BYLAWS OF CABRILLO PARENT TEACHER ORGANIZATION
A California Nonprofit Public Benefit Corporation
The name of this corporation shall be Cabrillo Parent Teacher Organization (the “corporation” or “Organization”).
The principal office for the transaction of the activities and affairs of this Organization is located at 601 Crespi Drive, Pacifica, CA 94044, in San Mateo County, California. The board of directors may change the location of the principal office. Any such change of location must be noted by the Secretary on these bylaws opposite this section, or this section may be amended to state the new location.
OBJECTIVES AND PURPOSES
The objectives of this Organization shall include, but shall not be limited to, the creation of an active, cohesive community of families, faculty and staff at Cabrillo School. This community will work to achieve the mission and goals of the Cabrillo School.
DEDICATION OF ASSETS
Section 1. The property of this nonprofit corporation is irrevocably dedicated to
charitable purposes. No part of the net income or assets of this corporation shall ever inure to the benefit of any director, officer or member thereof or to benefit any private persons.
Section 2. Upon the dissolution or liquidation of this nonprofit corporation, assets remaining after payment or provision for payment of all debts and liabilities of this corporation shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable purposes, provided that the receiving organization has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code.
Section 1. Qualifications. There shall be one class of membership in this Organization. All parents, guardians and relatives of students enrolled in Cabrillo School, Cabrillo School faculty and staff, and all other persons dedicated to the purposes of this Organization shall be eligible for membership on approval by the board and on timely payment of such dues and fees as the board may fix from time to time, if any.
Section 2. Rights of Membership. As set forth in these bylaws, all members shall have the right to vote on the election of the officers, on the disposition of all or substantially all of the Organization’s assets, on any merger of this Organization and its principal terms and any amendment of those terms, and on any election to dissolve the Organization. In addition, those members shall have all rights afforded members under the California Nonprofit Public Benefit Corporation Law.
Section 3. Termination of Membership.
(a) Causes of Termination. The membership of any member shall terminate upon occurrence of any of the following events:
(i) The resignation of the member, or such member who otherwise no longer meets the membership qualifications set forth in Article V, Section 1.
(ii) The failure of the member to renew his or her membership for the following year, should the board of directors set annual dues.
(iii) The determination by the board of directors or a committee designated to make such determinations that the member has failed in a material and serious degree to observe the rules of conduct of the Organization, or has engaged in conduct materially and seriously prejudicial to the interests of the Organization.
(b) Procedure for Expulsion. Following the determination that a member should be expelled under subparagraph (a)(iii) above, the following procedure shall be implemented:
(i) A notice shall be sent first-class or registered mail to the most recent address of the member as shown on the Organization’s records, setting forth the expulsion and the reasons therefore. Such notice shall be sent at least fifteen (15) days before the proposed effective date of expulsion. The notice to the member of his or her proposed expulsion shall state the date, time, and place of the hearing on his or her proposed expulsion.
(ii) The member being expelled shall be given an opportunity to be heard, either orally or in writing, at a hearing attended by at least a majority of the board of directors and held not fewer than five (5) days before the effective date of the proposed expulsion. The notice to the member on his or her proposed expulsion shall state the date, time, and place of the hearing on his or her proposed expulsion.
(iii) Following the hearing, the board of directors shall decide whether or not the member should in fact be expelled, or sanctioned in some other way. The decision of the board of directors shall be final.
(iv) Any person expelled from the Organization shall receive a refund only of any annual dues or membership assessments paid for the current year. Such a refund shall be prorated to return only the unaccrued balance remaining for the period of the dues payment.
Section 4. Transfer of Memberships. No member may transfer for value a membership or any right arising therefrom. All rights of membership cease upon the member’s death, resignation or disqualification.
MEETINGS OF MEMBERS
Section 1. Place of Meeting. Meetings of members may be held at any place within or without the State of California designated by the board of directors. In the absence of any such designation, meeting of members shall be held at the principal office of the Organization.
Section 2. Meetings.
(a) General Meetings: A general meeting of members shall be held twice a year at such time and place as the board may determine. At least one of the two general meetings shall be designated an annual meeting of members within the meaning of the California Nonprofit Corporation Law during which the directors shall be elected and other proper business may be transacted.
(b) Board Meetings. The PTO Board shall meet monthly during the school year as such time and place as the board may determine. Minimum meetings per year will be seven.
Section 3. Special Meeting. Special meetings of members of any lawful purpose may be called by the Board or the President. In addition, special meetings of members for any lawful purpose may be called by five (5) percent or more of the members.
