BY-LAWS

Sanford Home & School Association, Inc.

ARTICLE I: Name

The name of this Association shall be the Sanford Home & School Association, Inc. (referred to
herein as the "Association").

ARTICLE II : Objectives

The objectives of the Association shall be:
(a) Communication. To facilitate communication between parents and guardians of
students enrolled at Sanford School (referred to herein as the "School") and the
administration and faculty of the School on all matters of common interest;
(b) Involvement. To encourage and coordinate parent and guardian involvement in
School related activities;
(c) Enrichment. To initiate and plan special projects and events designed to enrich the
Sanford community, and
(d) To take any action necessary and proper to facilitate any of the foregoing purposes.

ARTICLE III : Members and Voting Members

Membership in the Association shall be open to all parents and legal guardians who have a child
or children attending the School, and members of the faculty, administration and staff. All such
persons shall join the Association by paying annual dues. Each household that has a child or
children attending the School and which has paid its annual dues shall be entitled to one vote on
all matters submitted to a vote of the Members, as set forth in Article IX herein, and shall be
referred to herein as "Voting Members." In addition, all members of the administration and
faculty of the School who do not join the Association by paying dues shall be ex officio
members of the Association, who shall be entitled to notice of and participation at all meetings of
Members of the Association, but shall not be entitled to vote on matters submitted to the
Members. Voting Members of the Association and ex officio members are referred to herein
collectively as "Members."

ARTICLE IV : Dues

Annual dues shall be set and payable in the manner prescribed by the Home & School Council,
upon the recommendation of the Executive Committee.

ARTICLE V : Officers

Section I. The officers of this Association shall be President, President-elect, Secretary,
Treasurer, and Treasurer-elect, who shall be elected at the Annual Meetings of Members. The
term of the office for Secretary shall be two years. A new Secretary is elected every two years.
The term of the office for Treasurer shall be two years. A new Treasurer shall be elected every
two years and the election year will alternate with the election of a new Secretary. Immediately
after election, typically held in early March, the newly elected Treasurer ("Treasurer-elect") will
begin a 3-month training period with the existing Treasurer. At the conclusion of the school year,
the existing Treasurer will step down and the Treasurer-elect will become the Treasurer for the
next 2 years. The final 3 months of the Treasurer's term will be spent training the Treasurer-elect.
The term of office for President and President-elect shall be one year, but each individual shall
be elected on alternate years with a two-year commitment to serve the first year as President-
elect and the second year as President. Thus the President-elect shall work with the President for
a year and shall assume the Presidency the following year.

Section 2. A nomination committee comprised of Members shall be appointed by the
Executive Committee and shall propose a slate of officers. In addition, nominations may be
proposed by any Voting Member by a writing submitted to the Executive Committee no less than
30 days prior to the Annual Meeting at which officers are to be elected. The Executive
Committee shall determine the individuals who have been nominated in accordance with this By-
Law (the "Nominees"). A list setting forth the Nominees for each office shall be published in the
School newsletter, or mailed to all Members, at least ten days prior to any meeting of Members
at which officers are to be elected. In Addition, if the Association solicits proxies, the proxy form
shall identify the names of all Nominees for each office, and shall provide a mechanism for
voting members to vote for any Nominee. Election shall be to the candidate receiving the
greatest number of votes cast. Each officer shall serve until his or her successor is elected and
qualified, or until his or her earlier resignation.

Section 3. All vacancies in office, excluding the Presidency, shall be filled for the unexpired
term by appointment by the Executive Committee. A vacancy in the office of the President shall
be filled by the President-elect.

Section 4. The duties of the officers shall include, but not be limited to:

President. The President shall be the Chief Executive Officer of the Association and shall
preside at all meetings of Members of the Association, the Home & School Council and the
Executive Committee; shall have general and active management of the affairs of the
Association; shall see that all decisions and resolutions of the 1-Tome & School Council and the
Executive Committee are carried into effect; and shall have the general duties and powers of
supervision and management customarily vested in the office of President of an association. In
addition, the President shall periodically report on activities and affairs of the Association to the
Board of Trustees of the School and to the Members at their annual meeting. The President shall
work with the President-elect to ensure the President-elect's readiness to assume the Presidency
the following year.

