Tehiyah Day School

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Board of Trustees » Tehiyah Bylaws

Tehiyah Bylaws

Amended November 1, 2011

AMENDED AND RESTATED BYLAWS OF THE TEHIYAH DAY SCHOOL
A California Nonprofit Public Benefit Corporation

ARTICLE I
NAME, OFFICE AND PURPOSES
Section 1. Name. The name of this Corporation is and shall be the TEHIYAH DAY SCHOOL (hereinafter referred to as the “Corporation” or the “School”).
Section 2. Principal Office. The principal office of the Corporation shall be located at 2603 Tassajara Avenue, El Cerrito, California. The principal office and additional offices may be located in such other places as may be determined from time to time by the Board of Trustees.
Section 3. Purpose. This Corporation is organized and shall be operated exclusively for charitable, scientific and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (hereinafter the “Internal Revenue Code”).
The Corporation is empowered to exercise all rights and powers conferred by the laws of the State of California upon nonprofit corporations, including, but without limitation, to receive gifts, devises, bequests and contributions in any form, and to use, apply, invest and reinvest the principal and/or income therefrom or distribute the same for the aforementioned purposes. Sale of assets received as gifts, devises, bequests or contributions shall constitute a proper use or application under the preceding sentence.

ARTICLE II
NONPARTISAN ACTIVITIES
This Corporation has been formed under the California Nonprofit Public Benefit Corporation Law for the public purposes described above, and it shall be nonprofit and nonpartisan. No substantial part of the activities of the Corporation shall consist of the publication or dissemination of materials with the purpose of attempting to influence legislation, and the Corporation shall not participate or intervene in any political campaign on behalf of or in opposition to any candidate for public office.
The Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes described in Article I above.

ARTICLE III
MEMBERSHIP
The members of the Corporation shall be the members of the Board of Trustees and they shall be referred to herein as “Members”. The Corporation shall have no other Members.

