Amended and Restated Bylaws
of
Harbor View Elementary Parent-Faculty Organization
Article 1
Offices
Section 1. Principal Office
The principal office of the association is located at 900 Goldenrod Avenue, Corona del Mar, Orange County, State of California.
Section 2. Change of Address
The designation of the county or state of the association’s principal office may be changed by amendment of these bylaws. The executive board may change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment of these bylaws:
Section 3. Other Offices
The association may also have offices at such other places, within or without its state of association, where it is qualified to do business, as its business and activities may require, and as the executive board may, from time to time, designate.
Article 2
Nonprofit Purposes
Section 1. IRC Section 501(c)(3) Purposes
This association is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.
Section 2. Specific Objectives and Purposes
The specific objectives and purposes of this association shall be:
(1) to improve the education and development of children in our own homes, school and community.
(2) to encourage and maintain interest and understanding among our school, family and community, including but not limited to governing fundraising for programs at Harbor View Elementary;
(3) to promote the growth, spirit and traditions of patriotism and knowledge of our country’s ideal among our children, particularly in our own homes; and
Article 3
Officers
Section 1. Designation of Officers
The officers of the association shall be a president, vice presidents and a secretary. The association may also have other such officers with such titles as may be determined from time to time by the executive board.
Section 2. Qualifications
Any member of the association may serve as officer of this association.
Section 3. Election and Term of Office
Officers shall be elected by the members, and each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first. Officers shall serve for a term of one year or until their successors are installed. No officer may hold the same office for more than two consecutive terms.
Section 4. Removal and Resignation
Any officer may be removed, either with or without cause, by the executive board, at any time. Any officer may resign at any time by giving written notice to the executive board or to the president or secretary of the association. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the executive board relating to the employment of any officer of the association.
Section 5. Vacancies
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the executive board. In the event of a vacancy in any office other than that of president, such vacancy may be filled temporarily by appointment by the president until such time as the board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled as the board shall determine.
Section 6. Duties of President
The president shall be the chief executive officer of the association and shall, subject to the control of the executive board, supervise and control the affairs of the association and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the articles of association, or by these bylaws, or which may be prescribed from time to time by the executive board. Unless another person is specifically appointed as chairperson of the executive board, the president shall preside at all meetings of the executive board and, if this association has members, at all meetings of the members. Except as otherwise expressly provided by law, by the articles of association, or by these bylaws, he or she shall, in the name of the association, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the executive board.
Section 7. Duties of Vice President of Public Relations
In the absence of the president, or in the event of his or her inability or refusal to act, the vice president of public relations shall perform all the duties of the president, and when so acting shall have all the powers of, and be subject to all the restrictions on, the president. The vice president of public relations shall be responsible for public relations and publicity for the association’s events and activities, including but not limited to preparing press releases and communicating with any media regarding such events and activities.
Section 8. Duties of Vice President of Finance
The vice president of finance shall:
Have charge and custody of, and be responsible for, all funds and securities of the association, and deposit all such funds in the name of the association in such banks, trust companies, or other depositories as shall be selected by the executive board.
Receive, and give receipt for, monies due and payable to the association from any source whatsoever.
Disburse, or cause to be disbursed, the funds of the association as may be directed by the executive board, taking proper vouchers for such disbursements.
Keep and maintain adequate and correct accounts of the association’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses.
Exhibit at all reasonable times the books of account and financial records to any officer of the association, or to his or her agent or attorney, on request therefor.
Render to the president and other officers, whenever requested, an account of any or all of his or her transactions as vice president of finance and of the financial condition of the association.
Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
In general, perform all duties incident to the office of vice president of finance and such other duties as may be required by law, by the articles of association of the association, or by these bylaws, or which may be assigned to him or her from time to time by the executive board.
Section 9. Duties of the Vice President of Membership
The vice president of membership shall be responsible for communicating with the Harbor View Elementary parents/guardians about membership in the association, collecting annual membership dues, collecting member information and creating a membership directory. With the approval of the executive board, the vice president of membership shall organize a nominating committee for the election of officers at the end of each school year. The nominating committee shall consist of five members, two of whom must be members of the executive board.
