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AMENDED AND RESTATED BYLAWS OF
STERLING MONTESSORI ACADEMY AND CHARTER SCHOOL
PARENT FACULTY ASSOCIATION
(Effective March 1, 2013)
Sterling Montessori Academy and Charter School Parent Faculty Association is authorized by the action of the Board of Directors of Sterling Montessori Academy and Charter School’s Laura Holland Uzzel Foundation (“LHU”) under guidelines hereinafter set forth. This action by the Board of Directors was taken in the belief that such association will be a positive and supporting element in the ongoing efforts to advance Sterling Montessori Academy and Charter School (the “School”) and its mission.
Article I: Organization
Section 1. The name of this association is Sterling Montessori Academy and Charter School Parent Faculty Association and is hereinafter referred to as the PFA or the Association.
Section 2. The Association shall maintain a registered office as required by statute. It is currently located at 202 Treybrooke Drive, Morrisville, NC 27560.
Section 3. The Association will keep correct and accurate books and records of accounts, and shall keep minutes of all proceedings of the Board, and shall keep at its registered office a record giving names and emails of the members of the Board. The Association shall review the identity of the Registered Agent each year.
Section 4. The fiscal year of the Association shall be from August 1 through July 31.
Article II: Purposes
Section 1. The purpose of the PFA shall be to further the mission of Sterling Montessori Academy and Charter School in “providing a safe, healthy learning environment where children can progress at their own rates and learn to respect themselves, others, and their environment, and grow to their fullest potential as contributing members of society.” This purpose will be accomplished by assisting in the promotion of excellence in facilities, programs and atmosphere of education and by providing aid and services to the school’s educational and social functions.
- The Association is organized, and will be operated, exclusively for charitable, literary and educational purposes as described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or corresponding section of any future Federal tax code (the “Code”), as more fully set forth in the Association’s Articles of Incorporation (the “Articles”).
- The Association is organized and is to operate as a nonstock corporation, and it is intended that the Association will qualify at all times as an organization exempt from federal income tax under sections 501(a) and 501(c)(3) of the Code, and that it will qualify at all times as an organization to which deductible contributions may be made pursuant to sections 170, 642, 2055, 2522, of the Code.
- Notwithstanding any other provision of these Bylaws, the Association shall not carry on any other activities not permitted to be carried on (i) by an association exempt from Federal income tax under Section 501(c)(3) of the Code, or (ii) by an association, contributions to which are deductible under Section 170(c)(2) of the Code.
Section 3: The Association is organized as an independent parent group, and is NOT associated with any local, state or national PTA (parent teacher association).
Article III: Basic Policies
Section 1. The following are basic policies of the PFA:
- The Association shall be noncommercial, nonsectarian, and nonpartisan.
- The name of the Association or the names of any members in their official capacities shall not be used to endorse or promote a commercial concern or in connection with partisan interest or for any purpose not appropriately related to promotion of the purposes of the Association.
- The Association shall not, directly or indirectly, participate or intervene (in any way, including the publishing or distributing of statements) in any political campaign on behalf of, or in opposition to, any candidate for public office; or devote more than an insubstantial part of its activities to attempting to influence legislation by propaganda or otherwise.
- The Association shall support the work of the School to provide quality education for all children and youth.
- No part of the net earnings of the Association shall inure to the benefit of, or be distributable to its members, directors, trustees, officers, or other private persons except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II hereof. Any payments to any member for services rendered in conjunction with any School activity shall be approved by the Board in advance of the work being performed unless such payment is considered nominal. No member shall accept any compensation in the form of cash or gifts from any vendor for any school related activity unless nominal in amount. Nominal is defined as less than a cumulative value of $25 retail for all items received from a vendor during a single fiscal year.
Section 2: The PFA is a separate entity from the LHU Board of Directors. The PFA shall not seek to direct the administrative activities of the School or to control its policies. Further, the PFA shall obtain approval from the Executive Director of the School for all activities sponsored by the PFA.
Article IV: Membership and Dues
Section 1. Membership in the PFA shall be made available without regard to race, color, creed, or national origin, under such rules and regulations as may be prescribed in the Bylaws of the PFA, to any individual who subscribes to the objects and basic policies of the PFA.
- Any parent, guardian, or other adult standing in loco parentis for a student at the School may be a member and shall have voting rights, upon enrollment as a member.
- The Executive Director and any staff member employed by the School may be a member and have voting rights.
Section 2. The PFA shall conduct an annual enrollment of members, but may admit persons to membership at any time.
