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Article
I
Name
The name of the organization shall be Scottsdale
Parent Council, Inc. (the Corporation”).
Article II
Articles of
Organization
The articles of
organization of this Corporation include:
- the bylaws
of such Corporation and
- the certificate of
incorporation or articles of incorporation of such
Corporation.
Article
III
Purpose
Section 3.1 Purpose. These
Bylaws shall constitute the Bylaws of SCOTTSDALE PARENT COUNCIL,
INC., a corporation formed primarily for the following
purposes:
- To secure
adequate laws for the education, care and protection of children
attending Scottsdale Unified School District (the “District”)
schools;
- To monitor
the services provided by the District and to advocate for the
highest quality of education for all students attending school in
the District;
- To create
a closer relationship between home and school. To bring
local representatives of the school community together to work
cooperatively with the District to improve the education of all
children attending public school in the District;
- To
encourage a united effort between educators and the general public
to secure the highest advantages in education for the children
attending school in the District;
- To unify
and thereby strengthen the various parent / teacher associations
within the District (the “Member Schools”), representatives of
which will comprise the membership of this Corporation;
- To create
conference and cooperation between existing Member Schools.
To cooperate in the encouragement of public opinion favorable to
the best interests of the children attending school in the
District, including the encouragement of special projects by
Member Schools for the promotion of child welfare; and
- To act as a liaison
between District administration, Scottsdale Unified School
District Governing Board and Member Schools.
Section 3.2 Personal Application. The
objectives of the Corporation, as set forth herein will be promoted
through an educational program directed towards parents, teachers
and the general public within the District. All present or
future parents, guardians, teachers, administrative officials, and
Board members with the District who subscribe to the objectives of
the Corporation are subject to the regulations of these Bylaws as
set forth herein.
Section 3.3 Non-Profit Corporation.
The Corporation is an Arizona not-for-profit corporation, and is
organized and existing under and by virtue of the laws of the State
of Arizona within the meaning of Section 501 (c) (3) of the Internal
Revenue Code or corresponding section of any future Federal tax code
(hereinafter “Internal Revenue Code”). The Corporation shall
be noncommercial, nonsectarian and nonpartisan. The office of
the Corporation shall be located at the Education Center, 3811 North
44th Street, Phoenix, Arizona 85018 (the
“Office”).
Section 3.4 Distribution of Assets upon
Dissolution. Upon dissolution, the organization’s
assets shall be distributed equally to the Member Schools for
educational purposes.
Article
IV
Membership and Voting
Provisions
Section
4.1 Membership. Membership in the Corporation shall
consist of representatives from Member Schools and the Board of
Directors.
Section 4.2 Member School in Good Standing.
Membership dues are collected from Member Schools annually at the
beginning of each school year. Once Member Schools have paid their
dues they are designated “Member School in Good Standing” and they
have the right to vote for that school year.
Section 4.3 Member Votes. Each Member
School in Good Standing shall have one (1) vote in the
Corporation. Each Member School shall designate its own Parent
Council Representative(s). In the event the Parent Council
Representative(s) leaves the Member School, either voluntarily or by
operation of law, such Parent Council Representative’s vote shall
automatically terminate. The Member School must designate the
replacement for the Parent Council Representative. Each
position on the Board of Directors, excluding the Executive Board,
shall have one (1) vote. There is no prohibition on standing
committee co-chairs sharing that vote. Each member of the
Executive Board shall have one (1) vote. There is no
prohibition on an individual holding more than one voting
position. A roll-call vote shall be taken at the request of
any Member.
Section 4.4 Majority. A majority of
the votes of Members present at any meeting shall decide any
question unless the Bylaws, Articles of Incorporation or applicable
law shall provide otherwise, and in such event, the voting
percentage required in these Bylaws, the Articles of Incorporation,
or such applicable law shall control.
Article
V
Meetings of the
Membership
Section
5.1 Place. All meetings of the Members shall be held
at the Office, or at such other place and time as shall be
designated by the Executive Board of the Corporation and stated in
the notice of meeting.
Section 5.2 Notices. It shall be the
duty of the Communications Officer to prepare a notice of each
general meeting, stating the time and place thereof that shall be
sent to each member, at least five (5) days prior to such
meeting.
Section 5.3 Annual Meeting. An annual
meeting of Members shall be held in the spring of each year, for the
purpose of electing officers, reviewing reports of officers and
committees and transacting other business authorized to be
transacted by the Members.
