PITTSBURGH LITHUANIAN SCHOOL

BYLAWS

Article I. Purpose

Section 1.1: Name

The name of this nonprofit corporation shall be the Pittsburgh Lithuanian School (“PLS”).

Section 1.2: Purpose

The purpose of the PLS is the establishment of a Lithuanian language school, and for the promotion of the history, culture and language of Lithuania. The administration of the school shall be according to the precepts of the Educational Council of the Lithuanian Community of the USA, as set forth in Exhibit “A,” attached hereto and hereby incorporated by reference as if fully set forth herein.

Said organization is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations described under Section 501(c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Article II. Location

The principal office of the corporation, at which the general business of the corporation will be transacted and where the records of the corporation will be kept will be at such a place in the Commonwealth of Pennsylvania as may be fixed from time to time by the board of directors. Unless otherwise fixed, it will be at 728 Shady Lane, Pittsburgh, PA 15228.

Article III. Members

Members of the corporation will consist only of the Members of the board of directors.

Article IV. Board of Directors

Section 4.1: The number of members of the board of directors of this corporation will be not less than four (4) or more than ten (10).

Section 4.2: Directors will be representative of individuals of Lithuanian nationality in the Pittsburgh/Southwestern Pennsylvania area and will share the mission and goals of the corporation. This corporation is committed to a policy of fair representation on the board of directors, which does not discriminate on the basis of race, physical handicap, sex, color, religion, or age.

Section 4.3: Election of new directors or election of current directors to a second term will occur as the first item of business at the annual meeting of the corporation. Directors will be elected by a majority vote of the current directors.

Section 4.4: The term of each director of the corporation will be one year. No director will serve more than three (3) consecutive terms.

Section 4.5: When a director dies, resigns, or is removed, the board may elect a director to serve for the duration of the unexpired term.

Section 4.6: Any director may be removed from the board of directors by an affirmative vote of the majority of directors present at an official meeting of the board. Notice of the proposed removal will be given to members with the notice of the meeting. The director involved will be given an opportunity to be present and to be heard at the meeting at which his or her removal is considered.

Section 4.7: No compensation will be paid to any member of the board of directors for services as a member of the board. By resolution of the board, reasonable expenses may be allowed for attendance at regular and special meetings of the board.

Article V. Meeting of the Board of Directors

Section 5.1: An annual meeting of the board of directors will be held in June of each year for the purpose of electing officers and directors.

Section 5.2: Special meetings of the board of directors may be called at any time by the president of the corporation or in his or her absence by the vice-president or upon receipt of a request therefore signed by three (3) or more directors or by a majority of the full-time, permanent paid staff of the corporation.

Section 5.3: Notice of regular, special, and annual meetings will mailed at least thirty (30) days prior to the day such meeting is to be held. Any director of the corporation may make written waiver of notice before, at, or after a meeting. The waiver will be filed with the person who has been designed to act as the secretary of the meeting; this person will enter it in the record of the meeting. Appearance at a meeting is deemed a waiver unless the director attends for the express purpose of asserting the illegality of the meeting.

Section 5.4: At all meetings of the board of directors, each director present will be entitled to cast one vote on any motion coming before the meeting. The presence of a majority of the membership will constitute a quorum at any meeting.

Section 5.5: At a meeting at which there is a quorum present, a simple majority affirmative vote of the directors present is required to pass a motion before the board.

Section 5.6: Proxy voting will be permitted.

Section 5.7: Robert’s Rules of Order will be the authority for all questions or procedure at any meetings of the corporation.

Article VI. Officers

Section 6.1: The officers of this corporation will be president, vice-president, secretary, treasurer and such officers with duties as the board prescribes.

Section 6.2: The officers of the corporation will be elected annually by the members of the board of directors at its annual meeting. Each officer will serve one (1) year terms.

