Our Board of Trustees offers a wide range of expertise and shares a deep commitment to Montessori Radmoor School, its vision and mission as a school. Working alongside the Faculty and Administration, the Board ensures the smooth operation of our school as an independent, non-profit corporation. Meetings are held each month at the school.
Current Board Members
Michael joined the board during the 2005-2006 school year. He has served the board as its secretary, vice president and president. Both of Michael’s children have attended the school. Michael is a partner at Willingham & Cote PC. He received his B.A. degree from Michigan State University in 1990 where he dual majored in business administration and public administration. He received his J.D. from Wayne State University in 1993. During law school, Michael was vice chairperson of the Legal Aid Clinic where he represented indigent clients in family law matters.
Outside the practice of law, Michael is involved with numerous civic and charitable activities. He is past president of the young lawyers section of the Ingham County Bar Association. Michael is also an assistant scout master for BSA Troop 125, a past soccer coach for the OAKS community team and a current soccer coach for the Capital Area Soccer League.
Janet has been on the board since 2008. She holds a Bachelor of Instrumental Music Education from Arkansas State University and a Master of Music (Saxophone Performance/Woodwind Specialist) from Michigan State University. She spent five years as a band director at a public junior high school in Blytheville Arkansas. Janet's son attended preschool through upper elementary her at Montessori Radmoor. She tries to bring to the board level headedness and tries to base her decisions on what is best for the school, not necessarily what her particular "feelings" are.
Nicole Ellefson has a Master's degree in Curriculum and Teaching from Michigan State University. She has many years of experience in the field of education; starting as an assistant teacher in a first through third year Montessori school in Evanston, IL and continuing as a public school teacher in Holt, MI where she taught Kindergarten and the fourth and fifth grades. After leaving the classroom, Ms. Ellefson worked as a Senior Project Director at the Confucius Institute at Michigan State University where she developed and implemented Chinese immersion curricula and teacher professional development modules. She has three publications in the field of teacher professional development and technology. Nicole is also a parent of a child currently attending the elementary program.
Mary originally joined the board in 2002. She left in 2005 and re-joined the board in 2014. Mary is the owner of Sage Consultants, LLC. She earned her BBA and MAcc from the University of Michigan in 1989. She is a CPA and worked as an auditor and tax preparer in public accounting for 7 years before starting her own business.
Mary is the mother of three girls, all Radmoor alumnae. She has served as Girl Scout leader for several of her daughters’ troops as well as president and treasurer of their schools’ parent organizations, soccer and tennis teams as well as coaching girls’ softball.
Dr. John (Jake) Ferris
Jake and his wife, Maxine, were one of seven couples who founded Montessori Radmoor School in 1968. He has served on the board continuously having been president, treasurer and for a number of years, a volunteer groundskeepers. Watching the program grow and prosper during four construction phases has been a source of pride for him. Most important has been the positive feedback from parents about the value of the school for their children. Maxine and Jake have been excited about how Montessori stimulated their two sons who were in the first and third classes. Jake was on the faculty in the Department of Agricultural Economics at Michigan State University for 40 years before retiring in 1997.
Jack is an alumnus of Montessori Radmoor School and is currently a sophomore at Michigan State University studying mechanical engineering. Jack graduated from Okemos High School. Jack brings a wonderful perspective to the board as a current and past student.
Autumn is both parent of a current student and an alumna of Montessori Radmoor. She received her Bachelor of Science in Marketing and Entrepreneurial Studies from Babson College and a Master of Business Administration from the University of Michigan. She has run a family business and currently owns a small business.
Noah is an alumnus of Montessori Radmoor School. He graduated from Okemos High School in 2015 and is now attending University of Michigan.
School Board Committee Opportunities
The Board of Trustees of Michigan Montessori International, Inc. (DBA Montessori Radmor School) sets long term goals about every ten years. Since parent involvement was instrumental in the achievement of most of the previous goals, leading to the need for the current review and update, we again ask for parent involvement in the various goal-setting committees. We invite you to join us to help make these goals a reality. Again, each committee is listed in iVolunteer under “School Board Committee.”
Board Contact: Michael Stephenson (firstname.lastname@example.org)
The School Vision committee examines the big picture and projects for the school which may not or cannot be completed within the five year time, but which must be identified due to their effect on the other shorter term goals.
