BYLAWS OF
FRIENDS OF
A
I.
Principal Office
The principal office
for the transaction of the business of the Friends of Castle Heights
(“Friends”) is located in the State of
The directors may
change the principal office from one location to another. Any change of this location may be noted by
the Secretary of Friends (“Secretary”) on the Bylaws of Friends of Castle
Heights (“Bylaws”) opposite this section, or this section may be amended to
state the new location.
II.
Objectives and Purposes
The objective of this corporation
shall be:
· To
raise supplemental funds for application to and support of the operation of the
Castle Heights Elementary School (“
· To
encourage and develop the support and time devoted to assistance of the School
and its operations from the parents and family of children attending
· This
corporation is organized and operated exclusively for charitable purposes
within the meaning of Section 501(c)(3) of the Internal Revenue Code.
· No
substantial part of the activities of this corporation shall consist of
carrying on propaganda, or otherwise attempting to influence legislation, and
the corporation shall not participate or intervene in any political campaign
(including the publishing or distribution of statements) on behalf of any
candidate for public office.
III.
Members
The corporation shall
have members, who shall be the parents or legal guardians of children attending
IV.
Member rights
1. Members shall have the right to obtain a copy
of the Articles of Incorporation or Bylaws.
2. Members shall have the right to vote on each
matter submitted to a vote by the Board.
The Board will consider said vote, but will not be bound by the vote of
the members.
3. Members shall have the right to receive a copy
of the annual report.
4. Members shall have the right to
review the corporation’s accounting books and minutes of proceedings; provided,
however, that members shall not have the right to review records with personnel
information.
5. Members shall have the right to
vote, as set forth in the Bylaws, on the election of directors, on the
disposition of all or substantially all of the corporation’s assets, on any
merger and its principal terms and any amendment of those terms, and on any
election to dissolve the corporation.
6. Members shall not have the right to obtain
other members’ names, phone numbers, email addresses, or addresses from
Friends, or any of its representatives, including the Secretary of Friends, to
the maximum extent that
7. Except as provided herein and in the Articles
of Incorporation, if at all, members shall have no other rights.
8. Members consent to abide by the provisions set
forth in these Bylaws upon seeking membership.
V.
Duration of membership
Membership in the
corporation commences upon providing the member’s name, telephone and/or email
address to the person(s) specified in Section III of the Bylaws and expires
upon (1) the member lacking a child who attends
VI.
No member liability
No member of Friends
shall be personally or otherwise liable for any of the debts, liabilities
and/or obligations of Friends.
VII.
Meetings of Members
A. Regular
and Special Meetings
Annual Meeting – There shall be an annual
meeting of members, held at least once every twelve months, on a date to be set
by the Board, for the purpose of electing the directors, informing members
about the activities of Friends and eliciting members' participation, and for
transacting such other business as may come before the meeting.
Regular Meetings – There shall be a regular
meeting of members held at least once every three months during the school year
on a date to be set by the Board for the purpose of informing members about the
activities of Friends and eliciting members' participation, and for transacting
such other business as may come before the meeting.
Special Meetings – A special meeting of members
may be called at any time by the Board, the President, or any ten members for
any lawful purpose, but the scope of a special meeting is limited to matters
the general nature of which is stated in the notice of the meeting. When a special meeting is called by members
pursuant to this Section, the Secretary of Friends shall, within ten days of
any such request, set a date for such meeting, which shall be no less than ten
and no more than 60 days from the date such request is made.
B. Notice,
Quorum, Voting, Place of Meeting
Notice of Meetings – Notice of meetings of members
shall be given at least one week before the date of the meeting by posting such
notice in a bulletin, newsletter or other communication distributed through the
students of
Quorum – A quorum for the transaction of business at a meeting
of members shall be constituted by the presence of ten members at the meeting.
Place
of Meetings –
Meetings of the membership shall be held at any place within
C. Open Meetings – All meetings of
members shall be open to any parent, faculty member or other interested person,
but only members are entitled to vote.
VIII.
Termination of membership
Causes for termination:
The membership of any member shall
terminate upon occurrence of any of the following events:
· A member submits
his or her written resignation to the President or Secretary of Friends; or
· The determination by the Board or a committee designated
to make such determination that the member has impeded, in a material and
serious degree, the advancement of any of
Friends’ Objectives and Purposes, as set forth in Section II.