Section 10. Duties of the Vice President of Community Outreach
The vice president of community outreach shall be responsible for planning, organizing and communicating with the association’s members regarding the association’s philanthropic events, including but not limited to food, toy and clothing drives for Harbor View’s sister school, Pomona Elementary.
Section 11. Duties of the Vice President of Enrichment
The vice president of enrichment shall be responsible for coordinating all association-sponsored enrichment assemblies and after school programs. The vice president of enrichment will be responsible for communicating and organizing all providers of enrichment programs, including but not limited to researching enrichment providers, collecting funds for after school enrichment programs and, in concert with Harbor View’s administrative assistant, maintaining enrollment information for any students participating in enrichment programs.
Section 12. Duties of the Vice President of Partners In Excellence
The duties of the vice president of the Partners in Excellence program shall be to solicit funds from the parents/guardians of the children of Harbor View Elementary to provide funding for school programs. The vice president of the partners in excellence shall be responsible for communicating with the Harbor View community regarding the amount of any donation requested, the manner in which such donations may be made, and for collecting, depositing and maintaining records of such donations. The vice president of partners in excellence shall also be responsible for communicating with any donors regarding the tax deductibility of such donations, including but not limited to providing a letter to each donor confirming the amount of their donation and the association’s status as a charitable organization within the meaning of I.R.C. Section 501 ©(3).
Section 13. Duties of Secretary
The secretary shall:
Certify and keep at the principal office of the association the original, or a copy, of these bylaws as amended or otherwise altered to date.
Keep at the principal office of the association or at such other place as the board may determine, a book of minutes of all meetings of the executive board, and, if applicable, meetings of committees of officers and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.
Ensure that the minutes of meetings of the association, any written consents approving action taken without a meeting, and any supporting documents pertaining to meetings, minutes, and consents shall be contemporaneously recorded in the corporate records of this association. “Contemporaneously” in this context means that the minutes, consents, and supporting documents shall be recorded in the records of this association by the later of (1) the next meeting of the board, committee, membership, or other body for which the minutes, consents, or supporting documents are being recorded, or (2) sixty (60) days after the date of the meeting or written consent.
See that all notices are duly given in accordance with the provisions of these bylaws or as required by law.
Be custodian of the records to duly executed documents of the association.
Keep at the principal office of the association a membership book containing the name and address of each and any members, and, in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased.
Exhibit at all reasonable times to any officer of the association, or to his or her agent or attorney, on request therefore, the bylaws, the membership book, and the minutes of the proceedings of the executive board of the association.
Act as parliamentarian at all member meetings and at all executive board meetings.
In general, perform all duties incident to the office of secretary and such other duties as may be required by law, by the articles of association, or by these bylaws, or which may be assigned to him or her from time to time by the executive board.
Section 14. Powers and Duties
Each vice president shall have other powers and perform such other duties as may be prescribed by law, by the articles of association, or by these bylaws, or as may be prescribed by the executive board.
Section 15. Compensation
Officers of the association shall serve without compensation except that they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties. Any payments to officers shall be approved in advance in accordance with this association’s conflict of interest policy, as set forth in Article 9 of these bylaws.
Article 4
Executive Board
Section 1. Number
The association shall have eight (8) officers and collectively they shall be known as the executive board. The principal of Harbor View shall be an advisory member of the executive board and shall attend executive board meetings. The principal shall act in an advisory capacity and shall not have any voting rights, except as provided in Section 12 of this Article.
Section 2. Qualifications
Members of the executive board shall be of the age of majority in this state.
Section 3. Powers
Subject to the provisions of the laws of this state and any limitations in the articles of association and these bylaws relating to action required or permitted to be taken or approved by the members, if any, of this association, the activities and affairs of this association shall be conducted and all corporate powers shall be exercised by or under the direction of the executive board. The executive board shall determine items to be discussed at the general membership meetings and shall make recommendations to the general membership regarding the matters presented at general membership meetings.
Section 4. Duties
It shall be the duty of the executive board to:
a. Perform any and all duties imposed on them collectively or individually by law, by the articles of association, or by these bylaws;
b. Supervise all officers, agents, and employees of the association to assure that their duties are performed properly; and
c. Meet at such times and places as required by these bylaws.