President-elect. The President-elect shall serve a one year term, in preparation for the
Presidency, with the following responsibilities: The President-elect shall assist the President as
requested by the President, and shall be vested with all the powers and be required to perform all
the duties of the President in the absence or disability of the President. In addition, the President-
elect shall be responsible for ensuring that there is at least one nominee for Grade Representative
for each grade, and for coordinating the activities of Grade Representatives; shall serve as
ombudsman for the Voting Members of the Association, and in that capacity shall bring matters
to the attention of the Executive Committee and, where appropriate, act as a liaison between the
Voting Members and the Administration and Board of Trustees of the School in order to
communicate with the Administration and (when appropriate) the Board of Trustees regarding
issues or concerns that have been articulated by Voting Members; and shall perform such other
duties as may be prescribed from time to time by the Executive Committee or the President.

Treasurer. The Treasurer shall oversee the financial accounts of the Association,
including without limitation the Association's fundraising activities and the budgets and
expenditures of any committees appointed by the Executive Committee. In addition, at least two
weeks prior to the annual meeting of Members, the Treasurer shall submit a written report
summarizing the current financial condition of the Association; at the Final Meeting of each
school year (as defined in Article VI, Section 2 hereof) shall submit a written report summarizing
the financial condition of the Association and its financial activities for the past year; and shall
perform such other duties as may be prescribed from time to time by the Executive Committee or
the President. The Treasurer shall train the Treasurer-elect for a period of three months,
beginning immediately after election.
Treasurer-elect. The Treasurer-elect shall serve a 3-month tern in preparation for the
Treasurer position., which will begin immediately following the election in March.

Secretary. The Secretary shall attend, and act as secretary for, all meetings of the
Members of the Association, the Home & School Council and the Executive Committee; shall
record all votes taken at any such meeting; shall take and transcribe minutes of the proceedings
of any such meetings; shall receive, tabulate and bring to any Annual or Special Meeting of
Members all proxies solicited on behalf of the Association; shall maintain a record of all
correspondence and proceedings of the Association in a book to be kept for that purpose; shall
ensure that proper notice is given of all meetings of the Members of the Association, the Home
& School Council and the Executive Committee; and shall perform such other duties as may be
prescribed from time to time by the Executive Committee or the President.
Section 4. Two signatures of officers shall be required on all checks of the Association. No
funds of the Association shall be expended by the Association, or committed for expenditure,
unless the expenditure is approved in the budget; provided that non-material variations from the
budget may be approved by the Executive Committee.

ARTICLE VI: Home & School Council

Section 1. The Governance of the Association shall be vested in a Home & School Council
consisting of all members of the Executive Committee and each of the Grade Representatives.
Section 2. The Home & School Council shall hold regular, bi-monthly meetings during the
school year, which shall be held at such dates and times as shall be designated by the Executive
Committee. In addition, the President may call a special meeting of the Home & School Council
at any time, and a special meeting may be called upon the written request of any six (6) members
of the Home & School Council. The first Home & School Council meeting held on or after May
15 of any year shall be referred to as the "Final Meeting" of the school year in which it is held.
Section 3. Notice of meetings of the Home & School Council shall be given by mail or
telephone to each member of the Home & School Council at least five (5) days prior to the
meeting, and notice of all regular meetings of the Home & School Council (and where
practicable, special meetings) shall be given to all Members via publication in the School
newsletter or by mail. A majority of the members of the Home & School Council then in office
shall constitute a quorum of the Home & School Council. Members of the Association shall be
entitled to attend all meetings of the Home & School Council.
Section 4. The Home & School Council shall hear reports of the Executive Committee, the
Division Heads, the Director of Development and such other reports as appropriate, shall
consider views expressed by members of the Association at meetings, and shall through
consensus, or where consensus is not possible, through a majority vote of members of the Home
& School Council present at a meeting, act as the decision-making body of the Association.

ARTICLE VII : Grade Representatives

Section 1. Each grade shall have one parent or guardian to serve as Grade Representative to be
chosen in the manner determined by the Home and School Council.
Section 2. The Grade Representative shall work closely with the administration and the faculty
of that grade to ensure parent and guardian involvement and assistance as is requested from time
to time by the faculty members or the administration, and shall work with parents and guardians
to encourage such involvement and assistance. In addition, the Grade Representatives shall serve
on the Home & School Council and shall act as representatives of the parents and guardians of
children in that grade in all votes of the Home & School Council.
Section 3. Unless there are no other candidates willing to serve as Grade Representative for a
particular grade:
(a) no officer of the Association shall serve as Grade Representative during his or her
term of office as an officer of the Association;
(b) no person shall serve as a Grade Representative for more than two consecutive years;
(e) no person shall simultaneously serve as Grade Representative of more than one grade.

