Skip to main content

SFPO Bylaws

SFPO Bylaws

 

April 1, 2013

 

Dear SRACS Members,

 

In reviewing the SRACS SFPO By-laws as part of my responsibility as President this year, it came to my attention that there are many discrepancies between the by-laws crafted years ago and the way that our organization actually operates.  There were also numerous typographical errors. It seemed appropriate to revisit the by-laws document in order to make the information in the By-laws more reflective of current SRACS culture and proven useful ways of conducting SRACS SFPO business. A By-laws Committee was recruited at the November SFPO meeting and myself, Evelyn Anderson, who was the SRACS SFPO President for the last four years, and Anna Williams agreed to participate.  We reviewed the By-laws document and are proposing the changes you will find made in the color red.  Some of these changes are spelling or grammatical fixes and others are more substantial.  According to the current By-laws any amendments must be submitted in writing at a board meeting and may not be voted on until the next board meeting, at which time they can be approved by a 2/3 majority vote. I will be submitting the proposed changes formally at the short SFPO meeting from 6:00 to about 6:30 or 6:45 on March 27th, before the New Family Welcome Event at 7:00 pm in the RVMS Library.  We are also posting the By-Laws with the proposed revisions on the SRACS website and on the wall outside of Pat Hood's office so that you can review it.

 

Please submit any comments, changes, etc. to me in writing by emailing me at bridget@artoflivinginstitute.orgor putting a letter in my SFPO President Box.  We will take all submissions into consideration as a Board and vote on the proposed revisions at the May Board meeting on May 15th.

 

Sincerely,

 

Bridget Palmer

President, SRACS SFPO

 

Bylaws

 

BYLAWS OF THE SANTA ROSA ACCELERATED CHARTER SCHOOL
STUDENT, FACULTY, PARENT ORGANIZATION, INC.
A California Nonprofit Public Benefit Corporation

 ARTICLE I. NAME

The name of this corporation is the Santa Rosa Accelerated Charter STUDENT, FACULTY, PARENT ORGANIZATION, INC. Referred to as “SFPO”.

ARTICLE II. OBJECT

This corporation is established as a service organization to provide services to the school community, to conduct activities to foster community spirit, involvement and awareness, and to raise funds to solely for the purposes of supporting school goals and programs.

Notwithstanding anything else on the Bylaws to the contrary, this corporation is organized exclusively for charitable and/or educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States internal revenue law. This corporation shall not, except to an insubstantial degree, engage in any activities not permitted to be carried on (a) by the corporation exempt from federal income tax under Setcion501(c)(3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States internal revenue law, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States Internal Revenue Law.

ARTCILE III. MEMBERSHIP AND DUES

The Corporation shall have one class of members consisting of parents of the students attending Santa Rosa Accelerated Charter School, students and staff of the Santa Rosa Accelerated Charter School, or any persons dedicated to the purposes of this corporation who have been approved for membership by the board of directors of the corporation (hereafter referred to as the “board”), and who have timely paid such dues as the board may fix from time to time.

ARTICLE IV. OFFICERS

Section 1. The officers shall be President(s), Vice-President, Secretary, Treasurer and Volunteer Coordinator. The President and Vice –President may elect to serve as Co-Presidents. These officers shall constitute the Executive Committee.

Section 2. A call for nominations for the officers shall be made at a Spring board meeting by a nominating committee consisting of three (3) active members appointed by the President(s) at the initial board meeting, at which time nominations may also be made from the floor by any interested party. A notice about nominations for officers will be sent to all parents and the information will be posted on the website. The consent of candidates must also be obtained before their name is placed in nomination. Board nominations shall be published on the website.

Section 3. The officers shall be elected by the general membership, by ballot, during the month of September August each year to serve for one (1) year. Should only one candidate be nominated for an office, the Secretary may conduct election of same candidate without the benefit of ballot. Officers may be re-elected. Term of office will be from September August - August, corresponding with the fiscal year. Each executive committee member shall be limited to a maximum of two (2) consecutive years per executive committee position. The nominee with the most votes from ballots will be elected.

Section 4. In the case of a vacancy on the Board or in any officership occurring during the Corporate year, the executive committee shall appoint a member to fill the post, except the Presidency, in which the Vice-President automatically becomes the President and a new Vice-President is appointed. In the case of Co-Presidents, a second president is appointed to fill the post.

Section 5. No member of the board of Trustees of the Santa Rosa City School District may hold office on the board or executive committee.