ARTICLE IV
BOARD OF TRUSTEES
Section 1. General Powers. The directors of the Corporation shall be known as “Trustees” and are so referred to herein. Subject to the limitations of these Bylaws, the Articles of Incorporation, and the laws of the State of California, the affairs of the Corporation shall be managed, and all corporate powers shall be exercised by, or under the direction of, a Board of Trustees. The general powers of  the Board of Trustees shall include, but not be limited to, the following:
a)     To hire, discharge and fix the compensation of the Head of School, and to prescribe such powers and duties for the Head of School as may be consistent with law, the Articles ofIncorporation, or the Bylaws.
b)     To elect and remove officers and to elect and remove Trustees.
c)     To conduct, manage and control the affairs and business of the Corporation in a manner that is not inconsistent with the Principles of Institutional Governance, as adopted by the Board of Trustees and as may be amended from time to time, and to make rules and regulations not inconsistent with law, the Articles of Incorporation or the Bylaws.
d)     To borrow money and incur indebtedness for the purposes of the Corporation and for that purpose to cause to be executed and delivered, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidence of debt and securities.
Section 2. Number and Qualifications.
a)     The Board of Trustees shall consist of no less than twelve (12) and no more than twenty-three (23) individuals.
b)     No person shall serve as a Trustee who is under twenty-one years of age or who does not exhibit a bona fide interest in the purpose of the Corporation and the mission of the School as set forth in the operative mission statement.
Section 3. Election and Term of Office.
a)     Except as provided in Article IV, Section 11 and Article V, Section 3(c), all Trustees shall be elected at the Annual Meeting of Members for a term of two (2) years commencing at the first meeting of the Board of Trustees following the election of such Trustees. The terms shall be staggered such that one-half of the Trustees subject to election are elected each year. If any suchTrustees are not elected at any Annual Meeting, they may be elected at any special meeting of the Members held for that purpose.
b)     Election at the Annual Meeting or special meeting shall be by affirmative vote of a majority of the Members present, though by no fewer than a majority of three-fifths (3/5) of the Members.
c)     No Trustee shall serve more than three (3) successive two (2) year terms, unless two-thirds (2/3) of the Members then in office shall vote to elect such Trustee to an additional term or terms. Notwithstanding the foregoing, the sitting President of the Board of Trustees may be elected for an additional one (1) year term to complete a current term of office.
d)     Should there be more nominees than vacancies, then those nominees receiving the most votes shall be deemed to have been elected to fill such vacancies. In the event of a tie vote, a “run-off” election shall be held, in which the President shall refrain from voting, except to break a deadlock.
e)     No reduction of the authorized number of Trustees shall have the effect of removing any Trustee before that Trustee’s term of office expires.
Section 4. Time and Place of Meetings. Regular meetings of the Board of Trustees shall be held at any place, at least once every one hundred twenty (120) days during the school year. The President shall, by giving reasonable advance notice to all Trustees, designate the time and place of each meeting. Special meetings of the Board of Trustees may be held either at a place designated or at the principal office. An Annual Meeting shall be held each year during the month of May or June.
Section 5. Special Meetings. Special meetings of the Board of Trustees for any purpose or purposes maybe called at any time by the President or by any five (5) Trustees upon giving at least four (4) days’ notice by first-class mail or delivery service, postage prepaid, or at least twenty-four (24) hours’ personal, telephonic or electronic notice to all Trustees.
The transactions of any such special meeting of the Board of Trustees shall be as valid as though transacted at a meeting held after regular call and notice if a quorum is present.
Section 6. Quorum. Three-fifths (3/5) of the Trustees holding office at any point in time shall constitute a quorum. Unless otherwise provided herein, the Trustees may continue to transact business during a meeting at which a quorum is initially present, notwithstanding the withdrawal of Trustees, if any action is approved by at least a majority of the required quorum for that meeting.
Section 7. Manner of Acting. Action by the Board of Trustees shall be by a majority of the Trustees present at a meeting duly held at which a quorum is present, though by no fewer than a majority of three-fifths (3/5) of the Members, unless a greater number is required by these Bylaws or otherwise required by law. No proxy votes shall be allowed.
Section 8. Action Without a Meeting. Any action required or permitted to be taken by the Board of Trustees may be taken without a meeting if at least four-fifths (4/5) of the Members of the Board of Trustees shall individually or collectively consent in writing in advance to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Trustees. Such action by written consent shall have the same force and effect as a vote of the Board of Trustees at a meeting.
Section 9. Participation in Meetings by Means of Conference Telephone. Members of the Board of Trustees may participate in a meeting of the Board of Trustees by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation by such means shall constitute presence in person at such meeting.
Section 10. Duties of Trustees. In addition to any duties imposed by law or these Bylaws, Trustees are expected at a minimum:
a)     to make a good faith effort to attend Board of Trustees meetings on a regular basis and be prepared to discuss matters on the agenda;
b)     to maintain the confidentiality of those matters discussed at Board of Trustees meetings deemed to be confidential;
c)     to participate in Board of Trustees or School committees; and,
d)     to participate in fundraising activities for the School.
Section 11. Interim Vacancies. If a vacancy in any office or on the Board of Trustees arises because of death, resignation, removal, disqualification, disability or otherwise, the President may nominate an individual to fill the position, subject to approval by a simple majority of the remaining members of the Board of Trustees, even though less than a quorum.
Section 12. Removal.
a)     The Board of Trustees may remove a Trustee who has been declared of unsound mind by a final order of court, or been convicted of a felony, or been found by a final order or judgment of any court to have breached any duty under Sections 5230-5238 of the California Non Profit Public Benefit Corporation Law.
b)     The Board of Trustees may remove a Trustee with or without cause if such removal is approved by two-thirds (2/3) of all Trustees then in office at any duly held regular or special meeting thereof, provided that notice of intention to remove such Trustee is set forth in the notice of the meeting. Any such Trustee shall be entitled to appear before and be heard at such meeting.
Section 13. Compensation. Trustees shall not receive compensation for their services as members of the Board of Trustees. Nothing herein shall be construed to preclude any Trustee from receiving reimbursement for reasonable expenses, as may be fixed or determined by resolution of the Board of Trustees.
Section 14. Resignation. Any Trustee may resign effective upon giving written notice to the President or the Secretary of the Board, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective. Except upon notice to the Attorney General of the State of California, no Trustee may resign where the Corporation would then be left without a duly elected trustee in charge of its affairs.
Section 15. “Interested Persons” as Trustee – Restrictions. No more than two (2) persons serving on the Board of Trustees may be interested persons. For the purpose of this Section, “interested person” means: (1) any person currently being compensated by the Corporation for services rendered to it within the previous twelve (12) months, whether as a full or part-time employee, independent contractor, or otherwise, excluding any reimbursement provided to the person as a Trustee in accordance with Section 13; and (2) any brother, sister, ancestor, descendant, spouse, brother-inlaw, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.