Board Contact: Marion Guthrie (email@example.com)
The Facilities committee concerns itself with the building and grounds of the school.
Board Contact: Janet Lulloff (firstname.lastname@example.org)
The Enrichment committee looks at ways to enrich our current Montessori day for the children.
Board Contact: Jack Gilluly (email@example.com)
The Technology committee continuously reviews the various technological needs of the students, staff and school as a whole.
Board Contact: Jake Ferris (firstname.lastname@example.org)
The Fundraising committee reviews current fund raising efforts, while exploring and developing new avenues of revenue.
Board Contact: Autumn Romig (Autumn.J.Romig@gmail.com)
The Marketing committee concerns itself with both internal and external marketing of the school itself and Montessori education in general.
Board Contact: Nicole Ellefson (email@example.com)
The Parent Involvement committee to looks at ways to enhance parent involvement and deepen the sense of community. Updates regarding the status of these committees are provided in the monthly newsletter, as part of the board minutes.
Board Roles & Responsibilities
Our Board of Trustees offers a wide range of expertise and shares a deep commitment to Montessori Radmoor School, its vision and mission as a school. Working alongside the staff and administration, the Board ensures the smooth operation of our school as an independent, non-profit corporation.
The Board’s responsibilities include, but are not limited to:
- Support the creation and communication of a school vision that inspires an integrated Montessori community
- Provide long-term strategic planning and direction that supports the school’s mission
- Approve the annual budget and oversee financial management
- Define governance processes and oversee compliance with school policies
- Ensure facilities and campus environment support current and future educational program needs
- Inspire a culture of philanthropy and actively support the school’s fundraising efforts
- Support the school’s goals to create a diverse and integrated community of students, families, faculty and staff
- Hire and support the Head of School in his/her execution of the school’s mission and vision
THIRD AMENDED AND COMPLETELY RESTATED BYLAWS OF
MICHIGAN MONTESSORI INTERNATIONALE, INC.
Name and Purpose
Section 1. Name. The name of the Corporation shall be Michigan Montessori Internationale, Inc.
Section 2. Purpose. The purposes for which the Corporation is organized are as follows:
A. To own and operate a non-public elementary school and pre-school program according to the Montessori teaching method, under the auspices and direction of the Board of Trustees of Michigan Montessori Internationale, Inc., and within the limitations of the license(s) granted to the Corporation by the State of Michigan;
B. To acquire, hold and control such real and personal property as may be necessary to properly equip and operate said elementary school and pre-school program;
C. To raise funds and encourage fund development, and to otherwise further the above-stated purposes of the Corporation, subject to all limitations on the nature and extent of such fund raising and other activities as are applicable, at any given time, to organizations described in Section 501 (c)(3) of the Internal Revenue Code of 1986, as amended, or any successor statute (the "Code").
D. To do such things and to perform such acts to accomplish its purposes as are not forbidden by Section 501 (c)(3) of the Code with all the powers conferred on nonprofit corporations by the laws of the State of Michigan, including without limitation all powers with respect to the investment of funds.
Section 1. Principal Office. The principal office of the Corporation shall be located in the City ofOkemos,County ofIngham, State ofMichigan.
Section 2. Other Business Offices. The Corporation may have business offices at such other places, either within or without the State ofMichigan, as the Board of Trustees may designate or as the business of the Corporation may require from time to time.
Section 3. Registered Office. The registered office of the Corporation may be the same as the principal office of the Corporation, but in any event shall be located in the State ofMichigan, and be the business office or residence of the registered agent.
There shall be no members of the Corporation.
There shall be no shareholders of the Corporation. Upon adoption of the Amended and Completely Restated Bylaws, the stock share basis on which the Corporation was previously organized was replaced with the structure set forth in said Amended and Completely Restated Bylaws, each shareholder’s shares of stock were surrendered or deemed surrendered, and each shareholder was deemed a member or honorary member of the Board of Directors. Such honorary members of the Board may continue to attend and participate in meetings of the Board but shall not vote, shall not hold themselves out as Trustees, and shall not act on behalf of the School or the Board.
Board of Trustees
Section 1. General Powers. The business, property and affairs of the Corporation shall be managed by its Board of Trustees (hereafter "Board," previously known and identified as the "Board of Directors"), to include but not be limited to the power to appoint or discharge employees, agents, or independent contractors, and to determine their duties and fix their compensation.