Section 6. An officer may be removed with or without cause by a majority of the members present at a meeting of the members duly called and held. Any officer may resign at any time by giving written notice to the corporation. The resignation shall take effect as of the last date the notice is received or at any later time specified in the notice and, unless otherwise specified in the notice, the resignation need not be accepted to be effective.

Section 7. No officer may hold more than one (1) elected office at a time.

ARTICLE V. DUTIES OF THE OFFICERS

Section 1. The President(s) shall preside at all the meetings of the board, executive committee and membership, shall exercise general supervision over the affairs and activities of the corporation and shall serve as a member ex-officio on all standing committees and special events committees. If the President desires to participate in debate, she or he may turn the chair over to the Vice-President or other such officer as she or he may select. The immediate past President may serve as a member of the board, ex officio, following his or her term.

Section 2. The Vice President shall assume all duties of the President in the latter’s absence. The Vice-President shall be chairperson of the “Enrichment Committee”. The Vice President shall provide administrative support for committees assigned by the President.

Section 3. The Secretary shall handle correspondence for the council and keep the minutes of every board meeting. Said minutes shall be an accurate record of all business transacted. The Secretary shall also maintain a file which includes acurrent copies of these Bylaws, the Standing Rules adopted by the board, and copies of memorandums and all other records required by law or maintained at the board’s request. The Secretary shall be responsible for the conducting of the annual election of the officers. The Secretary shall be the chairperson of the “Communications Committee”, if needed.

Section 4. The Treasurer shall receive all corporate funds and pay out funds as authorized by the approved budget or the board. She or he shall keep an accurate record of receipts and disbursements and submit a monthly report. She or he shall maintain a checking account and any other accounts required. The President(s), Vice-President, Secretary and Treasurer shall have alternate signature authority with two (2) signatures required on all checks. The Treasurer shall also ensure that all tax returns, forms or other reports required by state or federal governments are duly and timely filed. The Treasurer shall be the chairperson of the “Fundraising Committee”.

Section 5. The Volunteer Coordinator shall act as liaisons between staff and the board. The Volunteer Coordinator will recruit parent or community volunteers to fill positions as required by the staff or board. The Volunteer Coordinator shall be the chairperson of the “Student Committees” and “Classroom Help Committee”.

Section 6. Upon expiration of the term of office, or in the case of resignation or termination, each officer shall turn over to the President(s), without delay, all records, books and other materials pertaining to the office and shall return to the Treasurer, without delay, all funds belonging to the corporation.

Section 7. Officers are required to become familiar with and uphold the Bylaws, Standing Rules, and the provisions of any insurance policies purchased by the corporation.

ARTICLE VI. EXECUTIVE COMMITTEE

Section 1. The executive committee shall consist of the President, the Vice-President, the Secretary, the Treasurer and the Volunteer Coordinator of the corporation.

The executive committee shall have the authority to:

  1. Establish meeting dates, times, places and agendas
  2. Present recommendations to the board
  3. Establish a budget to be approved by the board
  4. Authorize unbudgeted expenses without board approval for any more than $50, or an amount a limit to be determined by the board in advance
  5. Appoint committee chairpersons
  6. Act on behalf of the board to settle any timely business between meetings

The Executive committee may not:

  1. Amend or repeal any Bylaws or adopt new Bylaws
  2. Take any final action on any matter that, under the California Nonprofit Public Benefit Corporation Law, also requires approval of the members or approval of a majority of all members
  3. Amend or repeal any board resolution that; by its express terms, is not so amendable or repeal able

ARTICLE VII. BOARD OF DIRECTORS

Section 1. The board shall be composed of the officers elected by the membership and a minimum of 12 voting members who commit to attending board meetings regularly, as well as the principal or his or her representative(s). and all committee heads as designated in these Bylaws.

Section 2. Only directors whose dues are paid and who have been are members of the corporation may vote. All board members must be members whose dues are paid as of the first held board meeting of the school year.

ARTICLE VIII. COMMITTEES

Section 1. There shall be such a committee created by the executive committee as may be required to carry on the work of the corporation. A sign-up sheet shall be available at Orientation in August in September the annual election meeting to solicit interested parties. The President shall appoint chairpersons in response to volunteers. Committee positions shall  may include, but not be limited to the following committees:

  • Fundraising Committee
  • Communication Committee
  • Enrichment Committee
  • Student Committees
  • Classroom Help Committee

ARTICLE IX. MEETINGS OF THE BOARD

Section 1. Regular Meetings. The board will meet monthly (September through May) at a time and place to be designated by the executive committee. These meetings are open to all members.