Section 6.3: Any officer may be removed with or without cause by the board of directors by a vote of a majority of all of the board members. The matter of removal may be acted upon at any meeting of the board, provided that the notice of intention to consider said removal has been given to each board member and to the officer affected at least thirty (30) days previously.

Section 6.4: A vacancy in any office may be filled by a majority vote of the board of directors for the unexpired portion of the term.

Section 6.5: The president will be the chief executive officer of the corporation. It will be the duty of the president to preside at all meetings of the board of directors and to have general supervision of the affairs of the corporation. He or she will execute on behalf of the corporation all contracts, deeds, conveyances, and other instruments in writing that may be required or authorized by the board of directors for the proper and necessary transaction of the business of the corporation.

Section 6.6: It will be the duty of the vice-president to act in the absence or disability of the president and to perform such other duties as may be assigned to him or her by the president of the board. In the absence of the president, the execution by the vice-president on behalf of the corporation of any instrument will have the same force and effect as if it were executed on behalf of the corporation by the president.

Section 6.7: The secretary will be responsible for keeping the corporate records. He or she will give or cause to be given all notices of meetings of the board of directors and all other notices required by law or by these bylaws. The secretary will be the custodian of all books, correspondence, and paper relating to the business of the corporation, except those of the treasurer. The secretary will present at each annual meeting of the board of directors a full report of the transactions and affairs of the corporation for the preceding year and will also prepare and present to the board of directors such other reports as it may desire and request at such time or times as it may designate. The board of directors at its discretion may elect an assistant secretary, not necessarily a member of the board of directors, who will perform the duties and assume the responsibilities of the secretary as above set forth under the general direction of the secretary or president.

Section 6.8: The treasurer will have general charge of finances of the corporation. When necessary and proper, he or she will endorse on behalf of the corporation all checks, drafts, notes, and other obligations and evidences of the payment of money to the corporation or coming into his or her possession, in such bank or banks as may be selected by the board of directors. He or she will deposit the same, together with all other funds of the corporation coming into his or her possession, and will keep full and accurate account of all receipts and disbursements of the corporation in books belonging to the corporation, which will be open at all times to the inspection of the board of directors. He or she will present to the board of directors at its annual meeting his or her report as treasurer of the corporation and will from time to time make such other reports to the board of directors as it may require.

Section 6.9: Any officer of the corporation, in addition to the powers conferred upon him or her by these bylaws, will have such additional powers and perform such additional duties as may be prescribed from time to time by said board.

Article VII. Committees

Section 7.1: The board of directors may designate one or more ad hoc committees, each of which will consist of at least one committee chair and two or more committee members. Committee members may be members of the board of directors, members of the corporation, or other interested individuals. The chair of the committee will be appointed by the president of the organization who will act with the board’s approval. After consultation with the committee chair, the president of the organization will appoint committee members. The studies, findings, and recommendations of all committees will be reported to the board of directors for consideration and action, except as otherwise ordered by the board of directors. Committees may adopt such rules for the conduct of business as are appropriate and as are not inconsistent with these bylaws, the articles of incorporation, or state law.

Section 7.2: The board of directors will have the following standing committees:

Executive Committee: This committee will be chaired by the president of the corporation and will consist of all other officers of the corporation and the chairs of all other committees. This committee will serve as the central planning group for the organization and as an advisory group to the executive director. It also will have full authority to act for the board in managing the affairs of the corporation during the intervals between meetings of the board.

Budget and Finance: This committee will be chaired by the treasurer and will consist of two (2) to four (4) members appointed by the president to one (1) year terms. This committee will oversee and monitor the fiscal operations of the organization, develop an annual budget for recommendation by the board, and develop and assist in the implementation of a funding strategy for the corporation.

Article VIII. Miscellaneous

Section 8.1: The corporation will have the power to indemnify and hold harmless any director, officer, or employee from any suite, damage, claim, judgment, or liability arising out of, or asserted to arise out of, conduct of such person in his or her capacity as a director, officer, or employee (except in cases involving willful misconduct). The corporation will have the power to purchase or procure insurance for such purposes.