ARTICLE V
BOARD OF SENIOR TRUSTEES
Section 1. Existence and Purpose. There shall be a Board of Senior Trustees. The Board of Senior Trustees will assist the Board of Trustees by advising in matters of general philosophy and mission of the Corporation and in helping to secure continued financial support.
Section 2. Senior Trustees’ Remand.
a)     The Board of Senior Trustees shall have the power to require a reconsideration and revote with respect to any vote of the Board of Trustees (the “Senior Trustees’ Remand”), provided that the Board of Senior Trustees gives notice of the Senior Trustees’ Remand to the President of the Board of Trustees within fourteen (14) days of the vote in question. However, if the Board of Trustees, by separate vote, decides that any vote it has taken requires action within a specified period of time shorter than fourteen (14) days, and states a reason why the action must be taken within such shorter period, then the Board of Senior Trustees shall have either two days or half the period specified by the Board of Trustees, whichever is greater, to exercise the Senior Trustees’ Remand.
b)     An action of the Board of Trustees that has received a Senior Trustees’ Remand shall not take effect unless reconsidered by the Board of Trustees, and re-enacted by a vote of at least two-thirds (2/3) of the Trustees present and voting.
c)     It is understood that the Senior Trustees’ Remand should be exercised only on votes that represent significant or substantial decisions by the Board of Trustees relating to financial stability of the Corporation or purposes or character of Tehiyah Day School.
Section 3. Membership.
a)     The Board of Senior Trustees shall consist of no more than fifteen (15) members.
b)     Senior Trustees shall be nominated by the Board of Senior Trustees, and then elected by a majority vote of the Board of Trustees. In the absence of such nomination or election, the position on the Board of Senior Trustees shall remain unfilled. Subject to being nominated, Senior Trustees may serve successive terms without any limit.
c)     At least one (1) member, but no more than three (3) members, of the Board of Senior Trustees shall serve on the Board of Trustees. The Board of Senior Trustees shall designate which of its members shall serve on the Board of Trustees at the time each year that members of the Board of Trustees are elected. Any Trustee who is elected a Senior Trustee and is not so designated must resign from either the Board of Senior Trustees or the Board of Trustees.
d)     The members of the Board of Senior Trustees shall be divided into two (2) categories. The terms of the members in the second category shall expire one (1) year after the terms of the members in the first category expire. No category shall have more than one (1) person more than the number of persons in any other category. Members of the Board of Senior Trustees shall be elected for two (2) years, or for such shorter time as is necessary to maintain the categorization described in the preceding part of the paragraph, whichever is less. The Board of Senior Trustees shall designate the category of each nominee, for purposes of this paragraph, at the time of nomination. All persons who are Senior Trustees of the Corporation on the day immediately prior to these Amended Bylaws becoming effective shall remain Senior Trustees, and the Board of Senior Trustees will determine which Senior Trustees shall be in the first and second categories.
Section 4. Quorum. Three-fifths (3/5) of the Senior Trustees holding office at any point in time shall constitute a quorum. Unless otherwise provided herein, the Senior Trustees may continue to transact business during a meeting at which a quorum is initially present, notwithstanding the withdrawal of Senior Trustees, if any action is approved by at least a majority of the required quorum for that meeting.
Section 5. Manner of Acting. Action by the Board of Senior Trustees shall be by a majority of the Senior Trustees present at a meeting duly held at which a quorum is present, though by no fewer than a majority of three-fifths (3/5) of the Members, unless a greater number is required by these Bylaws or otherwise required by law. No proxy votes shall be allowed.
Section 6. Action Without a Meeting. Any action required or permitted to be taken by the Board of Senior Trustees may be taken without a meeting if all members of the Board of Senior Trustees shall individually or collectively consent in writing in advance to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Senior Trustees. Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Senior Trustees.
Section 7. Participation in Meetings by Means of Conference Telephone. Members of the Board of Senior Trustees may participate in a meeting of the Board of Senior Trustees by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation by such means shall constitute presence in person at such meeting.