IX.
Procedure for expulsion
Following the
determination that a member should be expelled under the subparagraph above,
the following procedure shall be implemented:
A notice shall be sent by mail to
the most recent address and/or email address for the member as shown on the
corporation's records, setting forth the expulsion and the reasons
therefore. Such notice shall be sent at least
15 days before the proposed effective date of the expulsion.
The member being expelled shall be
given the opportunity to address the Board on his or her behalf prior to them
making their final decision regarding the expulsion of the member. The Board’s decision regarding the expulsion
of a member is final and not subject to further review, except by the Board or
adjudication in a court of law.
X.
Nominations of Directors and Officers
Nominations – No later than two weeks prior
to the date of the annual meeting, members may send nominations for directors
and officers (including self nominations) to the Secretary. Members should nominate candidates who have
particular skills, abilities, or expertise needed by Friends and/or who have
demonstrated a willingness to contribute time and effort on behalf of Friends.
Notice of Candidates – The Secretary shall post the
list of candidates for directors and officers in a bulletin, newsletter or
other communication distributed through the students of the School no later
than seven days before the date of the annual meeting. This list may include a brief statement of
the qualifications of each candidate.
XI.
Election of Directors AND OFFICERS
Eligibility and Term
Limits – All
directors and officers of Friends shall be members of Friends. Any member of Friends may be a director or
officer of Friends, subject to the limitations provided in these Bylaws
regarding kinship and employment.
Directors and officers shall be elected by the members at the annual
meeting for a two-year term commencing the first day of July following the
annual meeting. No director may serve
more than four consecutive years. Years
served as a director prior to adoption of these Bylaws shall be counted for
purposes of this rule; years served as an alternate director shall not be
counted. A spouse, brother, sister,
father, mother, child, brother-in-law, sister-in-law, mother-in-law,
father-in-law, son-in-law, or daughter-in-law of an existing director shall not
serve as a director until such relative ceases to serve as a director. Additionally, a person in the direct employ
or directly employing an existing director shall not serve as a director until
such employee/employer ceases to serve as a director.
Staggered Terms –
In order to ensure continuity on the Board, the directors’ terms shall
be staggered. On odd-numbered years,
seven (7) of the directors shall be elected.
On even-numbered years six (6) of the directors shall be elected. The Secretary shall record when each director
was elected, calculate when each director’s term expires as set forth herein,
and calculate when each director becomes ineligible to serve as a director due
to term limits as set forth herein.
Voting – In voting for directors and
officers, each member may cast as many votes as there are directors and
officers to be elected, but may not vote more than once for each
candidate. Voting shall take place by
written ballot. The candidates receiving
the highest number of votes, up to the number to be elected, shall be those
elected.
Absentee Ballots – Absentee ballots shall not be
recognized, unless the directors have approved the use of absentee ballots
seven days prior to the election. The
Secretary shall make such absentee ballots available to all members who request
one. The Secretary shall provide no more
than one absentee ballot to each member that has requested such ballot. The Secretary shall also record the number of
absentee ballots distributed. All absentee
ballots must be received by the Secretary prior to the commencement of the
annual meeting. The directors shall
approve the form of the absentee ballot.
Proxy rights or voting shall not be recognized. Except as provided herein, all members must
be physically present at the annual meeting to vote for directors and officers.
Employment – Directors shall not profit from
any transaction with Friends, shall not be employed by Friends, and shall not
be employed by the Los Angeles Unified School District and working at Castle
Heights, commencing July 1, 2006.
XII.
Powers of Directors
General Powers – The Board shall have the
management of the business of Friends, and subject to the restrictions imposed
by law, by the Articles of Incorporation or by the Bylaws, may exercise all of
the powers of Friends.
Specific Powers – Without prejudice to such
general powers, the directors shall have the following specific powers:
· To determine the means by which Friends will raise funds
to conduct its programs, and to appoint persons and/or committees to carry out
such fundraising activities.
· To plan and implement specific educational enrichment
programs for the students of the School, and to enter into contracts with
individuals or organizations for the provision of educational services or
materials, and to fix the terms and conditions of such contracts.