Section 5. Term of Office
Each member of the executive board shall hold office for as long as he or she is an officer of this association.
Section 6. Compensation
Members of the executive board shall serve without compensation except that they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties. Any payments to directors shall be approved in advance in accordance with this association’s conflict of interest policy, as set forth in Article 9 of these bylaws.
Section 7. Place of Meetings
Meetings shall be held at the principal office of the association unless otherwise provided by the board or at such other place as may be designated from time to time by resolution of the executive board.
Section 8. Regular Meetings
Regular meetings of the executive board shall be held prior to the membership meeting.
Section 9. Special Meetings
Special meetings of the executive board may be called by the president, any vice president, the secretary or, if different, by the persons specifically authorized under the laws of this state to call special meetings of the executive board. Such meetings shall be held at the principal office of the association or, if different, at the place designated by the person or persons calling the special meeting.
Section 10. Notice of Meetings
Unless otherwise provided by the articles of association, these bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the executive board:
a. Regular Meetings. No notice need be given of any regular meeting of the executive board.
b. Special Meetings. At least one week prior notice shall be given by the secretary of the association to each executive board member of each special meeting of the board. Such notice may be oral or written, may be given personally, by first class mail, by telephone or by facsimile machine, and shall state the place, date, and time of the meeting and the matters proposed to be acted upon at the meeting. In the case of facsimile notification, the director to be contacted shall acknowledge personal receipt of the facsimile notice by a return message or telephone call within twenty-four hours of the first facsimile transmission.
c. Waiver of Notice. Whenever any notice of a meeting is required to be given to any director of this association under provisions of the articles of association, these bylaws, or the law of this state, a waiver of notice in writing signed by the director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.
Section 11. Quorum for Meetings
A quorum shall consist of five (5) of the members of the executive board.
Except as otherwise provided under the articles of association, these bylaws, or provisions of law, no business shall be considered by the board at any meeting at which the required quorum is not present, and the only motion which the chair shall entertain at such meeting is a motion to adjourn.
Section 12. Majority Action as Board Action
Every act or decision done or made by a majority of the executive board present at a meeting duly held at which a quorum is present is the act of the executive board, unless the articles of association, these bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the board. In the event of a tie vote of the executive board, the principal shall cast the deciding vote.
Section 13. Conduct of Meetings
Meetings of the executive board shall be presided over by the president of the association, or in his or her absence, by the vice president of public relations of the association, or in the absence of each of these persons, by a chairperson chosen by a majority of the officers present at the meeting. The secretary of the association shall act as parliamentarian of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as parliamentarian of the meeting.
Meetings shall be governed by Robert’s Rules of Order, insofar as such rules are not inconsistent with or in conflict with the articles of association, these bylaws, or with provisions of law.
Section 14. Nonliability of Executive Board Members
The members of the executive board shall not be personally liable for the debts, liabilities, or other obligations of the association.
Section 15. Indemnification by Association of Executive Board Members and Officers
The executive board members and officers of the association shall be indemnified by the association to the fullest extent permissible under the laws of this state.
Section 16. Insurance for Association Agents
Except as may be otherwise provided under provisions of law, the executive board may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the association (including a director, officer, employee, or other agent of the association) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the association would have the power to indemnify the agent against such liability under the articles of association, these bylaws, or provisions of law.
Article 5
Members
Section 1. Determination and Rights of Members
The association shall have only one class of members. No member shall hold more than one membership in the association. Except as expressly provided in or authorized by the articles of association, the bylaws of this association, or provisions of law, all memberships shall have the same rights, privileges, restrictions, and conditions.
Section 2. Qualifications of Members
Membership in this association may be held by any parent or guardian of a child enrolled in Harbor View Elementary, and by the faculty and staff members of such school.
Section 3. Admission of Members
Applicants shall be admitted to membership immediately upon receipt of the annual dues from such applicant.
Section 4. Faculty Representative
The faculty of Harbor View Elementary may elect a faculty representative to attend membership meetings and provide information about the matters discussed at membership meetings to the faculty.