Section 5.4 Special Meeting. Special
meetings of the Members for any purpose or purposes may be called by
the President or by the First Vice President via electronic mail or
telephone with at least five (5) days’ notice being given. The
President or First Vice President shall call a special meeting of
the Members when so requested by a majority of Members, a majority
of the Board of Directors, or a majority of the Executive
Board. Such notice shall state the time, place, and purpose of
the meeting.
Section 5.5 Quorum. At any meeting of
the Members, those Members entitled to vote at the meeting, present
in person or represented by written proxy, shall constitute a quorum
for the transaction of business, except as otherwise provided by
statute or the Articles of Incorporation.
Section 5.6 Adjourned Meeting. If any
meeting of the Members cannot be organized due to unruly, disruptive
behavior beyond the ability to conduct the business of the agenda,
the chair may adjourn the meeting to a time not less than 48 hours
from the time the original meeting was
called.
Article
VI
Executive Board
Section 6.1 Elective Officers.
The principal officers of the Corporation shall be known as the
Executive Board. The Executive Board shall consist of no less
than seven (7) and no more than eleven (11) voting positions.
These positions shall consist of a President, First Vice President,
Treasurer, Communications Officer and Recording Secretary. In
addition, the Executive Board may include up to six (6) additional
Vice Presidents. When selecting Executive Board members, three
guiding principles shall prevail: First and foremost, every
attempt shall be made to obtain balanced representation among the
Complexes (“Complex” is as defined by the District). Second,
consideration shall be given to fill necessary functions as deemed
appropriate by the Nominating Committee. Finally, an attempt
should be made to balance representation among elementary, middle
and high school levels.
Section 6.2 The President. The
President shall be the Chief Executive Officer of the Corporation
and shall preside at all meetings of the Members, Executive Board,
and Board of Directors. He or she shall, at the direction of
the Executive Board, have general supervision over the affairs of
the Corporation. The President shall have the power to appoint
individuals to act as chairman of standing committees and shall be
an ex-officio member of all standing
committees.
Section 6.3 Vice President(s). In the
absence of the President or in the event of his or her inability or
refusal to perform his or her duties, the First Vice President shall
perform the duties of the President and when so acting shall have
all the powers of and be subject to all the restrictions upon the
President. The Vice President(s) shall perform such other
duties as from time to time may be assigned to them by the President
or the Executive Board. The Nominating Committee may, at its
discretion, designate the First Vice President as
President-Elect.
Section 6.4 Recording Secretary. The
Recording Secretary shall:
- keep minutes of all
meetings of the Executive Board, Board of Directors and of all
general meetings of the Members;
- be the custodian of
the corporate records and of the seal of the Corporation;
- keep a register of the
names of all Members; and
- in general, shall
perform duties incident to the Recording Secretary and such other
duties as from time to time shall be assigned by the President or
the Executive Board.
Section 6.5 Communications Officer.
The Communications Officer shall:
- be responsible for all
correspondence to and from the Corporation;
- be responsible for
gathering information and making arrangements for printing of the
Directory;
- see that all notices
are duly given in accordance with the provisions of these Bylaws
or as required by law;
- maintain the e-mail
database;
- supervise the website;
and
- in general,
shall perform duties incident to the Communications Officer and
such other duties as from time to time shall be assigned by the
President or the Executive Board.
Section 6.6 Treasurer. The Treasurer
shall:
- be
custodian of all the funds and securities of the
Corporation;
- receive and give
receipts for monies due and payable to the Corporation from any
source whatsoever, and deposit all monies in the name of the
Corporation in such banks, trust companies or other depositories
as shall be selected in accordance with the provisions of these
Bylaws;
- keep such regular
books and accounts as may be necessary and appropriate for the
orderly management of the Corporation’s affairs, or have such
books and accounts kept under his or her direction and
supervision;
- render statements of
such accounts to the President, Executive Board, or Members when
so requested;
- shall chair the Budget
Committee; and
- in general, shall
perform all of the duties as from time to time shall be assigned
by the President or the Executive Board. If required by the
Executive Board, the Treasurer shall give bond for the faithful
performance of his or her duties in such sum and with such surety
or sureties as the Executive Board shall determine.
Section 6.7 Advisor. The Nominating
Committee may, at its discretion, appoint an Advisor as a non-voting
member of the Executive Board. The Advisor may be a previous
President.
Section 6.8 Combination of Offices.
Any two (2) of the offices herein above enumerated may be held by
one and the same person if such person is so elected or appointed,
except the offices of President and Recording
Secretary.
Section 6.9 Quorum. At any
meeting of the Executive Board, those Members entitled to vote at
the meeting, present in person or represented by written proxy,
shall constitute a quorum for the transaction of business except as
otherwise provided by statute or the Articles of
Incorporation.