· To designate individuals or appoint committees to
administer particular educational enrichment programs.
XIII.
loans to directors and officers
This corporation shall
not lend any money or property to or guarantee the obligation of any director
or officer without the approval of the California Attorney General. However, the corporation may advance money to
a director or officer of the corporation for expenses reasonably anticipated to
be incurred in the performance of his or her duties if that director or officer
would be entitled to reimbursement for such expenses by the corporation.
XIV.
Number of Directors
There shall be thirteen
(13) directors. If there are not enough
eligible candidates willing to serve as directors, the corporation may operate
with fewer than thirteen (13) directors.
XV.
No director and officer liability
The directors and
officers shall not be personally liable for the debts, liabilities or other
obligations of the corporation.
XVI.
Meetings of Directors
A. Calls of Meetings – Meetings of
the Board of Directors shall be called from time to time whenever necessary or
desirable for the transaction of the business of Friends. A meeting of the Board may be called by the
President, the Treasurer, the Secretary or any two directors.
C. Notice – A notice stating the time,
date and place of the meeting and the general nature of the business to be
transacted therein shall be given to each director in person, by telephone or
email at least 48 hours prior to the time of the meeting.
D. Quorum – Fifty percent or more of
the authorized number of directors shall constitute a quorum.
E. Transaction of Business – Except
as otherwise provided, the act or decision of a majority of the directors
present at a duly held meeting at which a quorum is present is the act of the
Board. At any meeting at which a quorum
is initially present, business may continue to be transacted notwithstanding
the loss of a quorum, if any action taken is approved by at least a majority of
the number of directors constituting a quorum.
F. Action by Written Consent – Any
action required or permitted to be taken by the Board may be taken without a
meeting, if a majority of all directors consent in writing to such action. Such written consent shall have the same
force and effect as a majority vote of the directors.
XVII.
Resignation and Vacancies
A.
Resignation
– A director or officer may resign at any time by submitting his or her written
resignation to the President or Secretary of Friends.
B.
Declaration of Vacancy – If a director or officer becomes ineligible for
membership in Friends during his or her term as director or officer, the Board
shall declare a vacancy on the Board.
C.
Filling Vacancies – Should a vacancy occur on the Board, then, at the next regularly
scheduled meeting of members, the members may elect a director(s) to serve for
the unexpired term(s). Alternatively, a
special meeting may be called, in accordance with Section VII, to elect a
director(s) in the event of a vacancy.
Should a vacancy occur with the office of President, Secretary or
Treasurer then, at the next regularly scheduled meeting of members, the members
shall elect an officer to serve for the unexpired term. Alternatively, a special meeting may be
called, in accordance with Section VII, to elect an officer to fill a vacancy
in the office of President, Secretary or Treasurer. Notwithstanding anything in Section XI, an
unexpired term of less than twelve months shall not be considered a two-year
term when calculating term limits. An
unexpired term of greater than or equal to twelve months shall be considered a
two-year term when calculating term limits.
Thus, directors or officers that fill vacant positions with less than
twelve (12) months remaining shall be eligible for two consecutive terms
subsequent to completing the vacant term.
Directors or officers that fill vacant positions with twelve (12) months
or more remaining shall be not be eligible for two consecutive terms, but are
eligible for one term subsequent to completing the vacant term.
XVIII.
number and qualification of officers
The authorized number
of officers shall be at least three consisting of at least a President, Treasurer
and Secretary. The Board may create
additional officer positions and any officer position may be performed by two
or more members provided that such additional officer positions, including
shared or co-officer positions, have been approved by the Board and elected by
the members. All officers must be
directors.
XIX.
responsibilities of Officers
A. President
– The president of the corporation shall serve as chairman of the Board and
chief executive officer and, if present, preside at all meetings of the Board
and exercise and perform such other powers and duties as may be from time to
time assigned to him or her by the Board or ascribed in the Bylaws. Without limitation of the foregoing, the
President shall have the following duties:
· Coordinate
the activities of the corporation's committees with the chairman thereof;
· Resolve,
as tie-breaker, any deadlock in voting among the Board members (except in
connection with any resolution to remove such President from office);
· Serve
as primary liaison between the corporation and the administrative heads of the
School;
· Serve
as signatory on the checking account or accounts of the corporation.