Section 5. Fees and Dues
The annual dues payable to the association by members shall be ten (10) dollars. Any increase in annual dues must be approved by a two-thirds (2/3) vote of the members present at the membership meeting at which such dues increase is proposed.
Section 6. Number of Members
There is no limit on the number of members the association may admit.
Section 7. Membership Book
The association shall keep a membership book containing the name and address of each member. Termination of the membership of any member shall be recorded in the book, together with the date of termination of such membership. Such book shall be kept at the association’s principal office.
Section 8. Nonliability of Members
A member of this association is not, as such, personally liable for the debts, liabilities, or obligations of the association.
Section 9. Nontransferability of Memberships
No member may transfer a membership or any right arising therefrom. All rights of membership cease upon the member’s death.
Section 10. Termination of Membership
The membership of a member shall terminate upon the occurrence of any of the following events:
1. Upon his or her notice of such termination delivered to the president or secretary of the association personally or by mail, such membership to terminate upon the date of delivery of the notice or date of deposit in the mail.
2. If this association has provided for the payment of dues by members, upon a failure to renew his or her membership by paying dues on or before their due date, such termination to be effective thirty (30) days after a written notification of delinquency is given personally or mailed to such member by the secretary of the association. A member may avoid such termination by paying the amount of delinquent dues within a thirty (30) day period following the member’s receipt of the written notification of delinquency.
3. Immediately upon the withdrawal of the child of the member from Harbor View Elementary.
4. After providing the member with reasonable written notice and an opportunity to be heard either orally or in writing, upon a determination by the executive board that the member has engaged in conduct materially and seriously prejudicial to the interests or purposes of the association. Any person expelled from the association shall receive a refund of dues already paid for the current dues period.
All rights of a member in the association shall cease on termination of membership as herein provided.
Article 6
Meetings of Members
Section 1. Place of Meetings
Meetings of members shall be held at the principal office of the association or at such other place or places as may be designated from time to time by resolution of the executive board.
Section 2. Regular Meetings
A regular meeting of members shall be held on the first Wednesday of every month during the school year, at 8:45 A.M., for the purpose of electing officers and transacting other business as may come before the meeting. The candidates receiving the highest number of votes shall be elected. Each voting member shall cast one vote, with voting being by ballot only. The annual meeting of members for the purpose of electing officers shall be deemed a regular meeting.
If the day fixed for a regular meeting falls on a legal holiday, such meeting shall be held at the same hour and place on the next business day.
Section 3. Special Meetings of Members
Special meetings of the members shall be called by the executive board, or the president of the association, or, if different, by the persons specifically authorized under the laws of this state to call special meetings of the members.
Section 4. Notice of Meetings
Unless otherwise provided by the articles of association, these bylaws, or provisions of law, notice stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than five (5) nor more than fifty (50) days before the date of the meeting, either personally, by providing written notice in the Harbor View Elementary weekly newsletter or by public signage located at the main entrance to the school, by mail, by or at the direction of the president, or the secretary, or the persons calling the meeting, to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the association, with postage prepaid. Personal notification includes notification by telephone or by facsimile machine, provided however, in the case of facsimile notification, the member to be contacted shall acknowledge personal receipt of the facsimile notice by a return message or telephone call within twenty-four hours of the first facsimile transmission.
The notice of any meeting of members at which directors are to be elected shall also state the names of all those who are nominees or candidates for election to the board at the time notice is given.
Whenever any notice of a meeting is required to be given to any member of this association under provisions of the articles of association, these bylaws, or the law of this state, a waiver of notice in writing signed by the member, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.
Section 5. Quorum for Meetings
A quorum shall consist of those members present at the meeting) of the voting members of the association.
Except as otherwise provided under the articles of association, these bylaws, or provisions of law, no business shall be considered by the members at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.
Section 6. Majority Action as Membership Action
Every act or decision done or made by a majority of voting members present in person or by proxy at a duly held meeting at which a quorum is present is the act of the members, unless the articles of association, these bylaws, or provisions of law require a greater number.
Section 7. Voting Rights
Each member is entitled to one vote on each matter submitted to a vote by the members. Voting at duly held meetings shall be by voice vote. Election of officers however, shall be by written ballot.