Section 6.10 Replacement of Vacated
Positions. If the Presidency is vacated for any
reason, the First Vice President shall immediately assume the duties
of President for the remainder of his or her term. When other
positions are vacated on the Executive Board, the Communications
Officer shall contact the Board of Directors within three (3)
business days of the vacancy to notify it of the vacancy and to
instruct it to advance names of willing candidates to fill the
position(s) to the Communications Officer. These names must be
forwarded within ten days of notification of the vacancy.
Self-nominations are entirely appropriate during this period.
If the position vacated is the Communications Officer, these
responsibilities shall fall to the Recording Secretary.
The President shall then
either call a special meeting of the Board of Directors or wait
until the next scheduled meeting of the Board of Directors to
discuss and determine whether or not the vacated position should be
immediately filled or if the position should remain vacant until the
remainder of the term of office. If the Board of Directors
determines through a majority vote that the position should be
immediately filled, the general membership shall elect a replacement
from among the forwarded names.
Section 6.11 Powers and Duties. The
Executive Board shall have the powers and duties necessary for the
administration of the affairs of the Corporation. These powers
shall include the following:
- To
establish and collect dues from its Members (the “Dues”), and
develop a budget to carry out the purposes and powers of the
Corporation;
- To employ,
dismiss and control the personnel necessary for the operation of
the Corporation, including the right and power to employ
attorneys, accountants, contractors and other professionals as the
need arises;
- To engage
in the management of the business affairs of the
Corporation.
- To enforce
by legal means, if necessary, the provisions of the Articles of
Incorporation, the Bylaws and rules and regulations of the
Corporation, if any, and other documents and laws respecting the
Corporation.
- To create
and supervise such standing committees from the Members as they
shall deem necessary and appropriate.
- To make decisions and
act upon those decisions that reflect the purpose of the
Corporation. Such action taken by the Executive Board must
be announced and shared with the general Membership at the next
regularly scheduled membership meeting.
Section 6.12 Special Meeting. Special
meetings of the Executive Board for any purpose or purposes may be
called by the President or by the First Vice President with at least
three (3) business days notice being given via electronic mail or
telephone. When the purpose of the special meeting relates to
the potential issuance of a press release, a 24-hour notification
may be sufficient. The President or First Vice President shall
call a special meeting of the Executive Board when so requested by a
majority of Members or by a majority of the Board of Directors, or a
majority of the Executive Board. Such notice shall state the
time, place, and purpose of the meeting.
Section 6.13 Executive Board Action Without a
Meeting. Any action required or permitted to be taken
by the Executive Board at a meeting may be taken without a meeting
if the action is taken by unanimous written consent of the Executive
Board as evidenced by one or more written consents describing the
action taken, signed by each Executive Board Member and filed with
the minutes or corporate records. Written consents may be given by
Executive Board Members via electronic mail or facsimile. Action
taken by consent is effective when the last Executive Board Member
signs the consent, unless the consent specifies a different
effective date. A signed consent has the effect of a meeting vote
and may be described as such in any
document.
Article
VII
Board of Directors
Section 7.1 Membership. The
Board of Directors shall consist of the Executive Board and those
individuals appointed by the President to serve as chairs of the
standing committees. All members of the Board of Directors
shall serve for a period of one (1) year, corresponding to the
fiscal year of the Corporation, and must be a parent of a child who
attends school in the Scottsdale Unified School
District.
Section 7.2 Organizational Meeting.
The organizational meeting of the Board of Directors shall be held
at such place and at such time as shall be determined by the
President.
Section 7.3 Removal of
Directors. Any member of the Board of Directors
may be removed at any Board of Directors meeting, with or without
cause, by not less than a two-thirds (2/3) vote of the entire Board
of Directors. Pursuant to Section 7.1, above, the President
may appoint replacements to fill vacated standing-committee chair
positions.
Section 7.4 Disqualification and Resignation of
Directors. Any Board Member may resign at any time by
sending written notice of such resignation to the Communications
Officer of the Corporation. Unless otherwise specified
therein, such resignation shall take effect upon receipt by the
Communications Officer. More than three (3) consecutive
unexcused absences from regular meetings of the Board of Directors
shall automatically constitute a resignation to be effective as of
the conclusion of the last missed meeting.
Section 7.5 Regular Meetings. The
President may establish a schedule of regular meetings to be held at
such time and place as the President may designate. Notice of
such regular meetings shall nevertheless be given to each
Director by mail, email, or telephone, at least five (5) days
prior to the day named for such meeting.