If a special meeting is requested by members, the request shall be submitted by such members in writing, specifying the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by secure electronic means or by facsimile transmission to the President, Vice President, or the Secretary of the Organization. The officer or director receiving the request shall cause notice to be promptly given to the members entitled to vote, that a meeting will be held, and the date for such meeting, which date shall be not less than ten (10) nor more than ninety (90) days following the receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, the persons requesting the meeting may give the notice. Nothing contained in this subsection shall be construed as limiting, fixing, or affecting the time when a meeting of members may be held when the meeting is called by action of the board of directors.
Section 4. Notice of Members’ Meetings.
(a) General Notice Provisions. All notices of meetings of members shall be sent or otherwise given in accordance with subsection (c) of this section of Article VI not less than ten (10) nor more than ninety (90) days before the date of the meeting. The notice shall specify the place, date, and hour of the meeting and (1) in case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (2) in the case of the general meeting, those matters which the board, at the time the notice is given, intends to present for action by the members. The notice of any meeting at which officers are to be elected shall include the names of all those who are nominees at the time the notice is given to members.
(b) Notice of Certain Agenda Items. If action is proposed to be taken at any meeting for approval of any of the following proposals, the notice shall also state the general nature of the proposal. Member action on such items is invalid unless the notice or written waiver of notice states the general nature of the proposal(s):
(i) Removing a director without cause; (ii) Filling vacancies on the board of directors by the members; (iii) Amending the articles of incorporation of this Organization; (iv) Voluntarily dissolving the Organization.
(c) Manner of Giving Notice. Notice of any meeting or any report shall be given in one of the following means:
(i) Personally by announcement at the previous member meeting;
(ii) For those members who are members by way of being a parent, guardian or relative of a student of the Cabrillo School, by sending the notice to such members’ homes with the student;
(iii) By posting in prominent locations in the place where the principal office of the Organization is located (e.g., Cabrillo School teachers’ lounge, bulletin boards, and/or office);
(iv) By first-class mail, secure electronic mail, or other means of written communication, addressed to the member at the address of such member appearing on the books of the Organization or given by the member to the Organization for purpose of notice.
Notice shall be deemed to have been given at the time when announced at a meeting, posted in the Cabrillo School, delivered by children to their parents, guardian or relative, placed into first-class mail, or sent by secure electronic means. An affidavit of giving of any notice or report in accordance with the provisions of this part, executed by the Secretary, Assistant Secretary of the Organization, and if so executed, shall be filed and maintained in the minute book of the Organization.
(d) Adjourned Meetings and Notices Thereof. When a members’ meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. No meeting may be adjourned for more than forty-five (45) days. At the adjourned meeting the Organization may transact any business which might have been transacted at the original meeting. If, after the adjournment, a new record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each member who, on the record date for notice of the meeting, is entitled to vote at the meeting.
(e) Waiver of Notice or Consent by Absent Members. The transactions of any meeting of members, however called and noticed, and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof. Neither the business to be transacted at nor the purpose of any regular or special meeting of members need be specified in any written waiver of notice, except that if action is taken or proposed to be taken for approval of any of the matters specified in Article VI, Section 4(b), the waiver of notice or consent shall state the general nature of the proposal. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
(f) Waiver by Attendance. Attendance of a person at a meeting shall constitute a waiver of notice of and presence at such meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters required by this part to be included in the notice but not so included, if such objection is expressly made at the meeting.
Section 5. Quorum.
(a) Number Required. A quorum for any general meeting shall consist of three quarters members. Should less than 75% of the voting power represented, then the only matters that may be voted upon at any regular meeting actually attended, in person or by proxy, are matters in which notice of the general nature of which was given pursuant to Section 4(a).
(b) Loss of Quorum. The members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum.
(c) Absence of a Quorum. In the absence of quorum, any meeting of members may be adjourned from time to time by the vote of a majority of the votes represented either in person or by proxy, but no other business may be transacted.
Section 6. Voting.
(a) Eligibility to Vote. Each member shall be entitled to one (1) vote on each matter submitted to a vote of the members. Members are eligible to vote on any matter presented for a vote by the members.
(b) Manner of Casting Votes. Voting may be by voice, ballot or email, provided that any election of officers must be by ballot if demanded by any member before the voting begins.
