← Maris Stella School's By-Laws 2013

Article 1: The Institution

Maris Stella School is a private nonprofit educational institution owned and conducted by the Diocese of the Caroline Islands, with the authorization of the Catholic Bishop of the Diocese of the Caroline Islands.

Article 2: Location and Ownership

Maris Stella School is located in Koror State in the Republic of Palau. The lands used for Maris Stella School shall be owned by qualified persons for the benefit of operating Maris Stella School by the Diocese of the Caroline Islands. The buildings and all furnishings and equipment in them are owned by Maris Stella School.

Article 3: Purpose

The goals and purposes of Maris Stella School are the following:

1. Provide a quality academic education on the secondary level for youth from throughout the Republic of Palau;
2. Foster in each student growth of personal character, particularly in the areas of responsibility, concern for others, integrity and initiative;
3. Promote in students Christian values and attitudes that might serve as a life-long basis for their thinking and action;
4. Instill in students a genuine willingness to place their abilities at the service of the entire Palauan community, but especially of those who are most deprived;
5. Promote a spirit of unity among students and staff, while recognizing and respecting their different religious, ethnic and social traditions;
6. Assist the Catholic Church of Palau to develop a cadre of trained young men and women to assume leadership roles in the local Church and to give service to the broader community;
7. Promote an understanding of the process and effects of social change in Palau, and to help integrate traditional values and customs with the best elements of the new global influence.

Pursuant to these purposes and objectives the Corporation is further organized to receive and accept contributions, gifts, and grants from any person, firm, association, or corporation, or any municipality, body politic or governmental agency or authority, as well as any other grants from any source public or private, which are made to the corporation for the pursuance of its purposes and in accordance with law.

Article 4: Structure

The Corporation will consist of

1. The Members in whom is reserved certain exclusive authority over and responsibility for the Corporation in the pursuit of its purposes as provided by the Articles of Incorporation, as may be amended from time to time and in addition shall have all powers permitted by law;

2. Subject to the reserved and exclusive powers of the Members as provided by the Articles of Incorporation, as may be amended from time to time, a Board of Directors in whom is rested full authority over and responsibility for the Corporation in the pursuit of its purposes as provided by the Articles of Incorporation, as may be amended from time to time, and shall have all powers permitted by law to a Board of Directors.

3. A school staff whose duty it is to manage the Catholic Schools of Palau in accord with the Articles of Incorporation, these By-laws and the directives of the Board of Directors.

Article 5: The Members

5.1 Power of Members.

The Members of the Maris Stella School shall exercise those reserved and exclusive powers set forth in the Articles of Incorporation, as they may be amended from time to time.

5.2 The Chairman

The Chairman of the Members shall be the Bishop of the Caroline Islands or his designee.

5.3 Members and Qualifications of Members

The Members shall be selected in accordance with the Articles of Incorporation, as they may be amended from time to time.

5.4 Length of Term of Members

A member shall serve until removed by the Bishop of the Caroline Islands or his successor.

5.5 Termination of Membership.

A member may be terminated for any reason by the_Bishop of the Caroline Islands or his successor and any member may resign from membership by submitting his or her resignation in writing to the Bishop of the Caroline Islands or his successor.

5.6 Meetings of the Members.

5.6.1 Annual Meetings. The annual meeting of the Members shall be held at a time and place determined by the Bishop of the Caroline Islands or his successor. Notice of all meetings shall be communicated by the Chairman of the Members or by his or her delegate to all members not less than ten days before the meeting. 5.6.2 Special Meetings. Special meetings of the Members may be held at any time or place whenever called by the Chairman. Notice of all special meetings shall be communicated by the Chairperson of the Members or by his delegate to all members not less than ten days before the meeting. 5.6.3 Quorum. The majority of the whole number of the members shall constitute a quorum at all meetings of the Members. The vote of a majority of the members present at any meeting shall be sufficient to act upon any matter that may properly come before the Members, unless a greater majority vote is called for by the Articles of Incorporation.

5.7 Vote by Mail, Phone, Fax or E-mail

The Members may participate in any meeting or vote by any permissible electronic manner authorized by law and/or by phone, fax, skype, email or registered mail.

Article 6: Board of Directors

6.1 Powers of the Board of Directors

Subject to the reserved and exclusive powers of the Members as set forth in the Articles of Incorporation, as may time to time be amended, the Board of Directors of Maris Stella School shall constitute its governing body and have the power to determine school policy and supervise its implementation by the school's administration. Decisions of the Board may be contravened only by a majority vote of the Members.

