← Maris Stella School's By-Laws 2020

NEWLY AMENDED AND REVISED BY-LAWS
of
Maris Stella School

Article 1: The Institution

Maris Stella School is a private non-profit 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 purpose of Maris Stella School are the following:

a. Provide a quality Catholic education on the secondary level for youth from throughout the Republic of Palau, regardless of family financial situation;

b. Nurture the development of our students spiritually, intellectually, morally, and physically - in a Palauan cultural context - so they may better live out their Catholic faith and answer the Christian call to service;

c. Foster in each student growth of personal character, particularly in the areas of Responsibility, Concern for Others, Integrity, and Respect;

d. Promote in students, Catholic values and attitudes that might serve as a life-long basis for their thinking and action;

e. 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;

f. Promote a spirit of unity among students and staff, while recognizing and respecting their different religious, ethnic and social traditions;

g. Assist the Catholic Church in 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;

h. 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 the 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 bylaw;

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 the Board of Members, in accordance with Canon Law and the role of a Board of Directors of a Catholic School..

Article 5: The Members

5.1 Powers of the 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 Chairman of the Board of Members. Notice of all meetings shall be communicated by the Chairman of the Board of Members or by his or her delegate to all members not less than ten day 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 Chairman 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 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 Mail.

The members 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 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 from 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, are appointed by the Members, and shall be ably represented by the Catholic parishes of Koror, Babeldaob and louldaob.

Members of the Board of Directors shall all be men or women deeply committed to fulfill the purposes of Maris Stella 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 he residentsnof the Republic of Palau. Although it is presumed that the Board of Directors will be Catholics active in their faith, exceptions can be made.

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; (2) the Vicar of Catholic Schools or his designee; and (3) the Principal of Maris Stella School. The Principal shall be a non-voting 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, and for the purpose of staggering terms in order to promote institutional knowledge and administrative stability, 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, whether a one, two or three-year appointee, shall be determined by the Members. After the term of each initial officer expires, the succeeding appointee to the Board, be it the initial appointee having been reappointed or a new appointee, shall serve a three year term but shall be limited to two consecutive three year terms. All vacancies on the 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 immanent after the second 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 from 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 the basic school policy, ensure that the philosophy, Mission and Expected School-wide Learning Results (ESLRs) 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.

6. To promote and supervise the raising of funds;

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 (ESLRs).

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. Special meetings shall include an Organizational Meeting which shall be held at least 7 days before the start of each school year. The purpose of the Organizational Meeting shall be to ensure that all vacancies of the Board are duly filled and that all necessary Board business are addressed before the school year begins.

9.2 Special Meetings

Special meetings of the Board may be held at any date, time and place determined 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.

9.4 Agenda

The Board of Directors at their Annual meeting:

a. Review the major policies of the School;

b. Hear and discuss the report of the Principal;

c. Hear and discuss the financial report of the Treasurer from the past year;

d. Review and approve or amend the budget that is proposed by the Principal for the following year;

e. Evaluate the work of the Principal and other officers of the school and make necessary recommendations;

f. Make such other decisions as shall appear necessary for the proper administration of the school and the achievement of its purposes as set down by these By-Laws;

g. Conduct such elections and appoint such officers as the By-Laws require.

The officers of the Board of Directors may appoint whatever committees shall be required for carrying out decisions in the matters of school policy, financing, and expansion of the 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 Catholic Mission Schools for action and implementation.

9.5 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 e-mail or registered mail.

Article 10: Officers of the Board of Directors

The officers of the Board of Directors shall consist of a Chairperson and a Secretary who are chosen by a majority of the Board of Directors.

10.1 Chairperson of the Board

The Chairperson shall be elected by a majority vote of the Board of Directors. The Members may remove, for any reason, the Chairperson. The term of office of the Chairperson shall be for two years, and she or he 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 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/her office subject to the control of the Board, and such duties as may from time to time be entrusted to him/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 "Principal") and the chief executive officer of the institution 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 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. 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

Treasurer will 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 finance 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.

Article 12: Amendments to Bylaws

12.1 Proposed Amendments

A majority of the Board of Directors or any Member may propose amendments to these Bylaws.

12.2 Approval of Amendments

Any amendments to these Bylaws shall be effective upon the majority approval of the Members.

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Certified as duly adopted this 5th day of February, 2020

/??/, President, Board of Members

/Fr. Rich Mcauliff, SJ/, Secretary, Board of Members

Subscribed before me this 5th day of February, 2020

/Joan C. Filibert, Notary Public/, Clerk of Courts or Notary Public