(c) Only Majority of Members Represented at Meeting Required, Unless Otherwise Specified. If a quorum is present, the affirmative vote of the majority of the members represented at the meeting, entitled to vote and voting on any matter (other than the election of officers), shall be the act of the members, unless the vote of a greater number or voting by classes is required by California Nonprofit Corporation Law or by the articles of incorporation of this Organization.
Section 7. Action by Written Consent Without a Meeting.
(a) General. Any action which may be taken at any regular or special meeting of members may be taken without a meeting if the Organization distributes a written ballot to every member entitled to vote on the matter. Such ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of any proposal, and provide a reasonable time within which to return the ballot to the Organization.
(b) Quorum. Approval by written ballot pursuant to this section 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 at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
(c) Solicitation of Written Ballots. All such solicitations shall indicate the number of responses needed to meet the quorum requirement and, with respect to ballots other than for the election of officers, shall state the percentage of approvals necessary to pass the measure submitted. The solicitation must specify the time by which the ballot must be received in order to be counted.
(d) Revocation. A written ballot may not be revoked after delivery of deposit in the mails or sent by secure electronic means, whichever first occurs.
Section 8. Record Date for Member Notice, Voting, Giving Consents, and Other Actions.
(a) To be Determined by Board of Directors. For the purposes of determining which members are entitled to receive notice of any meeting, the board of directors may fix, in advance, a “record date,” which shall not be more than ninety (90) nor less than ten (10) days before the date of any such meeting. For the purposes of determining which members are entitled to vote, to give consent to corporate action without a meeting, or to take any other action, the board of directors may fix, in advance, a “record date,” which shall not be more than sixty (60) nor fewer than ten (10) days before the date of any such meeting. Only members of record on the date so fixed are entitled to receive notice, to vote, to give consents, or take other action, as the case may be, notwithstanding any transfer of any membership on the books of the Organization after the record date, except as otherwise provided in the articles of incorporation of this Organization, by agreement, or in the California Nonprofit Public Benefit Corporation Law.
(b) Failure of Board to Determine Date.
(i) Record Date for Notices. Unless fixed by the board of directors, the record date for determining those members entitled to receive notice of a meeting of members, shall be the business day preceding the day on which notice is given, or, if notice is waived, the business day preceding the day on which the meeting is held.
(ii) Record Date for Voting. Unless fixed by the board of directors, the record date for determining which members are entitled to vote at a meeting of members shall be the day of the meeting.
(iii) Record Date for Written Consent to Action Without Meeting. Unless fixed by the board of directors, the record date for determining those members entitled to vote by ballot on corporate action without a meeting, when no prior action by the board has been taken, shall be the day on which the first written ballot is mailed or solicited. When prior action of the board has been taken, it shall be the day on which the board adopts the resolution relating to that action.
(iv) Record Date for Other Actions. Unless fixed by the board of directors, the record date for determining those members entitled to take any other action shall be the date the board adopts the resolution relating thereto, or the sixtieth (60th) day prior to the date of such other action, whichever is later.
(v) “Record Date” Means as of Close of Business. For purposes of this paragraph (b), a person holding membership as of the close of business on the record date shall be deemed the member of record.
ELECTION OF OFFICERS
Section 1. Elected Officers. The Organization shall have the officers identified in Article VIII below.
Section 2. Nomination and Election of Officers. The President, Vice Presidents, and Secretary shall be nominated to serve as officers for a term of one year. Any member may nominate candidates for office by petition. The petition must be signed by the nominating member and delivered to the Secretary of the Organization at least one month prior to the general meeting at which the elections will take place. Upon receipt of petitions for nomination, the existing board of directors shall select a slate of nominees to present for approval by the members at the general meeting. Members shall be given at least one month notice that the nomination period is open.
Any member shall be eligible for elected office. Up to two people may be elected to share one office as co-officers. The President, Vice Presidents, and Secretary shall be elected by a simple majority vote at the general meeting in May. Upon election, officers shall serve by designation on the board of directors as described in Article IX, Section 2.
Section 3. Appointed Officers. After the President, Vice President, and Secretary have been duly elected at the May general meeting, the resulting board of directors, as designated in Article IX, Section 2, shall appoint, by majority vote, a Treasurer or co-Treasurer to serve a one-year term as officer and member of the board.
DUTIES OF OFFICERS
Section 1. President. The President shall:
(a) Serve as general manager and chief executive officer of the Organization;
(b) Prepare the agenda for and chair all board and general meetings;
(c) Act as the official representative for the Organization;
(d) Supervise work of officers and standing committees;
(e) Serve on the audit committee;
(f) Act as liaison between the Organization and school administration;
(g) Conduct business of the Organization as authorized by the board of directors; and
(h) Perform other duties as determined from time to time by the board of directors.