Section 3. Each member of the PFA shall pay such annual dues as may be prescribed by the Association.
Section 4. Only members of the Association shall be eligible to participate in the business meetings or to serve in any of its elective or appointive positions.
Section 5. Removal of Members. Any member may be removed from membership by a majority vote of the members present at any meeting for failure to pay dues when due, for conduct detrimental to the interest of the Association, for lack of sympathy with its purposes, for refusal to render reasonable assistance in carrying out its purpose, or for failing to meet any other membership requirement. Any such member proposed to be removed, with the exception of a member removed for failure to pay dues, shall be entitled to at least ten (10) days’ notice in writing by first-class mail of the meeting at which such removal is to be voted on and shall be entitled to appear before and be heard at such meeting. If removed from membership, dues paid for the unexpired portion of the membership year shall be forfeited.
Section 6. Compensation Expenses. Members shall not receive any compensation for their services as members. The Board shall have the power, in its discretion, to contract for and to pay members who are under unusual or special services to the Association special compensation appropriate to the value of such services.
Article V: PFA Membership Meetings
Section 1. Annual Meeting. The Association shall hold an annual meeting in May at its regular meeting of the PFA Board. In addition to any other items of business, the following shall occur:
- The officers’ and standing committees’ annual reports are to be submitted, and
- The election of officers for the following year shall take place.
Section 2. Special Meetings. The President or a majority of the Board may call special meetings of the general PFA membership, five (5) days notice having been given.
Section 3. Quorum. Ten members, present or represented by proxy, shall constitute a quorum for the transaction of business in any PFA Association meeting.
Section 4. Voting. At every meeting of the members each member shall be entitled to vote in person or by written proxy from such member. No proxy shall be valid after the expiration of six (6) months from the date of the proxy unless otherwise provided in the proxy. Each member shall be entitled to one (1) vote, regardless of whether that member is an individual or an organization. A member organization shall designate an individual to cast its one (1) vote. The vote for officers and, upon the demand of any member, the vote upon any question before the meeting shall be by ballot. All questions shall be decided by a majority vote of the members present, in person or by proxy, which vote shall be the act of the full membership, except as may be otherwise specifically provided by law or by these Bylaws.
Section 5. Conduct of Meetings. Meetings of members shall be presided over by the President of the Association, or if the President is absent, by the Vice President – Operations. If the both the President or Vice President – Operations is absent, the meeting shall be presided over by a chairperson chosen at the meeting. The Secretary of the Association, if present, shall act as secretary of the meeting. If the Secretary is absent, the secretary of the meeting shall be chosen at the meeting.
Article VI: PFA Board
Section 1. Members of the Board. The PFA board (the “Board”) shall consist of the officers of the Association (also known as the “Executive Committee”), the chairperson of each standing committee(s), and the Executive Director of the School or a representative appointed by him/her.
Section 2. Duties of the Board. The duties of the Board shall be:
- To transact necessary business in the intervals between Association meetings and such other business as may be referred to it by the Association;
- To create standing and special committees;
- To approve the plans of work of the standing committees;
- To present a report at the regular meetings of the Association;
- To select an auditor or an auditing committee to audit the treasurer’s accounts;
- To prepare and submit to the Association for adoption a budget for the year; and
- To approve routine bills within the limits of the budget.
- The Board may authorize any officer or officers, agent or agents of the Association, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or defined in specific instances.
- The Board may accept on behalf of the Association any contribution, gift, bequest, or devise of any type of property (hereinafter collectively referred to as “donations”), for the charitable purposes of the Association, and upon such terms as the Board shall approve.
- The Board may adopt any rules and/or take any actions with regard to the Association, so long as any such rules and/or actions are not inconsistent with the Articles and these Bylaws.
Section 3. Meetings. Regular meetings of the PFA Board shall be held:
- During each month School is in session at a regular date, time and location to be established by the Executive Committee and announced at the first regular meeting of the Board in August.
- Notwithstanding the foregoing, the first meeting of the PFA Board will take place each year in August (depending n start date) after afternoon carpool on campus on School premises.
- Five (5) days’ notice shall be given to change or cancel the date of a regular meeting.
Section 4. Order of Business. The order of business of each PFA Board meeting shall be as follows:
- Call to order
- Approval of the minutes of the prior meeting
- Presentation and approval of the treasurer’s report
- Committee reports
- Old business
- New business
Section 5. Quorum. The presence of a majority of the members of the PFA Board shall constitute a quorum at a PFA Board meeting.