Section 8. Action by Written Ballot
Except as otherwise provided under the articles of association, these bylaws, or provisions of law, any action which may be taken at any regular or special meeting of members may be taken without a meeting if the association distributes a written ballot to each member entitled to vote on the matter. The ballot shall:
1. Set forth the proposed action;
2. Provide an opportunity to specify approval or disapproval of each proposal;
3. Indicate the number of responses needed to meet the quorum requirement and, except for ballots soliciting votes for the election of directors, state the percentage of approvals necessary to pass the measure submitted; and
4. Shall specify the date by which the ballot must be received by the association in order to be counted. The date set shall afford members a reasonable time within which to return the ballots to the association.
Ballots shall be mailed or delivered in the manner required for giving notice of membership meetings as specified in these bylaws.
Approval of action by written ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the action at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
Officers may be elected by written ballot. Such ballots for the election of officers shall list the persons nominated at the time the ballots are mailed or delivered.
Section 9. Conduct of Meetings
Meetings of members shall be presided over by the president of the association or, in his or her absence, by a vice president of the association or, in the absence of all of these persons, by a chairperson chosen by a majority of the voting members present at the meeting. The secretary of the association shall act as parliamentarian of all meetings of members, provided that, in his or her absence, the presiding officer shall appoint another person to act as parliamentarian of the meeting.
Meetings shall be governed by Robert’s Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with the articles of association, these bylaws, or with provisions of laws.
Article 7
Committees
Section 1. Other Committees
The association shall have such other committees as may from time to time be designated by resolution of the executive board. These committees may consist of persons who are not also members of the board and shall act in an advisory capacity to the executive board.
Section 2. Meetings and Action of Committees
Meetings and action of committees shall be governed by, noticed, held, and taken in accordance with the provisions of these bylaws concerning meetings of the executive board, with such changes in the context of such bylaw provisions as are necessary to substitute the committee and its members for the executive board and its members, except that the time for regular and special meetings of committees may be fixed by resolution of the executive board or by the committee. The executive board may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these bylaws.
Section 3. Funds Raised by Committees
All funds donated to the association shall go into the general association fund and shall not be reserved for specific use by any committee or school program.
Article 8
Execution of Instruments, Deposits, and Funds
Section 1. Execution of Instruments
The executive board, except as otherwise provided in these bylaws, may by resolution authorize any officer or agent of the association to enter into any contract or execute and deliver any instrument in the name of and on behalf of the association, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the association by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
Section 2. Checks and Notes
Except as otherwise specifically determined by resolution of the executive board, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the association shall be signed by the vice president of public relations and countersigned by the president of the association.
Section 3. Deposits
All funds of the association shall be deposited from time to time to the credit of the association in such banks, trust companies, or other depositories as the executive board may select.
Section 4. Gifts
The executive board may accept on behalf of the association any contribution, gift, bequest, or devise for the nonprofit purposes of this association.
Article 9
Corporate Records, Reports, and Seal
Section 1. Maintenance of Corporate Records
The association shall keep at its principal office:
a. Minutes of all meetings of directors, committees of the board, and, if this association has members, of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;
b. Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains, and losses;
c. A record of its members, if any, indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership;
d. A copy of the association’s articles of association and bylaws as amended to date, which shall be open to inspection by the members, if any, of the association at all reasonable times during office hours.
Section 2. Corporate Seal
The executive board may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the association. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.
Section 3. Executive Board Inspection Rights
Every member of the executive board shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the association, and shall have such other rights to inspect the books, records, and properties of this association as may be required under the articles of association, other provisions of these bylaws, and provisions of law.
Section 4. Members’ Inspection Rights
If this association has any members, then each and every member shall have the following inspection rights, for a purpose reasonably related to such person’s interest as a member:
a. To inspect and copy the record of all members’ names, addresses, and voting rights, at reasonable times, upon written demand on the secretary of the association, which demand shall state the purpose for which the inspection rights are requested.
b. To obtain from the secretary of the association, upon written demand on, and payment of a reasonable charge to, the secretary of the association, a list of the names, addresses, and voting rights of those members entitled to vote for the election of directors as of the most recent record date for which the list has been compiled or as of the date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be made available within a reasonable time after the demand is received by the secretary of the association or after the date specified therein as of which the list is to be compiled.
c. To inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the board or committees of the board, upon written demand on the secretary of the association by the member, for a purpose reasonably related to such person’s interests as a member.
