BY-LAWS OF PARENTS ACROSS AMERICA PUGET SOUND
ARTICLE I – Purposes
Parents Across America Puget Sound (PAA-PS) is a non-partisan grass-roots organization that connects parents and other education advocates to share ideas and work together to improve public schools throughout the Puget Sound.
ARTICLE II – Members
Section 2.1. Organizational members: PAA-PS shall designate one member, preferably a current or former public school parent, to represent the Chapter conference call meetings, at the annual meeting of the Members (as defined below) or any special meeting of the Members called in accordance with Section 2.4b. Organizational Members shall assume responsibility for the organization and development of their own local entities.
Section 2.2. At-large members: At-large members (“At-Large Members” and, together with Organizational Members, the “Members”) shall include any individuals not belonging to a Chapter or Affiliate, who have an interest in improving public education and strengthening parent involvement and decision-making powers in public schools and who become Members pursuant to the guidelines established by the Steering Committee. At-Large Members may be removed by the affirmative majority vote by the Steering Committee.
Section 2.3. Dues: Membership dues are set by the Steering Committee based on a majority vote and are payable annually in the manner determined from by the Steering Committee.
At-large members will not be required to pay dues.
Section 2.4. Membership meetings:
- Monthly meetings: The monthly meeting of the Members shall take place at a time and place designated by the Steering Committee. The meetings may be held via telephone, Internet conference call or other available, generally accessible means. The agenda for the meetings will be provided in a timely manner.
- Special Meetings: Special meetings of the Members may be called by the Steering Committee or by twenty-five percent (25%) of the current Members for the purpose of discussing critical issues facing PAA-PS. These meetings may be held via telephone, Internet conference call or other available, generally accessible means. The agenda for the meetings will be provided in a timely manner.
- Quorum and Voting: Each Member is entitled to one vote at meetings. At-Large Members shall not have voting rights. A quorum shall consist of one-half plus one of the Members at the time of voting. A simple majority of a quorum is required to pass any motion, unless otherwise specified by the Steering Committee.
Section 2.5. Diversity: PAA-PS is open to and supports having a membership that reflects the diversity of the demographics of public school parents across the Puget Sound region.
ARTICLE III – Chapters and Affiliates
Section 3.1. Chapters: PAA-PS is open to having members from outside the Puget Sound region but inside Washington State. We will help members outside the Puget Sound region develop their own Chapter. Current or former public school parents and public school advocates and community members with an interest in the improvement of public education and in strengthening parent involvement and decision-making in the schools may establish local chapters of PAA-PS (“Chapters”) and become Organizational Members of PAA-PS, upon approval by the Steering Committee.
ARTICLE IV – Steering Committee
Section 4.1. General Powers. The Steering Committee shall exercise authority over PAA-PS policies and programs. The Steering Committee shall call its own meetings, develop agendas for those meetings, provide agendas in a timely manner and chair the meetings. The Steering Committee shall see that minutes are kept of all of its meetings, and that these minutes are open to the inspection of the Members.
Section 4.2. Number. The number of members of the Steering Committee shall be fixed by resolution of the Steering Committee from time to time and shall never be less than three (3). The Steering Committee shall be elected annually by the Members as described in Section 4.6 with two year commitments and rotation.
Section 4.3 Eligibility. To the extent possible, the Steering Committee shall reflect the demographic diversity of our region’s public schools and include current public school parents.
Section 4.4 Nomination process. Nominations shall be open and held on an annual basis.
Section 4.5. Term of office. Each Steering Committee member shall hold office for a two (2) year term beginning on the date of his or her election and ending on the second (2nd) anniversary of such date, or until his or her successor shall have been elected and qualified, unless prior thereto he or she becomes disqualified to hold the office of Steering Committee member or until the effective date of his or her resignation or removal, except that for the initial election, half plus one of the Steering Board members shall be nominated for two-year terms and the other Steering Board members shall be nominated for one-year terms. Steering Committee members may serve up to three (3) consecutive terms. Any Steering Committee member may resign from office by giving notice to the Steering Committee members.
