HSA Bylaws: Current Bylaws Went into Effect November 2022
The Penn Alexander Home and School Association (HSA) formed a Committee, under the leadership of Jim Dugan, 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. The new bylaws were voted on and adopted in November, 2022. This page summarizes the work of the Committee, consisting of:
- 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.
The Committee worked diligently to review the old 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.
Following the above process, the Committee’s main conclusions were:
- The old bylaws lacked support for modern working practices such as virtual meetings, document storage, communication tools (e.g. Membership Toolkit), and a Board code of conduct.
- The old bylaws lacked certain legal protections for its volunteers and Board members that are common to similar volunteer run nonprofit organizations.
- The Board’s main responsibilities were 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.
With the advice and input of counsel, the Committee then drafted proposed Amended and Restated Bylaws. 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 old bylaws lacked 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.
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