All persons employed by the Board as the School's "Administrator" or as a Teacher shall meet the following requirements:
(a) Any individual employed to perform the services and function of Teacher or directress, hereafter referred to as "Teacher," must be Montessori trained at an accredited Montessori school, unless the Board, by a unanimous act, waives this requirement.
(b) Any individual employed to perform the services and functions of "Administrator" of the School must be Montessori trained at an accreditedMontessoriSchool, unless the Board, through a vote of two-thirds or more of its members, waives this requirement.
Section 2. Number and Composition. The number of Trustees of the Corporation shall be not less than seven (7) and not more than nineteen (19), not including honorary members. The number of Trustees may be increased or decreased from time to time by an amendment to these Bylaws. Any increase in the number of Trustees shall be considered a vacancy to be filled by the existing Trustees.
A "Teacher Liaison" shall be a non-voting member of the Board for a one-year term and shall not serve successive terms. The Teacher Liaison shall attend and participate in meetings of the Board. However, the Teacher Liaison shall not be present at any discussion of the terms of employment or performance of the duties of any teacher or other employee of the School. The Teacher Liaison shall be appointed to the Board by the Trustees upon recommendation of the Teachers of the School.
Section 3. Tenure. Except for the Teacher Liaison, each Trustee shall serve a 3-year term and may be reappointed and serve successive terms without limitation. Each Trustee shall hold office until expiration of their term or until that Trustee resigns, dies, is incapable of serving, or is removed pursuant to these Bylaws.
The President may, by motion, propose a manner for determining a staggered expiration of the terms of all Trustees currently serving or hereafter appointed. The term of those Trustees who became members of the Board pursuant to Article IV, Section 2 of the Amended and Completely Restated Bylaws was deemed to begin at the conclusion of the twelve-month period in which said Trustee attended 50 percent of the regular meetings of the Board.
Section 4. Removal. At a special meeting of the Board, called for the purpose of removing any Trustee, such Trustee may be removed from office by a vote of a majority of all Trustees entitled to vote. No more than one meeting shall be called for the purpose of removing any individual Trustee during the term of that Trustee's appointment. When any Trustee is removed, then the unexpired term shall be considered a vacancy to be filled through appointment by the remaining Trustees.
Section 5. Appointment of Trustees. Upon motion by any acting Trustee made at a meeting of the Board at which a quorum is present, any individual may be appointed to the Board of Trustees by a majority vote.
Section 6. Qualifications. Trustees need not be residents of the State of Michigan.
Section 7. Resignation. Any Trustee of the Corporation may resign at any time with the assent of a majority of the Board.
Section 8. Annual Meetings. An annual meeting shall be held each year at a time and place designated by the Board.
Section 9. Notice of Meeting. Notice of the time, place if any and purpose of any Board meeting shall be given to each Trustee, either personally, by mail, or by electronic transmission, not less than ten or more than 60 days before the meeting. If mailed, the notice shall be deemed given when deposited in a post office box, postage prepaid anda addressed to the last-known address of such Trustee. If given by electronic transmission, the notice shall be deemed given when electronically transmitted to the last electronic address provided by the Trustee. If a Trustee may participate in a meeting by remote communication, the means of remote communication allowed shall be included in the notice, and the notice shall include notice of any proposal for Trustee action.
Section 10. Meeting by Remote Communication. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, the Board or any committee thereof may hold a meeting conducted solely by means of remote communications, which shall include meeting by telephone conference or electronic transmission, so long as all persons participating in the meeting may communicate with each other and the names of the participants are divulged to all participants. Participation in a meeting pursuant to this Section shall constitute presence in person at the meeting. "Electronic transmission," as that phrase appears in these Bylaws, is defined as provided in the Michigan Business Corporation Act as amended.
Section 11. Special Meetings. Special meetings of the Board may be called by the President or any two (2) Trustees at a time and place, if any, as determined by those persons authorized to call special meetings. Written notice of the time and place, if any, of such special meeting shall be given to each Trustee at least three (3) days before the meeting.
Section 12. Action Without a Meeting. Action may be taken by the Board or committee thereof without a meeting if, before or after the action, all Trustees then in office or all members of the committee consent thereto in writing. The written consent shall be filed with the minutes of the Board or committee.
