The Jersey City Public Schools Foundation

Mission Statement

Together with Jersey City residents and members of the business community, the JCPS Foundation aims to seek charitable support that will provide additional resources to Jersey City Public Schools that will benefit children in the city.

By-Laws

Article I: Statement of Purpose

Jersey City Public School Foundation is a broad-based, non-profit community organization, organized exclusively for charitable and educational purposes, including, by way of illustration without limiting the generality of the foregoing:

Foster supportive community and private sector relationships to serve the interest and needs of the youth in the city of Jersey City.
Inform the community and stakeholders about the strengths and challenges faced by Jersey City Public Schools.
Serve as a catalyst to support and enhance school building improvements and educational programs that strengthen and increase the number of learning opportunities.
Provide small grants to Jersey City School District schools and teachers for equipment and programs.
Seek grants from state, federal, and foundations that will help initiate high-quality projects consistent with the mission of the foundation and the school district.
Seek donations of equipment and funds from businesses or individuals to support the Foundation’s goals and purposes.

Article II: Members

The Corporation will have no members.

Article III: Board of Trustees

Section 3.1: Powers & Duties

All corporate powers of the Foundation shall be exercised by or under the authority of the Board of Trustees. All of the business affairs of the Foundation shall be managed by the Board of Trustees in a manner consistent with these By-Laws and other applicable law. All Trustees will have voting rights on any agenda item. The Board of Trustees shall make appropriate delegations of authority to the Officer. To the extent permitted by law and by appropriate resolution, the Board of Trustees may authorize one or more Committees to act on its behalf when it is not in session.

Section 3.2: Number of Trustees

While the number of Board Members may vary, the number of Trustees shall have a minimum of five (5) members with a maximum of eleven (11).

Section 3.3: Founding Trustee Members

Founding members may be voted out with cause or may step down. After five years, they may return with reappointment at a later date.

Section 3.4: Appointed Trustees

Each Trustee shall be appointed by the Foundation Board for a three (3) year term to the Foundation. The foregoing notwithstanding, for the initial Board of Trustees, the President of the Jersey City Public Schools Foundation shall designate which one-third (1/3) of the Trustees shall be appointed for one (1) year, one-third for two (2) years, and one-third for three (3) years. Thereafter, one-third (1/3) of the Trustees will be appointed at each annual meeting of the Board of Trustees (to take place at the January meeting). Trustees can be appointed for successive terms without limitation. Elected officials may not serve as appointed board members. Appointed members may be voted out with cause or may step down.

Section 3.5: Ex-Officio Members

Ex-Officio members of the Board of Trustees may be appointed by the Board of Trustees at any time. Ex-Officio members should reflect the interests of the Foundation and should include a member of the Jersey City Board of Education, the Jersey City Public Schools Superintendent or their designee, and one Jersey City Public School High School student each year. They are non-voting members of the board.

Section 3.6: Vacancies

Except as otherwise stated in these By-Laws, any vacancy occurring among the members of the Board of Trustees shall be filled by an appointment by the Jersey City Public School Foundation Board. A Trustee elected to fill a vacancy shall be appointed for the unexpired term of the predecessor.

Section 3.7: Quorum

A majority of Trustees shall constitute a quorum for the transaction of business at any meeting of the Board of Trustees. Trustees may not vote by proxy.

Section 3.8: Compensation

Members of the Board of Trustees shall not receive any salaries for their services, but by resolution of the Board of Trustees, a reasonable amount may be allowed as reimbursement for expenses incurred in attending to their authorized duties.

Such expenses must be approved by a Motion of the Trustees either in advance or up to 60 days following the expenditure (unless there are unforeseen circumstances). Such expenses shall be for the Trustee member only and shall be itemized and documented with receipt evidence.

Each year, the Board of Trustees will approve a schedule of allowable charges for meals, lodging, mileage, and telephone.

Section 3.9: Regular Meetings

A semi-annual meeting of the Board of Trustees shall be scheduled in January and July each year for the purpose of electing Officers and the transaction of such other business as may come before the meeting. The Board of Trustees shall also have regular meetings, the frequency of which is consistent with the needs of the Foundation, and unless the Board of Trustees shall provide otherwise by resolution, regular meetings of the Board of Trustees shall prescribe the time and place for holding the regular meetings.

If the Board does not prescribe the time and place for holding the regular meetings, such regular meetings shall be held at the time and place specified by the President in the notice of such regular meetings.

Section 3.10: Special Meetings

Special Meetings of the Board of Trustees may be called by or at the direction of the President, Vice President, or Treasurer by written request of any three (3) members of the Board of Trustees. Such meetings shall be held at such time and place as designated in the notice thereof.

Section 3.11: Notice

Except as otherwise provided herein, notice of the time and place of any regular meeting of the Board of Trustees shall be in writing and either mailed or emailed at least seven (7) days prior to the meeting. In the case of a Special Meeting, a written notice including the general nature of the business to be considered shall be given and shall be mailed or emailed at least five (5) days prior to the meeting.

If agreed to in writing by a majority of the members of the Board of Trustees, a special meeting of the Board of Trustees may be held after notice by telephone or word of mouth to each member at least twenty-four (24) hours before the meeting.