Section 4.6. Election. Steering Committee members shall be elected by a majority vote of the eligible voting Members from the list of candidates on the Annual Ballot.
Section 4.7. Vacancies. Any vacancy occurring in the Steering Committee other than by expiration of term of office, shall be filled by a majority vote of the Steering Committee then in office, or if the number of Officers then in office is less than a quorum, by unanimous written consent of the Officers then in office. An Officer elected to fill a vacancy shall hold office for the unexpired term of his or her predecessor in office.
Section 4.8. Removal. Officers may be removed by a two-thirds vote of the Officers (excluding for this purpose the vote of the Officer who is subject to the removal proceedings). Such action shall be taken at a regular meeting of the Steering Committee or at a special meeting called for such purpose. Agenda will be provided in a timely manner.
Section 4.9. Enumeration. The Officers of the Steering Committee shall be a chairperson (the “Chairperson”), a second-chair (the “Second-Chair”), a secretary (the “Secretary”) and a treasurer (the “Treasurer”). The Steering Committee may also elect one or more other Officer(s) as it shall deem appropriate. Officers whose authority and duties are not prescribed in these By-laws shall have the authority and perform the duties prescribed, from time to time, by the Steering Committee. Any two or more offices may be held by the same person, except for the offices of Chairperson, Secretary and Treasurer.
Section 4.10. Chairperson. The Chairperson shall be the principal executive officer of PAA-PS. Subject to the direction and control of the Steering Committee, the Chairperson shall have general supervision, direction and control of the business and affairs of PAA-PS and shall perform all duties incident to the office of Chairperson and such other duties as may be assigned to him or her by the Steering Committee. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of PAA-PS or a different mode of execution is expressly prescribed by the Steering Committee, the Chairperson may execute for PAA-PS any contracts, deeds, mortgages, bonds, or other instruments which the Steering Committee has authorized to be executed, and he or she may accomplish such execution either under or without the seal of PAA-PS and either individually or with the Secretary, any assistant Secretary, or any other officer thereunto authorized by the Steering Committee, according to the requirements of the form of the instrument.
Section 4.11. Secretary. The Secretary (i) shall keep a record of all proceedings of the Steering Committee in a book to be kept for that purpose, (ii) see that all notices are duly given in accordance with the provisions of these By-laws or as required by law, (iii) be custodian of the corporate records and of the seal of PAA-PS and (iv) perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the Chairperson or by the Steering Committee.
Section 4.12. Treasurer. The Treasurer shall have the custody of the corporate funds and shall keep full and accurate accounts of receipts and disbursements in books belonging to PAA-PS and shall deposit all moneys and other valuable effects in the name and to the credit of PAA-PS in such depositories as may be designated by the Steering Committee. The Treasurer shall disburse the funds of PAA-PS as may be ordered by the Steering Committee.
ARTICLE V – Steering Committee Meetings
Section 5.1. Annual Meeting. A regular annual meeting of the Steering Committee shall be held at such time and place as may be fixed by the Steering Committee. The agenda will be provided in a timely manner.
Section 5.2. Other Regular Meetings. The Steering Committee shall meet as a group as often as it shall deem necessary to accomplish its duties and the agenda will be provided in a timely manner.
Section 5.3. Special Meetings. Special meetings of the Steering Committee may be called by or at the request of the Chairperson or any three (3) Officers.
Section 5.4. Quorum. At all meetings of the Steering Committee, a majority of the total number of Officers shall constitute a quorum for the transaction of business, provided that if less than a majority of the Officers is present at said meeting, a majority of the Officers present may adjourn the meeting to another time without further notice.
Section 5.6. Attendance by Telephone or Internet. Officers may participate in any meeting through the use of a conference telephone, internet webinar program, or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. Officers attending these meetings must announce their presence in, and, if relevant, their departure prior to adjournment of the meeting.
ARTICLE VI – General Provisions
Section 6.1. Contracts. The Officers may authorize any officer or officers or agent or agents of the Steering Committee to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Steering Committee and such authority may be general or confined to specific instances.