Section 8.2: The board of directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these laws, to enter into any contract or execute and deliver any instrument in the name of, and on behalf of, the corporation. Such authority may be general or confined to specific instances.

Section 8.3: All checks, drafts, and other orders for payment of funds will be signed by such officers or such other persons as the board of directors may from time to time designate. All documents will require two such signatures, at least one of which must be that of a member of the board of directors and the other may be of the executive director.

Section 8.4: The corporation will keep correct and complete books and records of accounts and will also keep minutes of the proceedings of its members, board of directors, and committees having any of the authority of the board of directors; and it will keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member or his or her agent or attorney for any proper purpose at any reasonable time.

Section 8.5: The fiscal year of the corporation will be July through June.

Article IX. Amendments

The board of directors may amend these bylaws to include or omit any provision that it could lawfully include or omit at the time the amendment is made. Upon written notice of at least thirty (30) days, any number of amendments or an entire revision of the bylaws may be submitted and voted upon at a single meeting of the board of directors and will be adopted at such meeting upon receiving a majority vote of the members of the board of directors.

Article X. Dissolution

Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by a court of competent jurisdiction in the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

Exhibit ‘A’

1. The educational philosophy, goals and principles of the Pittsburgh Lithuanian School:

A. In the liberal arts tradition the purpose of education is the acquisition of wisdom, which is knowledge of an order that human reason does not create but can discover and understand. The pursuit of wisdom starts with the cultivation of a sense of wonder, which instills a desire for beauty and enjoyment of life, allowing for the perfecting of man’s rationality.

The teacher cultivates a sense of wonder by exemplifying a genuine sense of wonder, for you can not share what you do not possess. Furthermore, the teacher exemplifies seriousness, dignity and love of the subject. If the teacher does not care neither will the student.

The path to wisdom lies through the liberal arts which allow the student to understand himself, his world and his relation to the world and not through the acquisition of technical knowledge. A student needs an understanding of the universal to understand his part in it and this knowledge will allow him to understand why he goes to work every day.

The teaching of the liberal arts, or any other subject, requires addressing both the needs of the subject and the needs of the student. These needs must be balanced and, the teacher, as the leader in the classroom, uses various methodologies to balance these needs. The teacher must also remember his relationship with the students is a form of friendship with its attendant responsibilities of respect and trust.

B. The primary goals of the Pittsburgh Lithuanian School are to educate children, teens and adults as self-aware Lithuanians and teach them how to speak, read and write so they would appreciate both written and spoken standard Lithuanian as well as its dialects; to introduce them to national, regional and Western Pennsylvania Lithuanian history, customs and traditions, national law, economy, and international relationships in order that children, teens and adults will retain a Lithuanian identity and cultivate their own connections with Lithuania, its regions and the Lithuanian community in Western Pennsylvania.

C. The secondary goals of the Pittsburgh Lithuanian School are to establish and maintain a library of materials in Lithuanian, its dialects and English pertaining to its primary goals and an archive of Western Pennsylvania’s Lithuanian history, culture, customs, traditions, organizations, buildings, and Lithuanian language use.

D. Western Pennsylvania is defined as the following counties of the Commonwealth of Pennsylvania: Allegheny, Armstrong, Beaver, Butler, Cambria, Fayette, Greene, Indiana, Lawrence, Somerset, Washington, and Westmoreland.

2.

A. The Pittsburgh Lithuanian School will have an eight-year program for its children with the goal of extending to a twelve-year program.

B. The school year will start in September and end in May or June.

C. The school year will have a minimum twenty five weekends in a year.

D. The school day will be a minimum of two hours long with the goal of extending it to four hours contingent on enrollment and availability of teachers.