Section 3.12: Manner of Acting

a) Formal Action by Board of Trustees: The act of the majority of the members of the Board of Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees unless a greater number is required by statute, the Articles of Incorporation, or these By-Laws.

b) Informal Action by Board of Trustees: No action of the Board of Trustees shall be valid unless taken at a meeting at which a quorum is present.

c) Resignations and Removal: Any member of the Board of Trustees may resign from the Board of Trustees at any time by giving written notice to the President or the Secretary. The resignation should be written and sent by either mail or email. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Additionally, any member of the Board of Trustees may be removed from office at any time with cause by a two-thirds vote of the Board of Trustees.

d) Attendance: Each member of the Board of Trustees shall be required to attend at least sixty percent (60%) of all meetings of the Board of Trustees per calendar year duly convened pursuant to these By-Laws. Any such member who fails to meet this minimum requirement or fails to attend four (4) consecutive meetings shall be subject to removal upon vote of the Board of Trustees.

e) Procedure: The Board of Trustees may adopt its own rules of procedure which shall not be inconsistent with the Articles of Incorporation, these By-Laws, or applicable law. In the absence of the Board of Trustees adopting its own special rules of procedure as provided for herein, the Board of Trustees will conduct its affairs in a manner that is fair and equitable to all Trustees.

f) Voting: All Board Trustees shall have equal voting privileges.

g) Bonds for All Board Members: The Board of Trustees will secure the fidelity of all members by bonds or otherwise, on such terms and with such surety or sureties, conditions, penalties, or securities as shall be required by the Board of Trustees to cover all actions by members within the parameters of their positions. The premium or premiums for such bond or bonds shall be paid out of the corporate funds of the Foundation.

Article IV: Officers

Section 4.1: Number and Qualifications

The Officers of the Foundation shall consist of a President, a Vice-President, a Secretary, and a Treasurer, and such other officers as the Board of Trustees may from time to time appoint. All Officers shall be selected from the membership of the Board of Trustees.

When the incumbent of an office is unable to perform the duties thereof or when there is no incumbent of an office, the duties of the office shall, unless otherwise provided by the Board of Trustees or these By-Laws, be performed by the next officer set forth in the following sequence: President, Vice-President, Secretary, and Treasurer.

Section 4.2: Election and Term of Office

The Officers of the Foundation shall be elected by the Board of Trustees at a regular annual meeting in January for terms of one year or until their successor has been duly elected and qualified, or until their death, resignation, or removal.

Section 4.3: Definition of Officer Positions

a) President: Subject to control of the Board of Trustees, the President shall have general supervision of the affairs of the Foundation. The President shall preside at all meetings of the Board of Trustees and shall have such other duties as may be prescribed by the Board of Trustees. The President shall serve as an ex-officio member of all committees, with the exception of the Nominating Committee.

b) Vice President: The Vice-President shall perform such duties as may be assigned by the Board of Trustees, the President, or these By-Laws. In the absence of the President, the Vice-President shall perform the duties of the President.

c) Secretary: The Secretary shall, subject to the direction of the President, keep records of the meetings of the Board of Trustees and all Board Committees, ensure that all notices are given in accordance with the provisions of these By-Laws and as required by law, and be the custodian of the seal of the Foundation.

d) Treasurer: The Treasurer, subject to the direction of the President, shall be responsible for all funds and securities of the Foundation and ensure proper financial management and reporting.

Article V: Committees

a) Executive Committee: The Executive Committee shall be comprised of the President, Vice-President, Secretary, and Treasurer along with any Committee Chairpersons that they choose, provided that the Committee does not exceed a quorum of the Board.

b) Nominating Committee: The Nominating Committee shall consist of three (3) Members of the Foundation, appointed by the President or Vice-President and approved by the members of the Foundation at the annual meeting.

c) Finance Committee: The Finance Committee shall consist of the Treasurer and at least two (2) Members of the Foundation, who are approved by the Nominating Committee.

d) Other Committees: Other Committees will be determined by the President and Vice President and will consist of members of the Foundation or volunteer non-members of the Foundation, approved by the Committee Chair.

Article VI: Miscellaneous

Section 6.1: Contracts – The Board of Trustees may authorize any Officer or agent of the Foundation to enter into contracts or execute instruments in the name of the Foundation.

Section 6.2: Checks, Drafts, Etc. – All payments and financial transactions must be approved and signed by authorized officers.

Section 6.3: Deposits – All funds of the Foundation shall be deposited in banks or financial institutions as designated by the Board of Trustees.

Section 6.4: Gifts – The Foundation may accept donations and gifts that align with its mission and goals.

Section 6.5: Books and Records – The Foundation shall keep complete and accurate financial and meeting records.

Section 6.6: Annual Report – The President shall ensure an Annual Report is submitted to the Board of Trustees.

Section 6.7: Fiscal Year – The fiscal year of the Foundation shall end on December 30.

Section 6.8: Indemnification – The Foundation shall indemnify Trustees and Officers against legal claims arising from their service.

Article VII: Amendments to By-Laws

The power to make, alter, amend, or repeal the By-Laws shall be vested solely in the Trustees of the Foundation. Proposed amendments must be provided in advance to all Trustees before any vote is taken.