Section 6.2. Checks, Drafts, Etc. All funds of the PAA-PS shall be deposited from time to time to the credit of the PAA-PS in such banks, trust companies, or other depositories as the Steering Committee may select. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the PAA-PS, shall be signed by such Officer or Officers or agent or agents of the PAA-PS and in such manner as shall from time to time be determined by resolution of the Steering Committee. In the absence of such determination by the Steering Committee, such instruments shall be signed by the Chairperson.
Section 6.3. Fiscal Year. The fiscal year of the PAA-PS shall begin on the first day of January and end on the last day of December in each year.
ARTICLE VII – Indemnification and Insurance (Dora will talk to attorney who wrote these Bylaws about whether or not PAA-PS should leave this section in our Bylaws or take it out.)
Section 7.1. PAA-PS shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the PAA-PS) by reason of the fact that he or she is or was a chairperson, officer, employee or agent of PAA-PS, or who is or was serving at the request of the PAA-PS as a chairperson, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the PAA-PS, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best interests of PAA-PS, or, with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his or her conduct was unlawful.
Section 7.2. PAA-PS shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of PAA-PS to procure a judgment in its favor by reason of the fact that such person is or was a chairperson, officer, employee or agent of PAA-PS, or is or was serving at the request of PAA-PS as a chairperson, officer, employee or agent of another Corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of PAA-PS, provided that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to PAA-PS, unless, and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.
Section 7.3. Right of Indemnity. To the extent that a director, officer, employee or agent of PAA-PS has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.
Section 7.4. Determination of Conduct. Any indemnification under Sections 1 and 2 of this Article (unless ordered by a court) shall be made by PAA-PS only as authorized in the specific case, upon a determination that indemnification of the chairperson, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article. Such determination shall be made (i) by the Steering Committee by a majority vote of a quorum consisting of Officers who were not parties to such action, suit or proceeding or (ii) if such a quorum is not obtainable, or, even if obtainable, if a quorum of disinterested Officers so directs, by independent legal counsel in a written opinion.
Section 7.5. Expenses and Advances. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by PAA-PS in advance of the final disposition of such action, suit or proceeding, as authorized by the Steering Committee in the specific case, upon receipt of an undertaking by or on behalf of the chairperson, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by PAA-PS as authorized in this Article.
Section 7.6. Other Rights. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any agreement, vote of disinterested Officers, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be the chairperson, officer, employee or agent, and shall inure to the benefit of the heirs, executors and administrators of such a person.
Section 7.7. Insurance. PAA-PS may purchase and maintain insurance on behalf of any person who is or was the chairperson, officer, employee or agent of PAA-PS, or who is or was serving at the request of PAA-PS as the chairperson, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not PAA-PS would have the power to indemnify such person against such liability under the provisions of this Article.
Section 7.8. Contract With the Corporation. The provisions of this Article shall be deemed to be a contract between PAA-PS and the chairperson, officer, employee or agent who serves in any such capacity at any time while this Article amended, or other applicable law, if any, are in effect, and any repeal or modification of such law or of this Article shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon such state of facts.
ARTICLE VIII – Non-Discrimination
PAA-PS does not discriminate on the basis of race, color, religion, gender, sexual orientation, age, disability, family status, veteran status or national origin in its programs or activities or in its hiring and employment practices. PAA-PS is committed to a work and program environment in which relationships are characterized by dignity, courtesy, respect, and equitable treatment; there is opportunity for participation, challenge, broadening of experiences, and advancement; and employees, officers, members and constituents receive support, recognition, and appreciation for a job well done.
ARTICLE IX – Gifts and Programs
The Steering Committee may accept on behalf of PAA-PS any contribution, gift, bequest or devise for the general purposes or for any special purpose of PAA-PS. PAA-PS may also make gifts to other charitable organizations (including governmental entities in the United States) and for such other charitable purposes as the Officers in its discretion may determine.