Section 13. Waiver of Notice. The attendance of a Trustee at a Board meeting shall constitute a waiver of notice of such meeting, except where a Trustee attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. A Trustee may submit a signed waiver of notice which shall constitute a waiver of notice of such meeting.
Section 14. Quorum. A majority of the Trustees then in office constitutes a quorum for the transaction of any business at any meeting of the Board. Actions voted on by a majority of the Trustees present at such meeting where a quorum is present shall constitute authorized actions of the Board.
Section 15. Manner of Acting. The act of the majority of the Trustees present at a meeting at which a quorum is present shall be an act of the Board.
Section 16. Presumption of Assent. A Trustee of the Corporation who is present at a meeting of the Board at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless that Trustee's dissent is: entered in the minutes of the meeting; filed, in writing, with the person acting as the Secretary of the meeting before the meeting is adjourned or forwarded by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. However, a Trustee who voted in favor of an action has no right to dissent.
Section 17. Electronic Distribution and Approval of Minutes. Minutes of Board meetings, made in accordance with these Bylaws, may be electronically transmitted by the Secretary or President to the Trustees. The President may, together with such a transmission, and upon three days notice, conduct a meeting by electronic transmission for the sole purpose of taking a vote to approve the minutes, so long as the notice and meeting complies in all other respects with Sections 10 and 12.
Section 18. Compensation. By resolution of the Board the Trustees may be paid their expenses, if any, actually incurred as a result of attendance at meetings of the Board. No such payment shall preclude any Trustee from receiving compensation for serving the Corporation in any other capacity.
Section 1. General Powers. The Board by resolution adopted by the vote of a majority of its Trustees, may designate one or more committees, each committee consisting of one or more Trustees. The Board may also designate one or more Trustees as alternate committee members, who may replace an absent or disqualified member at a committee meeting. If a committee member is absent or disqualified from voting, then members present at a meeting who are not disqualified from voting may, whether or not they constitute a quorum, unanimously appoint an alternate committee member to act at the committee meeting in place of the absent or disqualified member. All committees designated by the Board shall serve at the discretion of the Board.
A committee designated by the Board may exercise any powers of the Board in managing the Corporation's business and affairs, to the extent provided by resolution of the Board. However, no committee shall have the power to:
(a) amend the Articles of Incorporation;
(b) adopt an agreement of merger or consolidation;
(c) amend the Bylaws of the Corporation; or
(d) fix compensation of the Trustees for serving on the Board or on a committee.
Section 2. Meetings. Committees shall meet as directed by the Board, and their meetings shall be governed by the rules provided in Article IV for meetings of the Board. Minutes recorded at such committee meetings shall be presented to the Board.
Section 3. Consent to Committee Actions. Any action required or permitted to be taken pursuant to authorization of a committee may be taken without a meeting if, before or after the action, all members of the committee consent to the action in writing. Written consents shall be filed with the minutes of the committee's proceeding.
Section 1. Number. The following officers of the Corporation shall be appointed by the Board: a President, a Secretary, and a Treasurer. There may also be a Vice-President and such other officers as the Board deems appropriate. Two or more offices may be held by the same person, but such person shall not execute, acknowledge or verify an instrument in more than one capacity if the instrument is required by law or by the President or by the Board to be executed, acknowledged, or verified by two or more officers.
Section 2. Election and Term of Officers. The officers of the Corporation shall be elected annually by the Trustees at the annual meeting of the Board. If the election of officers is not be held at such meeting, the election shall be held as soon thereafter as practicable. Each officer shall hold office until (1) a successor is elected and qualified or (2) such officer is removed in the manner hereunder provided.
Section 3. Removal. An officer appointed by the Board may be removed, without cause, by vote of a majority of the Board. Such removal shall be without limitation on the right, if any, of the person so removed to recover damages for breach of contract. Appointment to an office does not, of itself, create contract rights. An officer's authority to act may be suspended by vote of a majority of the Board, for cause.
Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board for the unexpired portion of the term.
Section 5. President. The President shall be the chief executive officer of the Corporation and shall have authority over the general control and management of the business and affairs of the Corporation. The President shall sign all corporate documents and agreements on behalf of the Corporation, unless the Board, by resolution, requires signature by some other officer, agent or employee. The President shall see that all actions taken by the Board are executed and shall perform all other duties incident to the office subject, however, to the President's right and the right of the Board to delegate any specific power to any other officer of the Corporation.