Section 6. Voting. A simple majority vote, assuming quorum, shall be necessary to pass a motion. Each individual member of the Board shall have only one vote, regardless if that individual represents more than one position on the Board.
Section 7. Removal. Any officer or committee chair may be removed by the Board whenever in its judgment the best interests of the PFA would be served thereby, provided ten (10) days’ notice shall have been given of the meeting at which such removal is to be voted on and the officer or committee chair shall be entitled to appear before and be heard at such meeting. The method of removal shall be by a two-thirds (2/3) vote of the Board members present at a regular or special meeting, providing quorum has been me and excluding the Board member to be removed.
Section 8. Action without Meeting. Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the Board members and filed with the minutes of the proceedings of the Board. Any certificate or other document filed under any provision of law which relates to actions so taken shall state that the action was taken by unanimous written consent of the Board without a meeting.
Section 9. Compensation Expenses. Board members shall not receive any compensation for their services as Board members. The Board shall have the power, in its discretion, to contract for and to pay Board members who are under unusual or special services to the Association special compensation appropriate to the value of such services. Board members shall be entitled to the reimbursement of reasonable expenses, if any, incurred by them as Board members, if approved by the Board.
Article VII: Executive Committee/Officers
Section 1. The officers shall make up the Executive Committee of the PFA Board and shall consist of the President, Past-President, one or more Vice Presidents, a Secretary, and a Treasurer.
- Each officer of the PFA shall be a member of the PFA and shall serve for a one (1) year term.
- Each officer shall perform the duties outlined in these Bylaws and those assigned from time to time.
- If the President should resign, the succession will be as follows: the Vice President-Operations will assume the office of the President.
- If there is a resignation of other officers, or if the Vice President-Operations should refuse to accept the position of President in the event of a resignation by the President, the Board will appoint an interim replacement for the vacancy, who shall serve for the remainder of the withdrawing member’s term.
- No officer may be eligible for the same position for more than two (2) consecutive years.
- Upon the expiration of the term of office or in case of resignation, each officer shall turn over to the Executive Committee, without delay, all records, books, and other materials pertaining to the office, and shall return to the Treasurer, without delay, all funds pertaining to the office.
Section 2. Duties of the Officers.
- President: The President shall preside at all meetings of the Association and of the PFA Board at which he/she may be present; shall perform such other duties as may be prescribed in these Bylaws or assigned to him/her by the Association or by the Board; shall be a member ex officio of all committees except the Nominating Committee; and shall coordinate the work of the officers and committees of the Association in order that the purposes of the Association may be promoted.
b: Past President: The Past President shall serve in an advisory role to the President and the officers for a one year term. It is a non-voting position, unless a tiebreak vote is necessary. The Past President shall also chair the Nominating Committee and manage the request for absentee voting ballots.
- Vice President(s): The Vice President(s) shall act as aide(s) to the President, and perform such other delegated duties as may be assigned by the President. If there are two (2) Vice Presidents elected, there shall be a Vice President–Operations and Vice President- Fundraising.
- Vice President – Operations will act as a liaison between the Executive Committee and the chairs of committees not designated as fundraising to ensure communication between the committees and the PFA Board. In the event that the President resigns, is absent, or is unable to serve, the Vice President-Operations shall perform the duties of the President until such time as a new President is elected, or the existing President is present, or is able to serve.
- Vice President – Fundraising will act as a liaison between the Executive Committee and the chairs of committees designated as fundraising to ensure communication between the committees and the PFA Board. In the event that the President resigns, is absent, or is unable to serve, and the Vice President-Operations is absent or is unable to serve in that capacity, the Vice President–Fundraising shall perform the duties of the President until such time as a new President is elected, or the existing President is present, or is able to serve.
- If one of the Vice Presidents resigns, is absent, or is unable to serve, the other Vice President shall perform the duties of the absent Vice President.
- Secretary: The Secretary shall record the minutes of all meetings of the Association, the Board, and the Executive Committee. In the event the Secretary is not present at a meeting of the Association, the President shall designate an individual to record the minutes, which will then be provided to the Secretary with all due haste.
- All meeting minutes will be recorded and distributed to members of the Board no later than 10 days after a meeting.
- The minutes will be approved by the Board at the beginning of the subsequent meeting. The meeting minutes shall include: The kind of meeting (regular or special), the name of the Association, date and place of the meeting, names of all in attendance, a summary of all reports, motions made and results; public comments.