ARTICLE X – Books and Records
PAA-PS shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Steering Committee.
ARTICLE XI – Action by Consent in Lieu of Meeting
Any action that is required under the provisions of these Bylaws, or any other action may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the persons entitled to vote on the action. The consent shall be evidenced by one (1) or more written approvals, each of which sets forth the action taken and bears the signature of one (1) or more of the persons entitled to vote on the action. All the approvals evidencing consent shall be delivered to the Secretary to be filed in the corporate records. The action taken shall be effective when all the persons entitled to vote have approved the consent, upon the effective date stated therein.
ARTICLE XII – Amendment to By-laws
These By-laws may be altered, amended or repealed and new By-laws may be adopted by the affirmative vote of a majority of the Steering Committee present at any regular meeting or at any special meeting. Agenda for meeting will be sent out in a timely manner.
ARTICLE XIII – Conflict of Interest Policy
Section 13.1. Purpose. The purpose of the conflict of interest policy is to protect the interest of PAA-PS when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an Officer of the Steering Committee 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.
Section 13.2. Definitions.
Interested Person. An “Interested Person” is any Officer who has a direct or indirect Financial Interest or Relationship Interest, each as defined below.
Financial Interest. »
A person has a “Financial Interest” if the person has, directly or indirectly, through business, investment, or family:
An ownership or investment interest in any entity with which PAA-PS is negotiating a transaction or arrangement,
A compensation arrangement with PAA-PS or with any entity or individual with which PAA-PS is negotiating a transaction or arrangement, or
A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which PAA-PS 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 Section 3.1, a person who has a Financial Interest may have a conflict of interest only if the Steering Committee or other committee decides that a conflict of interest exists.
Relationship Interest. A person has a “Relationship Interest” if the person is an officer, in the entity with which the PAA-PS is negotiating a transaction or arrangement.
Section 13.3. Procedures.
A. 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/or Relationship Interest and be given the opportunity to disclose all material facts to the Officers’ committees with Steering Committee-delegated powers considering the proposed transaction or arrangement.
- Determining Whether a Conflict of Interest Exists. After disclosure of the Financial Interest and/or Relationship Interest and all material facts, and after any discussion with the Interested Person, he/she shall leave the Steering Committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Steering Committee members shall decide if a conflict of interest exists.
- Procedures for Addressing the Conflict of Interest.
An Interested Person may make a presentation at the Steering 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.
The Chairperson of the Steering Committee shall, if appropriate, appoint a disinterested person to investigate alternatives to the proposed transaction or arrangement.
After exercising due diligence, the Steering Committee shall determine whether PAA-PS 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.
If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Steering Committee shall determine by a majority vote of the disinterested Officers whether the transaction or arrangement is in PAA-PS’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.
- Violations of the Conflicts of Interest Policy.
If the Steering 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.
If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Steering Committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 13.4. Records of Proceedings. The minutes of the Steering Committee shall contain:
A. The names of the persons who disclosed or otherwise were found to have a Financial Interest and/or Relationship Interest in connection with an actual or possible conflict of interest, the nature of the Financial Interest and/or Relationship Interest, any action taken to determine whether a conflict of interest was present, and the Steering 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.
Section 13.5. Compensation.
A. An Officer of the Steering Committee who receives compensation, directly or indirectly, from PAA-PS for services is precluded from voting on matters pertaining to that member’s compensation.
B. No voting member of the Steering Committee is prohibited from providing information to any committee regarding compensation.
Section 13.6. Annual Statements. »
Each Officer 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 PAA-PS is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.»
Section 13.7. Periodic Reviews. To ensure PAA-PS 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:
- Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
- Whether partnerships, joint ventures, and arrangements with management organizations conform to PAA-PS’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.
Section 13.8. Use of Outside Experts. When conducting the periodic reviews as provided for in Section 13.7, PAA-PS may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Steering Committee of its responsibility for ensuring periodic reviews are conducted.
Adopted: Tuesday, September 1, 2015
A pdf copy of these by-laws can be downloaded here.