and at Special Membership Meetings for decisions regarding agenda items requiring discussion. The agenda items must have been published in the Notice for the meeting. Proxies must be given in writing and provided to the facilitator of the meeting at the start of the meeting. Written Consent will not count towards a quorum. Other bodies or committees of this corporation will decide in their own process if proxy voting will be allowed
XIII.
EMPLOYEES at Youth Initiative will be under Faculty supervision unless otherwise designated by Board or members. This corporation will be a non-discriminatory, equal opportunity employer. Wages, benefits, and other compensations will be determined within the Annual Budget.
XIV.
Fiscal Year and Financial Sphere: The fiscal year will begin on 1 July each year and end on 30 June of the next. The Treasurer will coordinate all financial affairs. The Board only may authorize any officer or agent to make a contract or agreement or other instrument which names Youth Initiative as a party with interest. The Board (or Member Meeting) must authorize all debts above $500 or longer than three (3) months even with budget authority. The Treasurer will develop policies and practices subject to Board approval, for all budgets, deposits, and disbursements, bookkeeping and other fiscal records and necessary audits. The Annual Operations Budget and current Capital Budget will be published each year with the Notice of Annual Meeting.
XV.
AMENDMENTS to these By-laws or the Youth Initiative Articles of Incorporation or the Vision and Purpose Statement and Guiding Principles must be first approved by the Board and secondly approved at the next Annual Meeting with proper Notice of Amendment text. An amendment to these By-laws resolved at any Special meeting must also be approved at a subsequent Special Meeting, or the next Annual Meeting, whichever comes first.
XVI.
Disclaimer: The Youth Initiative High School will not discriminate based on creed, gender, sexual orientation, or age.
XVII.
Dissolution Clause: If the Youth Initiative High School dissolves, the assets will be used to pay any outstanding debts and any excess assets will be donated to another 501(c)(3) non profit organization.
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