Section 7.6 Special Meetings. Special
meetings of the Board of Directors for any purpose or purposes may
be called by the President or by the First Vice President with at
least three (3) business days notice being given via electronic mail
or telephone. The President or First Vice President shall call
a special meeting of the Board of Directors when so requested by a
majority of Members or by a majority of the Board of Directors, or a
majority of the Executive Board. Such notice shall state the
time, place, and purpose of the meeting.
Section 7.7 Board of Directors’
Quorum. At any meeting of the Board of Directors,
those Directors entitled to vote at the meeting, present in person
or represented by written proxy, shall constitute a quorum for the
transaction of business except as otherwise provided by statute or
the Articles of Incorporation.
Section 7.8 Fidelity Bonds. The Board
of Directors may require that all officers and employees of the
corporation handling or responsible for Corporation funds, shall
furnish adequate fidelity bonds or coverage. The Corporation
shall pay the premiums on such bonds or
coverage.
Article
VIII
Committees
Section 8.1 Committees. There
are two (2) kinds of committees: Standing and Special.
The Chairs report the work of all Committees to the Executive Board
and Members at general meetings. The names of all committee
members shall be made known to the general
membership.
Section 8.2 Standing Committees.
Standing committees include Complex Chairs, Elementary School
Liaison, Middle School Liaison, and High School Liaison. Chairs have
a term of one (1) year. These Committee Chairs shall assist in
the duties assigned to them by the President or the Board of
Directors.
Section 8.3 Special Committees.
Special committees extend only until the purpose of the committee is
accomplished. In addition to the committees below, the
Executive Board may create and appoint members of new special
committees as deemed necessary.
A. Audit Committee: The
Treasurer’s accounts shall be examined annually by an Audit
Committee of not fewer than three (3) people appointed by the
Executive Board. The Treasurer shall not serve on this
Committee but may meet with the Committee to assist with the
examination. The members of the Audit Committee shall sign and
submit, to the Membership, a statement noting the findings of the
annual audit when the examination is
complete.
B. Budget Committee: The
Budget Committee is composed of the Treasurer (Chair) and others
appointed by the Executive Board. This Committee prepares a budget
for the fiscal year and the Chair/Treasurer presents it to the
Members at the annual meeting for approval.
C. Bylaws Committee: Every
three years, a Bylaws Committee shall be appointed by the Executive
Board. The purpose of the Committee is to review the
Scottsdale Parent Council, Inc. Bylaws and submit proposed
amendments to the Board of Directors and Members for their review
and adoption. Additionally, the Executive Board may approve
the appointment of a Special Bylaws Committee to review and propose
amendments to this document in the interim as deemed
necessary.
D. Nominating Committee: A
Nominating Committee for the election of the Executive Board shall
be created by the end of February of each year. The Executive
Board shall appoint one of its members to serve on the Nominating
Committee. The remaining members of the Nominating Committee
shall consist of one (1) member from each Complex, selected by the
Complex representatives. The name of each Complex
representative serving on the Nominating Committee shall be
forwarded to the Communications Officer no later than the end of
February. The Nominating Committee shall elect a Chair at its
first meeting. The Nominating Committee shall develop and
recommend a slate of Executive Board Officers. The committee
may, at its discretion, appoint by majority vote, an Advisor to the
Executive Board pursuant to Article VI, Section 6.7. The
Nominating Committee shall secure the consent of the nominees to
serve and shall submit the name of at least (1) eligible candidate
for each elective office. Each candidate submitted shall be
chosen by a majority vote of the members of the Nominating
Committee. The Communications Officer shall notify the entire
membership of the proposed slate by the end of March. The
proposed slate shall be voted on at the annual meeting. Prior
to this vote, members present at the meeting may make additional
nominations, provided such nominees consent to hold office if
elected. The Nominating Committee shall follow the provisions
of Article VI, Section 6.1.
Article
IX
Fiscal Year
The Fiscal Year of the Corporation shall begin on June
16 and end on June 15 of the following
year.
Article
X
Parliamentary
Authority
The rules contained
in the current edition of Robert’s Rules of Order, Newly Revised
shall govern the Corporation in all cases to which they are not
inconsistent with these Bylaws, the Articles of Incorporation, or
any special rules of order the corporation may
adopt.
Article
XI
Indemnification
To the fullest extent permitted by law, members,
directors, officers, employees and agents of the Corporation shall
be indemnified by the Corporation in accordance with the provisions
of the Arizona Revised Statutes, Section 10-1005, as the same exists
or may hereafter be amended.
Article
XII
Amendment of Bylaws
These Bylaws may be amended at any regular meeting of
this organization by a two-thirds vote, providing that the amendment
has been submitted in writing at the previous regular
meeting. | 