ARTICLE VI
OFFICERS
Section 1. Officers. The officers of the Corporation shall be a President, a First Vice President, a Secretary, a Treasurer, and such other officers as may be elected to offices created by the Board of Trustees. All officers of the Corporation shall be members of the Board of Trustees. Officers shall have powers and duties as specified herein and as may be additionally prescribed by the Board. One person may hold two or more offices, except the President, but no officer shall execute, acknowledge, or verify any instrument in more than one capacity, if such instrument is required to be executed, acknowledged, or verified by two or more officers.
Section 2. Election and Term of Office.
a)     The Trustees shall nominate and elect the officers at the first meeting of the Trustees following the Annual Meeting of Members.
b)     Officers of the Corporation shall be elected each year by the Trustees for a term of one (1) year or until their successors are elected and qualified. In the event that no Trustee running for a particular office has received a majority of the votes cast, a run-off election shall be held between the two Trustees receiving the highest number of votes cast.
c)     No Member of the Board of Trustees may be elected President of the Board of Trustees until he or she has served at least one year as a Trustee of the Corporation.
Section 3. Removal. Any Officer elected or appointed by the Board of Trustees may be removed by the Board of Trustees with or without cause, whenever in its judgment the best interests of the Corporation would be served thereby.
Section 4. Resignation. Any officer may resign at any time by giving written notice to the President or the Secretary of the Board of Trustees. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.
Section 5. President. The President shall have at least the following duties and powers:
a)     Preside at the Annual Meeting and at all meetings of the Board of Trustees and of the Executive Committee;
b)     Appoint committees, except as otherwise directed by the Board of Trustees;
c)     Ensure that the decisions and general policies of the Board of Trustees are implemented;
d)     Ensure that the Head of School’s actions, decisions and policies are consistent with the policies of the Board of Trustees;
e)     Make recommendations to the Board of Trustees; and,
f)     Have such other powers and duties as may be prescribed from time to time by the Board of Trustees.
Section 6. First Vice President. In the absence or disability of the President, the First Vice President shall perform all the duties of the President and in so acting shall have all the powers of the President. The First Vice President shall have such other powers and perform such other duties as may be prescribed from time to time by the Board of Trustees.
Section 7. Secretary. The Secretary shall keep a full and complete record of the proceedings of the Board of Trustees and of the Annual Meeting of Members, shall keep the seal of the Corporation and affix it to such papers and instruments as may be required in the regular course of business, shall make service of such notices as may be necessary or proper, shall supervise the keeping of the records ofthe Corporation, and shall discharge such other duties of the office as prescribed by the Board of Trustees
Section 8. Treasurer. The Treasurer shall receive and safely keep all funds of the Corporation and deposit them in the bank or banks that may be designated by the Board of Trustees. Those funds shall be paid out only on checks of the Corporation signed by such Members or employees of the Corporation as may be designated by the Board of Trustees as authorized to sign them. The Treasurer shall have such other powers and perform such other duties as may be prescribed from time to time by the Board of Trustees.

ARTICLE VII
COMMITTEES
There shall be an Executive Committee, a Governance Committee, a Finance Committee, an Audit Committee and such other committees of the Corporation as the Board of Trustees may from time to time establish. Each committee shall act by not less than a majority of the whole authorized number of its members.
Section 1. Executive Committee. The Executive Committee shall consist of the officers and such other members of the Board of Trustees as shall be appointed by the President with the approval of the Board of Trustees. The immediate past president of the Corporation, if not otherwise elected to the Board of Trustees, shall be a non-voting member of the Executive Committee. The Executive Committee shall exercise the powers of the Board in matters referred to it by the Board and in emergency matters that occur between meetings of the Board and shall inform the Board of its actions. A matter shall be determined to be an emergency upon the vote of no less than three-fifths (3/5) of the members of the Executive Committee. The Executive Committee shall assist the President in his or her duties as he or she shall request.
Section 2. Governance Committee.
a)     With the exception of those Trustees designated by the Board of Senior Trustees as provided in Article V, Section 3(c), the Governance Committee shall nominate candidates for the Board of Trustees pursuant to this Section of these Bylaws.
b)     Members of the Governance Committee shall be appointed by the President.
c)     Before the Governance Committee shall nominate candidates for the Board of Trustees, the Governance Committee shall send a notice to Tehiyah’s distribution list of parents and legal guardians of children currently enrolled in the School, whether or not such parents or legal guardians currently reside with such children, soliciting suggestions for persons to be nominated for election to the Board of Trustees.
Section 3. Finance Committee. The Finance Committee shall provide advice on financial management of the Corporation to the President, Board of Trustees and School administration. The Committee shall have such authority as may be properly delegated to it by the Board of Trustees. The Finance Committee shall be chaired by the Treasurer. Additional members of the committee may be appointed by the President.
Section 4. Audit Committee. The Audit Committee shall have such authority as may be properly delegated to it by the Board of Trustees. The Audit Committee shall be chaired by a Member who is not the Treasurer. Members of the committee may be appointed by the President.