- Upon having been approved, the official minutes shall be maintained in a log book, available for all members to review, and may be posted as a link on the PFA website, if one exists now or in the future, in order to fully keep communication available to membership. Additionally the minutes may be posted on the School’s website.
- Additionally, the Secretary shall maintain a current copy of the Bylaws, maintain a current membership list, maintain a list of the standing committees and the chairs; verify the eligibility of all officer candidates, and perform such other duties as may be assigned.
- Treasurer: The Treasurer shall be the custodian of all monies collected by the Association as local dues, raised in activities, received as contributions, or otherwise acquired and belonging to the Association to promote and implement a program of services, projects and other activities approved, adopted and directed by the membership of the Association.
- The Treasurer shall have custody of the funds of the Association; shall keep a full and accurate account of receipts and expenditures; and in accordance with the provisions in the annual budget adopted by the Association, shall make disbursements as authorized by the President, the officers/Board, or unit membership. The Treasurer, along with the President, shall have signing authority for checks and vouchers. The Treasurer shall be responsible for the maintenance of such books of account and records. The Treasurer shall present a financial statement and monthly expenditure report at every meeting of the Association and at other times when requested by the officers/Board, and shall make a full report at the meeting at which new officers officially assume their duties.
- A two signature authority shall be required for any check written in excess of $250.00. The two signatures shall be that of the Treasurer and the President.
- The Treasurer’s accounts shall be examined annually by an auditor or auditing committee of not less than three members, who, satisfied that the Treasurer’s annual report is correct, shall sign a statement of that fact at the end of the report. The auditor or auditing committee shall be selected by the officers/Board at least two weeks before the meeting at which new officers assume duties. An audit of the Treasurer’s accounts is for the protection of the Treasurer. It is the only means of assuring everyone that the accounts are accurate, and it relieves the Treasurer of responsibility except in case of fraud.
- All funds of the Association shall be deposited from time to time to the credit of the
Association in such banks, credit union, trusts companies or other depositories as the Board may select.
- The treasurer shall be responsible for ensuring that any required tax forms be timely filed, including annual forms within five (5) months following the end of the fiscal year.
Section 3. Officers’ meetings.
- The officers may transact business in the interval between the Board meetings, as needed.
- The presence of a majority of the officers/the Executive Committee shall constitute a quorum at a PFA Board meeting.
- A simple majority vote, assuming quorum, shall be necessary to pass a motion.
- A synopsis of the discussions held during these officer meetings will be presented at the next Board meeting. Decisions made during the officer meetings will be presented as well.
Section 4. Election of Officers
- Officers shall be elected by ballot, during the PFA Board/general Association meeting in the month of May for a term of one year commencing August 1. However, if there is but one nominee for any office, election for that office may be by voice vote.
- In the event there is not a candidate for each office presented by the Nominating Committee or received from the floor at the time and place set for the election, that office will remain open until such time as there is a nomination set forth during a regular or special meeting of the PFA Board.
- An absentee ballot form may be used for any election of an officer. This form will be approved by the officers. Further, it should be noted that the use of an absentee ballot will prevent the user from voting for any floor nominations that may occur.
- Current officers shall fulfill their official duties through the end of the year. Officers-elect will work with the current Board to transition duties and allow for the new Board to be successful in starting the upcoming school year.
- A person shall not be eligible to serve more than two (2) consecutive terms in the same office.
Section 5. Nominating Committee
- Prior to the April meeting, the President shall appoint a Nominating Committee of three (3) or five (5) non-officer members, including at least one School staff member, whose duty shall be to present a slate of candidates for the succeeding year.
- The chair of the Nominating Committee shall be the Past President. The President may not serve on the Nominating Committee. In the event there is no Past President, the President shall appoint a chair of the Nominating Committee.
- The Nominating Committee shall nominate an eligible person for each office, regardless if the officer in a position has another year of eligibility to serve in that position based on these Bylaws.
- The Nominating Committee shall report its nominees at the regular April meeting of the PFA Board. If for any reason there should be no April meeting, then the Nominating Committee shall report its nominees to the President at least ten (10) days prior to the May meeting of the PFA Board, at which time additional nominations may be made from the floor.
- Only those persons who have signified their understanding of the requirements and duties of the office, who consent to serve if elected, and whose eligibility has been confirmed by the Secretary shall be nominated for or elected to such office.
Article VIII: Committees
Section 1. Chairpersons. Only members of the Association shall be eligible to serve in any elective or appointive positions as a chairperson of a standing or ad hoc committee of the PFA.