· Serve
as ex-officio member of all standing committees; and
· Supervise
and direct the business of the corporation, including the selection of any
member of the public to serve on committees or as the head or coordinator of
such committees.
B. Treasurer – The Treasurer of the
corporation shall serve as the Chief Financial Officer of Friends. The Treasurer of the corporation shall also
exercise and perform such other powers and duties as may be from time to time
assigned to him or her by the Board or ascribed by the Bylaws, and have the
following duties:
· Keep
and maintain, or cause to be kept and maintained, adequate and correct accounts
of the properties and business transactions of the corporation, including
accounts of its assets, liabilities, receipts, disbursements, gains and losses,
and make said books of accounts available for inspection by any director at all
reasonable times;
· Deposit
all monies and other valuables in the name and to the credit of the
corporation, with such depositories as may be designated by the Board;
· Disburse
the funds of the corporation as may be ordered by the Board;
· Serve
as signatory on the checking account or accounts or the corporation;
· Render
to the President and other Directors, whenever they request it, an account of
all his or her transactions as Treasurer, and of the financial condition of the
corporation;
· Prepare
an annual report within 90 days of the close of Friends’ fiscal year setting
forth Friends’ financial status at the close of that fiscal year; and
· Supervise
cash management and investment of the funds of the corporation.
C. Secretary – The Secretary of the corporation
shall exercise and perform such other powers and duties as may be from time to
time assigned to him or her by the Board or ascribed by the Bylaws, and have
the following duties:
· The
Secretary shall keep or cause to be kept, at the corporation’s principal office
or such other place as the Board may direct, a book of minutes of all meetings,
proceedings, and actions of the Board, of committees of the Board, and of
members’ meetings. The minutes of
meetings shall include the time and place that the meeting was held; whether
the meeting was annual, general, or special, and, if special, how authorized;
the notice given; the names of persons present at Board and committee meetings;
and the number of members present or represented at members’ meetings;
· The
Secretary shall keep or cause to be kept, at the principal California office, a
copy of the articles of incorporation and Bylaws, as amended to date;
· The
Secretary shall keep or cause to be kept, at the corporation’s principal office
or at a place determined by resolution of the Board, a record of the
corporation’s members, showing each member’s name, telephone number, and class
of membership, and, if available, the member’s address or email address;
· The
Secretary shall give, or cause to be given, notice of all meetings of members,
of the Board, and of committees of the Board that these Bylaws require to be
given. The Secretary shall keep the
corporate seal, if any, in safe custody and shall have such other powers and
perform such other duties as the Board or the Bylaws may require.
XX.
Termination of directors and officers
Causes for termination:
A director or officer may be
terminated upon occurrence of any of the following events:
· A
director or officer submits his or her written resignation to the President or
Secretary of Friends; or
· The
determination by the Board or a committee designated to make such determination
that the director or officer has impeded in a material and serious degree the
advancement of any of Friends’ Objectives and Purposes, as set forth in Section
II, or, for good cause, including, but not limited to, the director and
officer’s failure to execute his or her responsibilities.
The procedure for
expulsion shall be identical for the expulsion of members, as set forth in
Section IX.
XXI.
amendment of bylaws
Except as provided
herein, new bylaws may be adopted or the Bylaws may be amended or repealed by
approval of the Board, provided that notice of any proposed adoption, amendment
or repeal is given in a bulletin, newsletter or other communication distributed
through the students of Castle Heights or the members are otherwise given
notice, fourteen days before the Board votes on such adoption, amendment or
repeal. At the meeting to adopt, amend
or repeal the Bylaws, all interested members shall be heard by the Board
regarding the proposed amendment or repeal of the Bylaws. New bylaws may also be adopted, or the Bylaws
may be amended or repealed, by a vote of the members. Any adoption, amendment or repeal of the
Bylaws changing the rights of members or changing the number or qualification
of directors, officers or members must be approved by the members.
XXII.
SEVERABILITY
In the event that any
portion of the Bylaws are adjudged unenforceable, the remaining portion of the
Bylaws shall be operative and enforceable to the maximum extent possible.