Section 2. Vice President for Classroom Liaisons. The Vice President for Classroom Liaisons shall:
(a) Determine grade level representatives for Liaisons, and Chairpersons for the Library, Conflict Resolution and all other committees or activities requiring chairpersons under his/her supervision;
(b) Help each Chair coordinate orientations and/or trainings;
(c) Oversee all activities and events under his/her supervision;
(d) Act in President’s absence at meetings and functions;
(e) Communicate any issues regarding this area to the board of directors and/or Cabrillo School administration; and
(f) Perform other duties as determined from time to time by the board of directors.
Section 3. Vice President for Visual & Performing Arts. The Vice President for Visual & Performing Arts shall:
(a) Determine the Chairs of each creative art department; (b) Work with the Chairs on curriculum, scheduling, and staffing issues;
(c) Work with the Chairs to ensure each grade representative and volunteer has curriculum and classroom management procedures;
(d) Help each chair coordinate orientations, training sessions and quarterly meetings; (e) Communicate with the Principal and Teacher Liaisons regarding creative arts
(f) Bring creative arts issues to the board of directors and/or Cabrillo School administration; and
(g) Perform other duties as determined from time to time by the board of directors. Section 4. Vice President for Fundraising. The Vice President for Fundraising shall: (a) Determine the Chairs of each fundraising committee; (b) Oversee all fundraising activities;
(c) Communicate any fundraising issues to the board of directors; and
(d) Perform other duties as determined from time to time by the board of directors.
Section 5. Vice President for Program Enhancement. The Vice President for Program Enhancement shall:
(a) Determine the Chairs of all committees under his/her supervision;
(b) Oversee all activities of these committees; and
(c) Bring any issues regarding these committees to the board of directors and/or Cabrillo School administration.
Section 6. Vice President for Upper Grade Coordinators. The Vice President for Upper Grade Coordinators shall:
(a) Determine the Chairs for all committees under his/her supervision;
(b) Oversee all activities of these committees;
(c) Bring any issues regarding these committees to the board of directors and/or Cabrillo School administration; and
(d) Perform other duties as determined from time to time by the board of directors.
Section 7. Secretary. The Secretary shall: (a) Keep an accurate account of the proceedings of all general meetings and meetings
of the board of directors;
(b) Post and be prepared to read, if requested, the minutes of any previous general meetings;
(c) Handle correspondence;
(d) Keep a folder of all pertinent correspondence and copies of outgoing letters for future reference;
(e) Provide minutes of previous meeting to the board of directors at least one week in advance of the next scheduled meeting;
(f) Serve on the audit committee;
(g) Supervise the Newsletter editor and Public Relations representative; and
(h) Perform other duties as determined from time to time by the board of directors.
Section 8. Treasurer. The Treasurer shall:
(a) Serve as the chief financial officer of the Organization;
(b) Oversee all activities and work under his/her supervision;
(c) Receive all monies for the Organization and deposit them in the name of the Organization in a bank approved by the board of directors;
(d) Present a statement of account at every meeting of the Organization and at other times, when requested by the board of directors, and make a full annual report to the members of the Organization;
(e) Keep such permanent books of account and records as sufficient to establish items of gross income, receipts and disbursements of the Organization. Such books of account and records shall, at reasonable times, be open to inspection to any member;
(f) Prepare and submit a tentative budget, with the aid of the President, for approval by the board of directors and to report to the members;
(g) Prepare and submit tax returns; (h) Prepare the annual report at the end of the school year; (i) Serve on the audit committee;
(j) Request ratification of all necessary expenditures;
(k) Apprise Cabrillo School administration of financial concerns (i.e., checks returned); and
(l) Perform other duties as determined from time to time by the board of directors.
BOARD OF DIRECTORS
Section 1. General and Specific Powers of the Board.
(a) General Corporate Powers. Subject to the provisions of the California Nonprofit Corporation Law and any limitations in the articles of incorporation of this Organization and these bylaws relating to action required to be approved by the members, the business and affairs of the Organization shall be managed, and all corporate powers shall be exercised, by or under the direction of the board of directors.
(b) Specific Powers. Without prejudice to these general powers, and subject to the same limitations, the Directors shall have the power to:
(i) Select and remove all officers, agents and employees of the Organization; prescribe any powers and duties for them that are consistent with law, with the articles of incorporation of this Organization, and with these bylaws.