ARTICLE VIII : Executive Committee

Section I. There shall be an Executive Committee comprising the President, the President-elect,
the Treasurer, and Secretary of the Association, the immediate past President of the Association,
the Head of School, and one faculty member representative selected by the faculty; provided that
if the immediate past President is not eligible to be a Member, the Executive Committee shall
appoint a Member to fill the position that would otherwise be held by the immediate past
President. When occupied, the person in the Treasurer-elect position shall also be a member of
the Executive Committee.
Section 2. Meetings of the Executive Committee may be called by the President, or by any three
Members of the Executive Committee. Notice of meetings of the Executive Committee shall be
given to Members of the Executive Committee, in writing or by telephone, at least 48 hours prior
to the meeting, unless all members of the Executive Committee agree to a shorter notice. A
majority of the members of the Executive Committee then in office shall constitute a quorum of
the Executive Committee.
Section 3. The Executive Committee shall work closely with the administration and faculty
members in furtherance of the objectives of the Association.
Section 4. The Executive Committee shall supervise the affairs of the Association, shall in the
interim between meetings of the Home & School Council transact all business of the Association
which is not specifically entrusted to an officer or another committee, and shall carry out all
functions entrusted to it in these By-Laws. The Executive Committee shall meet at least five
times per year, once prior to each scheduled meeting of the Association, for the purpose of
planning and supervision of Association activities.
Section 5. The Executive Committee shall report to the Home & School Council and shall make
appropriate recommendations on all matters to be acted upon by the Home & School Council.
Section 6. The Executive Committee shall appoint such committees as it shall deem appropriate,
and shall set forth the duties and responsibilities of all such committees, including (without
limitation) the manner in which the Committee will report back to the Executive Committee, the
Home & School Council and/or the Members, and the method in which the Committee shall
report concerning any funds raised or expended by the Committee.
Section 7. Unless otherwise provided by the Executive Committee, at least ten days prior to the
Final Meeting of each school year, each committee appointed hereunder shall submit a tentative
budget setting forth its proposed expenditures for the following school year.
Section 8. The Executive Committee shall review all of the tentative budgets submitted prior to
the Final Meeting and at the Final Meeting shall present an overall budget for the Association for
the following school year.

ARTICLE IX : Meetings of Members

Section 1. There shall be an Annual Meeting of Members of the Association in March of each
year, at a time and date set by the Executive Committee. Notice of the Annual Meeting of
Members shall be given to all Members at least 20 days prior to the Annual Meeting, by
publication in the School newsletter or by notice mailed to Members.
Section 2. Special Meetings of the Members may be called by the Executive Committee or the
Home & School Council, with notice given to all Members at least 20 days prior to the meeting,
by publication in the School newsletter or by notice mailed to Members.
Section 3. At any Annual or Special meeting of Members, each household that is a Voting
Member (as defined herein) shall be entitled to one vote, which shall be cast by person(s) whose
name appears on the accounting statement invoicing the dues for the Association, the spouse of
any such person, or any other individual whom such a person has designated in a writing
submitted to the Association.
Section 4. At any Annual or Special meeting of Members of the Association, a quorum shall
consist of a simple majority of the Council members, present in person or by proxy.
Section 5. At any Annual or Special meeting of Members, Voting Members may vote in person
or by a written, signed proxy meeting the requirements of Delaware law, as such law may be
amended from time to time.

ARTICLE X : Amendments

These By-Laws may be amended at any meeting of Members by a two-thirds vote of the Voting
Members present, provided that written notice of such proposed amendment has been mailed to
each Member no less that one week in advance of such meeting.

ARTICLE XI: Miscellaneous

Section 1. As with any organization or association of the School, the Home & School
Association falls under, the auspices of the Board of Trustees of the School.
Section 2. For purposes of these By-laws, the term "mail" shall expressly include electronic mail
("e-mail") as well as traditional United States Mail as delivered by the .
U.S. Postal Service.
These By-laws were mailed to the entire membership and approved by proxy vote July 31, 1998.
Amended 6/1/99: Article VII, Sec. 1 & 2; Article IX, Section 4
Amended 1/29/02: Article V, Sec. 1; Article VIII, Sec. 4
Amended 1/7/04: Article V, Sec. 1 & 4; Article VIII, Sec. 1
Amended 3/8/06: Article V, Sec. 1 & 4; Article VIII, Sec. 1
Amended 4/6/10; Article VIII, Section 8; Article XI

MELISSA T. RUM, President
ANNMARIE LONG, President-Elect
AMY VOSS, Secretary
ISABELLE NATALI, Treasurer