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 a current 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:
- Establish meeting dates, times, places and agendas
- Present recommendations to the board
- Establish a budget to be approved by the board
- Authorize unbudgeted expenses without board approval for any more than $50, or an amount
a limit to be determined by the board in advance
- Appoint committee chairpersons
- Act on behalf of the board to settle any timely business between meetings
The Executive committee may not:
- Amend or repeal any Bylaws or adopt new Bylaws
- 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
- 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), or Vice-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 of for 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:
- The assets and liabilities, including trust funds, if any of the corporation as of the end of the fiscal year.
- The revenue or receipts of the corporation, both restricted and unrestricted to particular purposes.
- The expenses or disbursements of the corporation for both general and restricted purposes.
- 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.