(ii) Change the principal executive office or the principal business office in the State of California from one location to another; cause the Organization to be qualified to do business in any other state, territory, dependency, or country and conduct business within or outside the State of California; and designate any place within or outside the State of California for the holding of any members’ meeting or meetings, including annual meetings.
(iii) Borrow money and incur indebtedness on behalf of the Organization and cause to be executed and delivered for the Organization’s purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidence of debt and securities.
Section 2. Number and Designation of Directors.
(a) The board of directors shall consist of the following persons: (1) the seven elected officers, comprising the President, five Vice Presidents and Secretary, (2) the Treasurer, (3) the Cabrillo School Principal (or his/her designee), and (4) one teacher representative, it being recognized that one individual may serve in more than one office. The precise number of directors shall be designated by the board from time to time, but in any event shall not be less than [three (3)] nor more than [fifteen (15)].
(b) The teacher representative shall be a volunteer from the teaching staff and is not limited to a specific person.
Section 3. Term of Office. All officers designated as board members, including the Treasurer, shall hold office for a term of one year, coincident with their term as an officer of the Organization. The term shall start in June and end in June of each year. The teacher representative and the Principal or Principal representative shall serve until they are no longer the teacher representative or Principal of Cabrillo School.
Section 4. Vacancies of Board of Directors.
(a) Events Causing Vacancy. A vacancy or vacancies in the board of directors shall be deemed to exist on the occurrence of the following: (i) the death, resignation, or removal of any director; (ii) the declaration by resolution of the board of directors of a vacancy of the office of a director who has been declared of unsound mind by an order of court or convicted of a felony or has been found by final order of judgment of any court to have breached a duty under the California Nonprofit Corporation Law; (iii) the vote of the members to remove a director (where the vote is by written ballot, a director may not be removed if the votes cast against removal, or not consenting thereto, would be sufficient to elect such director, as in the case of voting at a meeting, above); (iv) the increase of the authorized number of directors; (v) the failure of the members, at any meeting of members at which any director or directors are to be elected, to elect the number of directors to be elected at such meeting; or (vi) a vacancy that is created when any of the foregoing actions with respect to an officer who is also a director, it being understood that when an officer ceases to be an officer, he or she also ceases to be a director.
(b) Resignations. Except as provided in this paragraph, any director may resign; provided that any director who is also an officer shall resign the positions of officer and director simultaneously. A resignation shall be effective on written notice to the President, the Secretary, or the board of directors, unless the notice specifies a later time for the resignation to become effective. If the resignation is effective at a future time, the board of directors may elect a successor to take office as of the date when the resignation becomes effective. No director may resign when the Organization would then be left duly without a duly elected director or directors in charge of its affairs.
(c) No Vacancy on Reduction of Number of Directors. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.
(d) Restricting on Interested Directors. Not more than forty-nine percent (49%) of the persons serving on the board of directors at any time may be interested persons. An interested person is (1) any person being compensated by the Organization for services rendered to it within the previous twelve (12) months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as director; and (2) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in- law, mother-in-law, or father-in-law of any such person. However, any violation of the provisions of this paragraph shall not affect the validity or enforceability of any transaction entered into by the Organization.
Section 5. Meetings of Board of Directors. The board of directors shall meet once a month when school is in session, and in special session when called by the President or by a simple majority of the board of directors, in order to:
(a) Conduct the business of the Organization as directed by the membership;
(b) Ratify all expenditures necessary for the normal operation of the Organization; or
(c) Approve presidential appointments for Special and Standing Committees or their Coordinators.
Section 6. Notice of Meeting, Quorum, Phone Voting. Regular meetings of the board may be held without notice if the time and place of the meetings are fixed by the board. Special meetings of the board shall be held upon four days’ notice by first-class mail or 48 hours’ notice delivered personally or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, telegraph, facsimile, electronic mail, or other electronic means. A majority of the number of directors authorized in these bylaws shall constitute a quorum of the board for the transaction of business. Approval of matters before the board requires a simple majority vote. The board of directors may use a phone vote to expedite business between scheduled meetings so long as it is a conferencing system whereby all members of the board can hear each other simultaneously.
Section 7. Voting.
(a) Eligibility to Vote. Each board member shall be entitled to one (1) vote on each matter submitted to a vote of the board of directors. Board members are eligible to vote on any matter presented for a vote by the board members.
(b) Manner of Casting Votes. Voting may be by voice or ballot.