E. Subjects:

Lithuanian language- speaking, reading and writing and understanding
Knowledge of Lithuania’s, its regions and Western Pennsylvania’s Lithuanian:
history, geography, literature, community knowledge, culture, holidays, customs, traditions, folk music, folk dances, folk games, and religions in Lithuania. Formal or non-formal moral religious instruction in the Lithuanian is encouraged and can be accredited as a subject.

3. Main grades:

Preschool, kindergarten, first, second, third, fourth, fifth, and sixth.
A. Preschool pupils cannot be younger than 3 years
B. Kindergarten pupils have to be five before Sept 1st
C. First grade pupils have to turn six before Sept 1st
D. The requirements for the remainder of the classes depend on their age and language proficiency.
E. Grade promotion is based examination results or completion of a lesser grade.

4. The teachers are responsible to the school’s director for the accomplishment of their program’s goals, class morale and respect for the rules.

5. The head of the school is elected by the teachers’ committee and the parents’ committee. If there are less than twenty-five parents then all parents belong to the parent’s committee. All the teachers and all the parents who belong to their committees vote and whoever receives the most votes wins. The Educational Council or regional Lithuanian Community of the USA Director mediates any electoral disputes.

6. The principal/director is responsible for the school’s cleanliness, tidiness, and the teachers’ program accomplishments.

7. The teachers’ committee selects its own committee director and if the school has less than twenty five teachers all belong to the teachers’ committee. The committee evaluates students’ behavior, academic progress, grade promotion and the awarding of certificates. Each teacher is responsible for their students’ formation, academic work, record-keeping and maintaining communications with parents.

8. The school’s principal/director and the teachers’ committee create the schools rules and procedures and re-evaluate them every other year and if they change them must send them to the Educational Council for approval.

9. The school’s principal/director together with the teachers’ committee prepares the school’s calendar which encompasses the school’s year beginning, end, exam schedule and with parental involvement maintain an atmosphere conducive to learning.

10. The school’s principal collaborates with the teachers’ committee in organizing professional development opportunities which includes conferences and courses. All school employees must complete a course on protecting children from abuse and mandatory reporting.

11. A school’s council will consist of the principal, teachers committee and parents committee and if a parent’s committee does not exist the school must invite a local representative from the Lithuanian Community of the USA. The principal cannot be in the parents’ committee and neither can the teachers but if there are overlapping roles where a parent is a director or a teacher then joint membership will be allowed.

A. The principal must discuss with the teachers’ committee’s head the hiring and firing of any teacher.
B. Furthermore the parents committee must be informed of any employment decisions.
C. The principal must organize a minimum of two teachers’ committees meetings per year.
D. A representative from the parents committee has a right to attend and vote during teacher committee meetings
E. During parents’ committee meetings the principal has right to attend and vote.

12. The pupils’ medical needs are regulated by the laws of their respective states.

13. The parents committee represents all parents, organizes all-school parents meetings and handles the following duties:

A. Building(s) management, inventory management, tuition collection, and supplies requisition.
B. Verification of students’ financial need and verification of students status in collaboration with the teachers’ committee
C. Salary decisions
D. Fund-raising
E. Electing the treasurer who pays the salaries and completes all the financial forms.

14. A principal and parents’ committee meeting is held the beginning of every school year.

15. The principal and parents’ start of year meeting is for the discussion of the upcoming year’s agenda, the budget, tuition, budget approval and an auditing of the budget by an auditor selected by the parents’ committee. It is recommended that the auditor should be from outside the school. If the auditor finds problems he must prepare a report and organize a meeting with the parents committee within two weeks and if the parents committee does not do this then the auditor must organize the meeting.

16. The schools funds are:

A. Tuition
B. Funds leftover from all-school parties
C. Money collected from fund-raisers and foundations. All of these funds are commingled in one account managed by the parents’ committee.

17. When the Pittsburgh Lithuanian School closes the remaining funds will be given to the University of Pittsburgh’s Lithuanian Classroom Committee.