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Patrons Bylaws Voting Guide
What are the school’s Bylaws?
Bylaws are the documents that lay out the rules by which and organization is governed. In the case of the MHA, they describe the rules for the election of the school’s Board and officers, the powers of the Board and the officers, the relationship between the Board and the Head of School, the management of school’s endowment, and other similar matters, as well as other fundamental rules that the State of Tennessee requires of all non-profit organizations.
Why did the Board decide to review and revise the school’s Bylaws at this time?
Last year, the school underwent a comprehensive review of its governance and operations for its reaccreditation by a Visiting Committee from the Southern Association of Independent Schools. While the committee was impressed by the way that our school is educating our children, they found that some features of the Bylaws that we were using did not reflect current best practices for private schools and they suggested several areas of improvement, including the description of the school’s patrons.
What is a Patron according to the old Bylaws?
According to the old Bylaws, a Patron is “any person of the Jewish faith . . . who has contributed $1,000 or more in the twelve (12) months preceding the membership meeting and for which no direct benefit has been received by the member,” and the principal responsibility of the Patrons is to elect the members of the school’s Board of Trustees at the annual meeting of the Patrons, which is typically held in the summer.
What is wrong with that definition?
The Visiting Committee from SAIS identified two main issues with the way that the old Bylaws define the Patrons:
The requirement of a $1000 donation to participate in the election of the Board had not been adjusted for inflation in at least 20 years, and perhaps even longer than that, such that whatever the original intent had been in creating that requirement, it was no longer accomplishing its original goal.
Limiting participation in board elections to large donors excludes too many critical constituencies from participation in the governance of the school, most notably the parents who entrust the school with the education of their children and who, in many cases, are paying tens of thousands of dollars and 20% or more of their household income in tuition payments to the school but who may not have the funds to make additional charitable donations to the school.
How would the provisions of new Bylaws that we are voting on change the description of the Patrons?
MHA values its Patrons. We believe that the participation of the Patrons in the governance of the school is emblematic of the vital relationship between the school and entire Memphis Orthodox Community. The school and the community are inseparable, and the school will always welcome the community’s involvement in the life of the school. Therefore, the Board’s objective in the recently approved Bylaws was to bring the existing community of patrons into closer contact with the school while also addressing the two concerns raised by the Visiting Committee.
The Visiting Committee’s first concern is addressed by adjusting the amount asked of Patrons for inflation and linking that amount to the “Give/Get Obligation” set annually by the Board. The “Give/Get Obligation” is a fundraising expectation that is listed on the annual tuition contracts that parents sign; it is $1600 for the 2019-2020 school year. Some families will donate that amount through participation in specific school fundraisers, while others fulfill that expectation by soliciting donations from family and associates. We are now asking that community members who wish to participate in the governance of the school as patrons, commit to making the same annual donations that we expect of families with children in the school.
The Visiting Committee’s second concern is addressed by establishing a new class of patrons consisting of the parents of students enrolled in the school. This means that not only will parents who fulfill their “Give/Get Obligation” by donating their own money be able to participate in the election of the Board, but also those parents who fulfill their “Give/Get” by soliciting donations for the school from their families and associates, as well as parents of children who are new to the school and thus might not have been participating in school fundraisers over the previous 12 months.
Why are we being asked to vote on these changes to the Bylaws?
Tennessee law requires that the members of non-profit organizations authorize any changes to an organization’s bylaws that, among other things, would increase the dues that members owe or that could dilute the voting power of a class of members through the introduction of a new class of members. Consequently, the changes that the Board has approved to the description of the Patrons that is found in the MHA Bylaws requires approval by the Patrons.
How do I vote?
Access the "ballot" on the email that you received. On the "ballot", you can vote "YES” or “NO” or “ABSTAIN” to the changes to the definition of Patron. This survey will remain open for a minimum of 10 days following the emailing of the link to the survey (Friday, September 27 at midnight). The Board encourages all Patrons to open the survey and vote “Yes". Each Patron may vote once.
What is required for the Patrons to approve this change to the MHA Bylaws?
Since the MHA Bylaws require a quorum of 20 at any meeting of the Patrons, for this vote to be valid, at least 20 votes must be cast.
For these changes to be approved, the number of “YES” votes must be the lesser of either 2/3 of the votes cast, or an absolute majority of the patrons.
If you have any further questions about the ballot or about the process by which this proposal developed, please contact Aileen Cooper, Board Chair, at firstname.lastname@example.org or Mark Kaplowitz, Bylaws Revision Committee Chair, at email@example.com.