ARTICLE VIII
TEHIYAH PARENTS ORGANIZATION
Section 1. Powers. The Tehiyah Parents Organization (hereafter “TPO”) is defined and has such powers as are set forth in the Articles of Incorporation and Bylaws of the TPO which are incorporated by reference herein.
Section 2. Directors. The Board of Directors of the TPO shall be appointed by the Board of Trustees of Tehiyah. At least one (1) of the Directors of the TPO shall be a Member of Tehiyah’s Board of Trustees.

ARTICLE IX
INDEMNIFICATION OF SENIOR TRUSTEES, TRUSTEES, OFFICERS
AND OTHER CORPORATE AGENTS
The Corporation shall, to the extent allowed by applicable state and federal laws, indemnify and hold harmless its officers, Senior Trustees, Trustees, agents and employees from and against any and all claims, actions, proceedings, whether threatened, pending or completed, brought by reason of their respective position with or relationships to the Corporation, including, without limitation, all reasonable attorneys’ fees, costs and other expenses incurred in establishing a right to indemnification under this Article IX.
The Corporation may, to the extent permitted by applicable state and federal law, purchase and maintain insurance on behalf of any person who is or was a Trustee, Senior Trustee or officer of the Corporation, or is or was serving at the request of the Corporation as a Trustee, Senior Trustee, officer, employee or agent of another corporation (domestic or foreign, nonprofit or for profit) partnership, joint venture, trust or other enterprise.

ARTICLE X
BOOKS AND RECORDS
The Corporation shall keep at its principal office correct and complete books and records of account, written minutes of the proceedings of its meetings, the original or a copy of the Articles and Bylaws as amended to date, a record setting forth the names and addresses of all Trustees, and a record setting forth the names and addresses of all Senior Trustees.

ARTICLE XI
WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the California Nonprofit Corporation Law or under the provisions of the Articles of Incorporation or by the Bylaws of the Corporation, a written waiver thereof, signed by the person or persons entitled to such notice, whether before or after the time stated therein, which is made a part of the minutes, shall be deemed equivalent to the giving of such notice.

ARTICLE XII
CONFLICT OF INTEREST
A Trustee shall not vote or debate on any matter in which the Trustee has a direct or indirect material financial interest. The Board may approve a transaction in which a Trustee has a material financial interest if the material facts of the transaction and the Trustee’s interest are disclosed and if the Trustees approving the transaction in good faith reasonably believe that the transaction is fair to the Corporation, and the transaction would not be considered a self-dealing transaction under California Corporations Code section 5233. The minutes of such meetings shall reflect that the disclosure was made and that the Trustee having a conflict of interest abstained from voting.

ARTICLE XIII
AMENDMENTS TO BYLAWS
New Bylaws may be adopted, or these Bylaws may be amended or repealed, by approval of the Board of Senior Trustees and approval of the Board of Trustees, provided, however, that (a) approval by the Board of Senior Trustees shall be by a majority of the Senior Trustees present at a duly called meeting of the Senior Trustees wherein written notice of such action has been provided, and (b) approval by the Board of Trustees shall require two-thirds (2/3) of the Trustees present at a duly called meeting of the Trustees wherein written notice of such action has been provided, and such action by the Board of Trustees shall not be taken in any event by less than thirteen (13) voting Trustees.
A copy of the proposed amendment or new bylaws shall be included in the notice of meeting given to each Trustee and to each Senior Trustee at which the amendment(s) shall be considered. Amendments to By-Laws must be proposed at a duly noticed Board Meeting not less than twenty (20) days prior to the Board of Trustees meeting at which an amendment will be voted on.

Eve MaidenbergBylaws01.13.2014



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