Section 2. Special Meetings. Special meetings of the board for any purpose may be called at any time by the President(s), orVice-President, or the Secretary, or by any two directors. A minimum of twenty-four (24) hours advance notice of the time and place of special meetings shall be given to each director. by either: (a) personal delivery of a written notice; (b) first class mail, postage pre-paid; (c) telephone, either directly to the director or to a person at the director’s home or office who would reasonably by expected to communicate that notice promptly to the director, or (d) telegram, charges prepaid. All such notices shall be given or sent to the director’s address or telephone number as shown on the records of the corporation. Notices sent by first-class mail, postage prepaid, shall be deemed delivered two (2) business days after deposited.

Section 3. Quorum. One-half (1/2) of the board members shall constitute a quorum for the transaction of business. For the purposes of settling timely business between meetings, a quorum may be made up of the executive committee.

Section 4. Proxy. Subject to the provisions of California Nonprofit Public Benefit Corporation Law, board members may not vote by proxy.

 

ARTICLES X. MEETINGS OF THE MEMBERSHIP

Section 1. Regularly held board meetings are scheduled monthly (September through May) at a time and place designated by the executive committee. General members are encouraged to attend.

Section 2. Annual Meeting. An annual meeting of the members shall be held in September each year, at a time and date to be specified by the board. Members shall be given notice of the time and date of the meeting. At this meeting, officers shall be elected and any other property business may be transacted. The Nominating Committee Secretary shall present nominations for officers. Nominations from the floor shall also be permitted. At this meeting, volunteers for committee chairpersons and committee members shall also be sought.

Section 3. Special Meeting of the Membership. A special meeting of the membership for any lawful purpose may be called at any time by the board or by the President(s), or by five (5) percent or more of the membership. A special meeting shall be called by written request, specifying the general nature of the business proposed to be transacted and submitted to the President, Vice-President, or Secretary of the corporation. The officer receiving the request shall cause notice to be given promptly to the members entitled to vote, stating that a meeting will be held at a specified time and date fixed by the executive committee, provided, however, that the meeting date shall be at least fifteen (15) days but no more than ninety (90) days after the receipt of the request. No business, other than the business the general nature of which was set forth in the notice of the special meeting, may be transacted at the special meeting.

Section 4. Quorum. Twenty-five percent (25%) of the voting power present in person or by proxy shall constitute a quorum offor the transaction of business.

Section 5. Voting. Subject to the provision of the California Nonprofit Public Benefit Corporation Law, members entitled to vote at any meeting of the membership shall be in good standing as of the record date determined by the board. For purposes of determining the members entitled to notice of any meeting, entitled for vote at any meeting, entitled to vote by written ballot, or entitled to exercise any rights with respect to any lawful action, the board shall, in advance, fix a record date. The record date so fixed shall not be more than sixty (60) days, and  not less than ten (10) days before that action.

ARTICLES XI. RULES OF ORDER

Section 1. The rules contained in Robert’s Rules of Order, Newly Revised shall govern this corporation in all cases in which they are applicable and not inconsistent with these bylaws.

Section 2. The board shall may establish standing rules for the corporation to formalize policies and procedures not part of these bylaws. The standing rules shall be consistent with these Bylaws and may be amended or modified by a majority vote at any board meeting.

Section 3. The board may adopt, from time to time, such rules and procedures as are consistent with these bylaws and necessary to carry out the indented intended purposes of the corporation.

ARTICLE XII. AMENDMENTS

These Bylaws may be amended at any board at any board meeting by a two-thirds (2/3) vote of the board, provided that the proposed amendment has been submitted in writing at a previous board meeting. No such amendments shall materially and adversely affect the rights of members as to voting or extend the term of a director beyond that for which the director was elected. These Bylaws may also be amended by the vote of a majority of the members present, in person or by proxy, at any membership meeting which was duly noticed and at which a quorum of the members are present.

ARTICLE XIII. INDEMNIFICATION

To the fullest extent permitted by law, this corporation shall indemnify its directors, officers, employees and to the persons described in Section 5238(a) of the California Corporation Code, including persons formerly occupying such positions, against all expense, judgments, fines settlements, and other amounts actually and reasonably incurred by them in connection with any “proceeding” as that term is used in that section, and including an action by or in the right of the corporation by reason of the fact that the person is or was a person described in that section. “Expenses,” as used in this these Bylaws, shall have the same meaning as in Section 5238(a) of the California Corporation Code.