6.2 Number and Qualifications of Members

The School Board shall consist of no fewer than three and no more than twelve members, including from such number ex-officio members, and are appointed by the Members. Members of the Board of Directors shall all be men or women deeply committed to fulfill the purposes of Mindszdenty High School and prepared to offer their time and talents to direct Maris Stella School in the pursuit of its purposes. Majority of the Board members shall be residents of the Republic of Palau. No member of the School Board shall receive a salary from the schools for services rendered as a member of the Board. A member may be reimbursed, however, for travel or other expenses incurred while performing Board functions.

6.3 Constitution of the Board.

The Board shall consist of three ex-officio members, namely (1) the President of the PTA from Maris Stella School; the (2) the Vicar of Catholic Schools of Palau or his designee; and (3) the Principal of Maris Stella School. The Principal shall be a nonvoting member.

6.4 Terms of Office.

With the exception of the three ex-officio members who serve as long as they hold the designated office, three members of the initial Board of Directors shall be appointed to serve a one-year term, three shall be appointed to serve a two-year term, and three shall be appointed to serve a three-year term. The length of terms of those serving on the initial Board of Directors shall be determined by the Members. Appointments to the Board are limited to two consecutive three year terms. All vacancies on Board of Directors shall be filled for the unexpired term by a majority vote of the Members.

6.5 Termination of Membership

Any member of the Board of Directors, except ex-officio members, (1) may resign from membership by submitting his or her resignation in writing to the Chairman of the Board of Directors, or (2) may be removed by a majority vote of the Members for any reason. Any member of the Board who is absent from three consecutive meetings, or more than one-half of the regular meetings during a year, may be considered for removal by the Members. A member of the Board whose removal is imminent after the second consecutive unexcused absence must be notified in writing at least fifteen days before such an action is to take place.

Article 7: Duties and Responsibilities of the Board of Directors

Subject to the reserved and exclusive powers of the Members as set forth in the Articles of Incorporation, as may time to time be amended, the basic duty of the Board is to oversee the conduct of the Corporation, and to give guidance to the Principal as needed so that the school will continue to pursue its purposes effectively. More specifically, the duties will include, among other things, the following responsibilities:

1. To determine basic school policy, ensure that the philosophy, mission and Expected School-wide Learning Results of Maris Stella School are faithfully implemented, and to set new directions for the school as the times demand;

2. To select the Principal of Maris Stella School subject to the approval of the Members;

3. To review and discuss the reports from the Principal of Maris Stella School;

4. To evaluate the Principal of Maris Stella School on an annual basis;

5. To review each year's financial report and to review, approve or amend the budget proposed by the Principal for the following year subject to the final approval of the Members;

6. To promote and supervise the raising of funds for the two schools;

7. To review the operation and procedures of Maris Stella School, and to give appropriate directions and/or recommendations to the Principal;

8. To review and evaluate on an annual basis the performance of Maris Stella School in accordance with their philosophy, mission, and Expected School-wide Learning Results;

Article 8: Committees

The Board shall have the authority to establish standing committees as well as ad hoc committees and to appoint members of the Board to serve on whatever committees it shall establish.

Article 9: Meetings of the Board of Directors

9.1 Semi-annual Meetings

Regular meetings of the Board shall be held twice a year at a time and place determined by the Chairperson of the Board. Insofar as possible, the semi-annual meetings will be scheduled for June and January. Notice of all meetings shall be mailed by the Chairperson of the Board to all members of the Board not less than thirty days before the meeting.

9.2 Special Meetings

Special meetings of the Board may be held at any date, time and place whenever called by the Chairperson of the Board. Any member of the Board may request a special meeting through the Chairperson of the Board provided that circumstances warrant such a meeting. Notice of all special meetings stating the date, time, place and reason shall be sent to all Board members not less than three days before the meeting.

9.3 Quorum

The majority of the whole number of voting members of the Board of Directors shall constitute a quorum at all meetings of the Board of Directors. The vote of a majority of the members present at any meeting shall be sufficient to act upon any matter that may come before the Board, unless a greater majority vote is called for by these By-laws.

9.6 Agenda

The Board of Directors shall at their Annual Meeting shall:

1. Review the major policies of the School;
2. Hear and discuss the report of the Principal;
3. Hear and discuss the financial report of the Treasurer from the past year;
4. Review and approve or amend the budget for both schools that is proposed by the Principal for the following year;
5. Review and vote on nominations from the Vicar of Catholic Schools for new Board members to replace those whose terms shall expire;
6. Evaluate the work of the Principal and other officers of the school and make necessary recommendations;
7. Make such other decisions as shall appear necessary for the proper administration of the school and the achievement of its purposes as set down in these By-laws;
8. Conduct such elections and appoint such officers as the By-laws require.

The Board of Directors may appoint whatever committees shall be required for carrying out of decisions in the matters of school policy, financing, and expansion of the work of the school. The Board may also designate the time for reports of such committees to be submitted to the Chairperson of the Board and to the Director of Schools for action and implementation.