Section 6. Vice President. In the absence of the President or in the event of the President is unable or refuses to act, the Vice President shall perform the duties of President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned to the Vice President by the President or by the Board.
Section 7. Secretary. The Secretary shall: (a) keep minutes of Board meetings; (b) be responsible for providing notice to each Trustee as required by law, the Articles of Incorporation, or by the Bylaws; (c) be the custodian of corporate records; (d) keep a register of the names and addresses of each officer and Trustee; and (e) perform all duties incident to the office and other duties assigned by the President or by the Board. Notes, audio tape or other forms of recordings, made by the Secretary at a meeting for the purpose of thereafter accurately stating the actions of the Board in minute form, shall be destroyed upon approval of said minutes to eliminate duplicative records.
Section 8. Treasurer. The Treasurer shall: (a) have charge and custody over corporate funds and securities; (b) keep accurate books and records of corporate receipts and disbursements; (c) deposit all moneys and securities received by the Corporation at such depositories in the Corporation's name as may be designated by the Board; and (d) perform all duties incident to the office and other duties assigned by the President or by the Board.
Section 9. Compensation. Compensation of the officers, if any, shall be fixed from time to time by the Board and no officer shall be prevented from receiving such salary by reason of the fact that the officer is also a Trustee of the Corporation.
Contracts, Checks, Deposits and Funds
Section 1. Contracts. The Board may authorize any officer or agent of the Corporation, in addition to any officer(s) so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
Section 2. Checks, Drafts, Etc. All checks, drafts, or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or agent of the Corporation and in such manner as shall be determined, from time to time, by resolution of the Board. In the absence of such determination by the Board, such instruments shall be signed by the Treasurer and countersigned by the President or Vice President of the Corporation.
Section 3. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board may select.
Section 4. Gifts. The Board may accept, on behalf of the Corporation, any contributions, gift, bequest or devise for any special or general purpose of the Corporation.
Section 1. Fiscal Year. The fiscal year of the Corporation shall be the calendar year, unless otherwise established by the Board.
Section 2. Dissolution of Assets. Upon the dissolution of the Corporation, after paying or making provisions for the payment of the liabilities of the Corporation, the Board shall distribute the remaining assets of the Corporation (except assets held upon condition requiring return, transfer or other conveyance in the event of dissolution, which assets shall be returned, transferred or conveyed in accordance with those requirements) to an organization or organizations exempt from federal income tax under Section 501(c)(3) of the Code as designated by the Board. Any assets not so disposed of, for whatever reason, shall be disposed of by the order of the Circuit Court for the County of Ingham to such organization or organizations as said Court shall select and determine which are tax exempt under Section 501 (c)(3) of the Code.
Books and Records
Section 1. Books and Records. The Corporation shall keep correct and complete: books and records of account; a record giving the names and addresses of the members of the Board; minutes of the proceeding of its Board; and minutes of the proceedings of any committee having any of the authority of the Board. Such books, records and minutes shall be kept at the Corporation’s registered or principal office. All books and records of the Corporation may be inspected by any member of the Board of Trustees, or his agent or attorney, for any proper purpose at any reasonable time.
Section 1. Indemnification. The Corporation shall indemnify, to the extent and in the manner permitted by the Michigan Nonprofit Corporation Act, any person who is or was a Trustee or officer of the Corporation for expenses (including attorney’s fees), judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with an action, suit, or proceeding, if such arose by reason of the person being a Trustee or officer of the Corporation. The Corporation may purchase and maintain insurance, on behalf of any Trustee, which insures against any such liability, to the extent available and to the extent permitted by the Michigan Nonprofit Corporation Act.
Section 1. Amendments. These Bylaws may be altered or amended by a vote of two-thirds of the Trustees.
Adopted September 27, 2005
The trustee selection process begins each fall by identifying the anticipated needs of the Board over the next three years. The Board recruitment committee examines the strategic plan and the current profile of the board to determine additional skills, experiences and qualities it would hope to attract. On average the board seeks 1-2 trustees a year.
The Board Recruitment committee solicits nominations for new trustees from the administrator, faculty, board or parents. Nominees fill out a questionnaire, are interviewed by the committee and presented to the board for approval.