Members shall have such other rights to inspect the books, records, and properties of this association as may be required under the articles of association, other provisions of these bylaws, and provisions of law.
Section 5. Right to Copy and Make Extracts
Any inspection under the provisions of this article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts.
Section 6. Periodic Report
The board shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state or to the members, if any, of this association, to be so prepared and delivered within the time limits set by law.
Article 10
IRC 501(c)(3) Tax Exemption Provisions
Section 1. Limitations on Activities
No substantial part of the activities of this association shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the Internal Revenue Code), and this association shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
Notwithstanding any other provisions of these bylaws, this association shall not carry on any activities not permitted to be carried on (a) by a association exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a association, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.
Section 2. Prohibition Against Private Inurement
No part of the net earnings of this association shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons, except that the association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this association.
Section 3. Distribution of Assets
Upon the dissolution of this association, its assets remaining after payment, or provision for payment, of all debts and liabilities of this association, shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.
Section 4. Private Foundation Requirements and Restrictions
In any taxable year in which this association is a private foundation as described in Section 509(a) of the Internal Revenue Code, the association 1) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code; 2) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; 3) shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; 4) shall not make any investments in such manner as to subject the association to tax under Section 4944 of the Internal Revenue Code; and 5) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.
Article 11
Conflict of Interest and
Compensation Approval Policies
Section 1. Purpose of Conflict of Interest Policy
The purpose of this conflict of interest policy is to protect this tax-exempt association’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the association or any “disqualified person” as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations and which might result in a possible “excess benefit transaction” as defined in Section 4958(c)(1)(A) of the Internal Revenue Code and as amplified by Section 53.4958 of the IRS Regulations. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Section 2. Conflict of Interest Avoidance Procedures
For purposes of this provision, the term “interest” shall include personal interest, interest as officer, executive board member, member, committee head or beneficiary of any concern and having an immediate family member who holds such an interest in any concern. The term “concern” shall mean any corporation, association, trust, partnership, limited liability entity, firm, person or other entity other than the organization.
No officer, executive board member or member of the association shall be disqualified from holding any office in the organization by reason of any interest in any concern. An officer, executive board member or member of the association shall not be disqualified from dealing, either as vendor, purchaser or otherwise, or contracting or entering into any other transaction with the association or with any entity of which the association is an affiliate. No transaction of the association shall be voidable by reason of the fact that any officer, member of the executive board or member of the association has an interest in the concern with which such transaction is entered into, provided:
- The interest of such officer, executive board member or member is fully disclosed to the membership.
- Such transaction is duly approved by the membership not so interested or connected as being in the best interests of the association.
- Payments to the interested officer, member of the executive board or member are reasonable and do not exceed fair market value.
- No interested officer, executive board member or member may vote or lobby on the matter or be counted in determining the existence of a quorum at the meeting at which such transaction may be authorized.
- The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval.
Article 12
Amendment of Bylaws
Section 1. Amendment
Subject to the power of the members, if any, of this association to adopt, amend, or repeal the bylaws of this association and except as may otherwise be specified under provisions of law, these bylaws, or any of them, may be altered, amended, or repealed and new bylaws adopted by approval of the executive board.
Article 13
Construction and Terms
If there is any conflict between the provisions of these bylaws and the articles of association of this association, the provisions of the articles of association shall govern.
Should any of the provisions or portions of these bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these bylaws shall be unaffected by such holding.
All references in these bylaws to the articles of association shall be to the articles of association, articles of organization, certificate of association, organizational charter, corporate charter, or other founding document of this association filed with an office of this state and used to establish the legal existence of this association.
All references in these bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.
ADOPTION OF BYLAWS
We, the undersigned, are all of the executive board members of this association, and we consent to, and hereby do, adopt the foregoing bylaws, consisting of __________ preceding pages, as the bylaws of this association.
Dated: __________
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