9.5 Vote by Mail, Phone, Fax or E-mail. Vote by Mail, Phone, Fax or E-mail.

The members of the Board of Directors may participate in any meeting or vote by any permissible manner authorized by law and/or by phone, fax or email or registered mail.

Article 10: Officers of the Board of Directors

The officers of the Board of Directors shall consist of a Chairperson who is appointed by the Members and a Secretary is who elected by a majority vote of the Board of Directors.

10.1 Chairperson of the Board

The Chairperson of the Board of Directors shall be approved, and may be removed for any reason, by a majority of the Members of the Corporation. The term of office of the Chairperson shall be for two years, and he or she may be appointed for an additional term of two years. The Chairperson of the Board shall preside at the annual meeting and all special meetings called for any purpose. In the event that the Chairperson is not able to be present for a meeting the Board members at a meeting where a quorum is present shall choose one of its members to serve as Acting Chairperson.

10.2 Secretary of the Board

The Secretary is an officer of the corporation, elected by the Board of Directors. He/she shall keep the minutes of all meetings of the Board of Directors. All Board Minutes will include attendance as the first item. The proposed minutes shall be presented to the Board and will be reviewed and approved (subject to any required revisions) at the next regularly scheduled Board meeting. The Secretary shall also furnish the Vicar of Catholic Schools a copy of all Board minutes who will keep them on file. The Secretary shall attend to the giving and serving of all notices regarding the time and place of meetings of the Board of Directors. The Secretary shall also inform designated members of the Board as to their election for membership on the School Board and inquire whether they wish to serve on the same Board. The Secretary shall perform all duties incident to his or her office subject to the control of the Board, and such duties as may from time to time be entrusted to him or her by the Board.

Article 11: Officers of the School

The officers of Maris Stella School shall consist of the school's Principal and Treasurer.

11.1 President.

The President shall be the Principal of Maris Stella School (hereafter referred to as the "Principal") and the chief executive officer of the institution, and an officer of the Corporation. The Principal is selected by the Board of Directors and approved by the Members. The term of office shall not be designated, but the Principal shall be subject to removal from office by the Members in consultation with the Board of Directors. In the event of resignation or incapacity to perform responsibilities, the Members shall appoint an Acting Principal to serve. As chief executive of the school, the Principal shall carry out the policies established by the Members and Board of Directors. The Principal shall be a non-voting ex-officio member of the Board of Directors. The Principal shall have the responsibility for the administration of the school and shall supervise all other officers of the school. He/she shall be responsible for employing and discharging all personnel subject to the reserved powers of the Members to approve or remove the Treasurer. The Principal will prescribe the duties and terms of office of all staff and faculty. The Principal shall also be responsible for the day to day general supervision of the operations of the school. The Principal shall supervise all school faculty and determine their duties and responsibilities, which will include both teaching assignments and the moderation of other school activities. He/she shall also oversee all off-campus programs in which students of the school may be required to participate as part of their formal training. The Principal shall be responsible for the admission of students and their dismissal for cause. He/she shall also be responsible for all student records, transcripts, and other documents. The Principal may appoint assistants for academic matters, or for discipline, or for such other offices as may seem desirable to insure success of all school programs. The Principal shall prepare and provide adequate regulations for study, discipline and general student behavior as in his or her judgment shall be necessary for the proper attainment of the purposes of the school. At the annual meeting of the Board of Directors, the Principal shall present a full report of the School programs, including all major policy proposals and major building programs to the Board of Directors for approval prior to their inception.

11.2 School Treasurer

The Treasurer of Maris Stella School shall be the chief financial officer of the institution and an officer of the Corporation. The Treasurer is appointed by the Board of Directors and approved by the Members. The term of office shall not be designated, but the Treasurer shall be subject to removal from office by the Members in consultation with the Board of Directors. The Treasurer shall work directly with the Principal and is responsible for managing the accounts of Maris Stella School according to standard accounting principles. The day-to-day management of the school's finances shall include the maintenance of the chart of accounts, the assignment of all entries to proper accounts, account reconciliation, computation and payment of all taxes in compliance with local laws, the deposit of all receipts and payment of bills. In addition the Treasurer shall periodically prepare, examine and analyze with the Principal the accounting records, financial statements, and other financial reports to assess accuracy, completeness and conformance to reporting and procedural standards. At the annual meeting of the Board of Directors the Treasurer shall present a full financial report of the school accounts that includes the income and expense report for the previous fiscal year, the current balance sheet of all accounts, and the proposed budget for the following fiscal year to be approved by the Board of Directors.

Certification

Certified as duly adopted on this 21 day of February, 2013.

/signed/ Gregory Muckenhaupt, Secretary 2/21/2013

Subscribed to before me this 21 day of February, 2013.

/signed and notarized/ ???, Notary Public