ARTICLE XIV. INSURANCE

The corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, directors, employees, and other agents against any liability asserted against or incurred by any officer, director, employee or agent in such a capacity or arising out of the officer’s, director’s, employee’s, or agent’s status as such.

ARTICLE XV. BUDGET

Following the annual elections in September of each year, the newly elected executive committee will establish a tentative budget to be adopted by the Board with appropriate changes at the first board meeting of the school year.

ARTICLE XVI. ANNUAL REPORT

The board shall cause an annual report to be sent to the members and directors made available upon request within 120 days after the end of the corporation’s fiscal year. That report shall contain the following information, in appropriate detail, for the fiscal year:

  1. The assets and liabilities, including trust funds, if any of the corporation as of the end of the fiscal year.
  2. The revenue or receipts of the corporation, both restricted and unrestricted to particular purposes.
  3. The expenses or disbursements of the corporation for both general and restricted purposes.
  4. Any other information required by law.

The annual report shall be accompanied by any report on it of independent accountants or, if there is no such report, by the certificate of an authorized officer of the corporation that such statements were prepared without audit from the corporation’s books and records.

This requirement of an annual report shall not apply if the corporation receives less than $25,000 in gross receipts during the fiscal year, provided, however, that the information specified above for the inclusion in an annual report must be furnished to all directors and to any member who requests it in writing.

ARTICLE XVII. CONSTRUCTION AND DEFINITIONS

Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these bylaws.

ARTICLE XVIII. INSPECTION

Every director shall have the absolute right at any reasonable time to inspect the corporation’s books, records, documents of every kind, physical properties, and the records of each of its committees. The inspection may be made in person or by the director’s agent or attorney. The right of inspection includes the right to copy and make extracts of the documents

ARTICLE XIX. DISSOLUTION

Upon the dissolution and winding up of this Organization, after paying or adequately providing for the debts and obligations of the Organization, the remaining assets shall be distributed to a nonprofit fund, foundation or corporation, which is organized and operated exclusively for charitable, educational, or child related purposes and which has established its tax-exempt status under Section 501 (c) (3) of the Internal Revenue Code. No part of the net earning of this Organization shall ever inure to or for the benefit of or be distributable to its members, trustees, officers, or other private persons, except that the Organization shall be empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes for which it was formed.

 

 

Conflict of Interest Policy

 

Proposed Conflict of Interest Policy

October 21, 2006

 

To Download a Copy Please Click Here                                          

 

Article I. Purpose

 

The purpose of the conflict of interest policy is to protect the Santa Rosa Accelerated Charter School’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 school or might result in a possible excess benefit transaction. 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.

 

Article II. Definitions

 

1. Interested Person: Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

 

2. Financial Interest: A personal has a financial interest if the person has, directly or indirectly, through business, investment, or family:

a. An ownership or investment interest in an entity with which the school has a transaction or arrangement.

b. A compensation arrangement with the school or with any entity or in or individual with which the school has a transaction or arrangement, or

c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the school is negotiating a transaction or arrangement.

 

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

 

A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

 

Article III. Procedures

 

1. Duty to Disclose: In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

 

2. Determining Whether a Conflict of Interest Exists: After disclosure of the financial interest and all material facts, and after discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

 

3. Procedures for Addressing the Conflict of Interest

a. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

b. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

c. After exercising due diligence, the governing board or committee shall determine whether the school can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the school’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

  
4. Violations of the Conflicts of Interest Policy

a. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

b. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

 

Article IV: Records of Proceedings

 

The minutes of the governing board and all committees with board delegated powers shall contain:

a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.

b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

 

Article V: Compensation

 

a. A voting member of the governing board who receives compensation, directly or indirectly, from the school for services is precluded from voting on matters pertaining to that member’s compensation.

b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the school for services is precluded from voting on matters pertaining to that member’s compensation.

c. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the school, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

 

 

Article VI: Annual Statements

 

Each director, principal officer and member of a committee with governing board-delegated powers shall annually sign a statement, which affirms such person:

a. Has received a copy of the conflicts of interest policy.

b. Has read and understands the policy.

c. Has agreed to comply with the policy, and

d. Understands the school is charitable and in order to maintain its federal tax exemption it must engage primarily in activities that accomplish one or more of its tax-exempt purposes.

 

Article VII: Periodic Reviews

 

To ensure the school operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.

b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the school’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

 

Article VIII: Use of Outside Experts

 

When conducting the periodic reviews as provided for in Article VII, the school may, but need not, use outside advisors. If outside experts are used, the