HSA Bylaws: Proposed Changes & Voting

Please read our conclusions and proposed changes and Vote Now - Thank you for your time and attention and for supporting your School!

SUMMARY

TEAM

PROCESS

CONCLUSIONS

PROPOSED CHANGES

VOTE

Summary

The Penn Alexander Home and School Association (HSA) formed a Committee in February of 2022 to review and amend the HSA’s bylaws, which had not been amended in over 20 years.  Through the Committee, the HSA sought to create a new set of Bylaws that supports the mission and objectives of the HSA in accordance with modern governance practices.  This Report summarizes the work of the Committee and the proposed Amended and Restated Bylaws, which have been approved by the HSA Board.  

 

But Board approval is not enough!  We need you to PLEASE VOTE to adopt the new Bylaws.  We also need your approval of the 2022-2024 Officer Slate.  While the same officers who were elected and appointed during the last election cycle will remain in office during this initial term, your vote is needed to approve their new roles under the new Bylaws.


Team

Last winter, the HSA Board sent out a call to all HSA members seeking volunteers to staff the Bylaws Committee.  At various times during the past several months the Committee has included the following HSA members, several of whom are current or former HSA Board members: 

  • Jaie Bosse
  • Alison Brill
  • Angela Curry 
  • Amanda Diesel 
  • Jim Dugan
  • Ann Kreidle
  • Helena Miller
  • Joe Mintz 
  • Jessica Moore
  • Jenn Nix
  • Susie Pierce
  • Carrie Waterman

The HSA retained the law firm of Blank Rome LLP as pro bono counsel to assist with amending the bylaws and related governance matters. 

Process 

The Committee worked diligently over the past seven months to review the existing bylaws and research best practices in similar non-profit organizations, including several home and school associations within the Philadelphia School District.  The Committee also interviewed current HSA Board members as well as some former Board members to gain an accurate picture of the scope of work and the time required to do the work for each current position on the board.  Members of the Committee also met with Principal Overton to discuss the role and operations of the HSA as a support organization for PAS.  Importantly, the Committee evaluated PAS’s needs from both a historical and prospective point of view, including before, during, and after the COVID-19 pandemic.

Conclusions

Following the above process, the Committee’s main conclusions were: 

  • The current bylaws lack support for modern working practices such as virtual meetings, document storage, communication tools (e.g. Membership Toolkit), and a Board code of conduct. 
  • The current bylaws lack certain legal protections for its volunteers and Board members that are common to similar volunteer run nonprofit organizations. 
  • The Board’s main responsibilities are heavily concentrated in the President and Treasurer roles while other roles are less utilized. 
  • The HSA’s meeting procedures were not well defined in terms of purpose, quorums, meeting minutes, and publishing information to the membership.
  • The process for creating a fundraising strategy, budgeting, and program schedule was not defined or adequately supported by the roles on the Board. 

Proposed Changes

With the advice and input of counsel, the Committee then drafted proposed Amended and Restated Bylaws, a full copy of which may be viewed here.  The key changes under the new bylaws are:

Redefined the roles and terms of the board members (Articles 11 & 18)

The Committee restructured the roles on the Board to support the primary work of the HSA and balance the time and effort across each position.  As restructured, the Board consists of: 

  • The President, elected in odd years for a 2-year term, runs the HSA.
  • The Vice President, elected in even years for a 2-year term, helps run the HSA. 
  • Treasurer, elected in even years for a 2-year term, manages the HSA’s finances.
  • Secretary, elected in even years for a 2-year term, manages and maintains the HSA’s communication channels and official corporate records.
  • Fundraising Chair, elected in odd years for a 2-year term, manages fundraising for the HSA.
  • Event and People Coordinator for grades 6-8, elected in odd years for a 2-year term, manages the events and volunteers needed for the “upper school.”
  • Event and People Coordinator for grades K-5, elected in even years for a 2-year term, manages the events and volunteers needed for the “lower school.”

The restructured Board also has several unelected “ex officio” positions, including:

  • The Past President, who serves after serving as President of the HSA.
  • The Principal of PAS.
  • The University of Pennsylvania Liaison.
  • One or more PAS Faculty Representatives. 

Added legal indemnification and insurance provisions (Article 19) 

The current bylaws lack standard language to protect the assets of the HSA in the unlikely event of a lawsuit.  The new bylaws add important provisions that require the HSA to obtain insurance coverage to protect the HSA and its volunteers.  

Redefined the meeting structure (Article 5 & 15)

Under the new bylaws, the HSA will hold two different types of meetings: Board meetings and membership meetings.  The purpose of Board meetings (Article 15) is for the Board to collaborate, make decisions and put plans in place to do the work of the HSA.  Board members are elected for 2 year terms.  Board meetings are open to all HSA members, and while the Board may solicit input from members on action items, only elected Board members may vote at Board meetings.  

 

The purpose of membership meetings (Article 5) is for the Board to communicate what the HSA is doing, what it needs and to receive feedback from members.  The HSA will have a minimum of one membership meeting in May to present an annual report.  Traditionally, the HSA has several membership meetings throughout the year.  Members can also request a membership meeting, and the process to do that is defined in the new bylaws.  

Added annual reporting (Article 22)

Communication and transparency is important for any non-profit organization.  The Committee added an annual report to be made available to the members near the end of each school year that will include information about the HSA’s finances, programming, membership and planning for the next year. 

Allow the use of technology (Changes to several Articles)

A lot has changed in the last 20 years!  The new bylaws allow the Board to use technology to hold elections, communicate, store documents and have meetings.  The board currently utilizes Membership Toolkit, Google products such as Drive and Gmail, and social media platforms to support the work of the organization. 

Next Step - PLEASE VOTE TO ADOPT THE BYLAWS AND APPROVE THE OFFICER SLATE FOR THE 2022-2024 TERM

We need your help!  You, the members of the HSA, must vote to adopt the new Bylaws and approve the slate of HSA officers for the 2022-2024 term.  The HSA Board and the Bylaws Committee strongly recommends you cast your accepting vote! 

 

Current Bylaws

 

If you have any questions, please do not hesitate to contact us at board@hsapennalexander.org.

 

Thank you for supporting your school!