- The Chairperson of a standing committee may volunteer and be approved by the Board or may be appointed by the President.
- Committee chairpersons shall serve for terms of one year or until their successors are elected.
- Each standing committee will have at least one (1) chairperson and may have co-chairs who have the same duties and responsibilities to the Board as the Chair.
- The President shall be a member ex officio of all committees, except the Nominating Committee.
Section 2. Standing Committees. The board may create such standing committees as it may deem necessary to promote the purposes of and carry on the work of the Association. A list of the standing committees and their chairperson(s) will be maintained by the Secretary.
Section 3. Special/Ad Hoc Committees. The power to form special committees and appoint their members rests with the Board. Since a special committee is created and appointed for a specific purpose, it automatically goes out of existence when the work is done and its final report is received.
Section 4. Plan of Work. The chairperson(s) of each committee shall present a plan of work to the Board for approval. No committee work shall be undertaken without the consent of the Board.
Section 5. Record Keeping. All committee chairpersons shall maintain notes and official materials relating to the activity of their committee.
Section 6. Completion of Service. All committee chairpersons shall deliver to their successor, or if one has not been appointed or placed, then to the Vice President, official materials at the close of their service on the committee.
Article IX: Indemnification
Section 1. The Association shall indemnify and hold harmless each person who shall serve at any time hereafter as a officer, or Board member, or agent of the Association (including the heirs, executors, administrators or estate of such person) from and against any and all claims and liabilities to which such person shall become subject by reason of his or her having heretofore or hereafter served as an officer, Board member, or agent, or by reason of any action alleged to have been heretofore taken or omitted by him or her as such officer, Board member, or to the full extent permitted under any provisions of the laws of the state of North Carolina, and shall reimburse such person for all legal and other expenses reasonably incurred by him or her in connection with any such claim or liability; provided, however, no such person shall be indemnified against, or be reimbursed for, any expense incurred in connection with any claim or liability arising out of any appropriation of any business opportunity of the Association, any act or omission not in good faith or which involves intentional misconduct or a knowing violation of law, or any transaction from which he or she derived an improper personal benefit.
Section 2. Rights. The right accruing to any person under the foregoing provisions of this Article shall not exclude any other right to which he or she may be lawfully entitled, nor shall anything herein contained restrict the right of the Association to indemnify or reimburse such person in any proper case even though not specifically herein provided. The Association, its officers, Board members, and agents shall be fully protected in taking any action or making any payment under this Article or in refusing to do so in good faith reliance upon the advice of counsel to the Association.
Section 3. Participation in Defense. As a condition to any such right indemnification, the Association may require that it be permitted to participate in the defense of any such action or proceedings through legal counsel designated by the Association and at the expense of the Association.
Section 4. Insurance. The Association may purchase and maintain insurance on behalf of any officers, Board members, or agents of the Association whether or not the Association would have the power to indemnify such persons under North Carolina law.
Article X: Dissolution
Upon the dissolution of the Association, after paying or adequately providing for the debts and obligations of the Association, the remaining assets shall be distributed to the Laura Holland Uzzel Foundation if it then exists. If the LHU does not then exist, then by a majority vote of the Board, the remaining assets shall be distributed to one or more non-profit funds, foundations, or associations which have established their tax exempt status under Section 501(c)(3) of the Code.
Article XI: Parliamentary Authority
The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Association in all cases in which they are applicable and in which they are not in conflict with these Bylaws.
Article XII: Amendments
Section 1. Amendments and Revised Bylaws.
- These Bylaws may be amended at any regular meeting of the PFA Board by a two-thirds (2/3) vote, provided that notice of the proposed amendment shall have been given at least fourteen (14) days prior to the meeting at which the amendment is voted upon. In the event an amendment is passed, this document may be modified to include the amendment, provided the wording of the amendment is placed within this document exactly as prescribed by the motion made and carried, and the date of the amendment is included following the amended language.
- A committee may be appointed to submit a revised set of bylaws as a substitute for the existing bylaws. The requirements for adoption of a revised set of bylaws shall be the same as in the case of an amendment.
- Corrections to typographical errors or changes to these Bylaws will not constitute a bylaw amendment requiring action by these Bylaws, provided there is no change to the language or meaning of the clause being corrected.
- The headings of these Bylaws, and any index or attachments, are for the convenience of reference only and are not part of the Bylaws and do not affects their interpretation.
- The PFA Bylaws were last amended on March 22, 2007. This revised set of Bylaws is presented for review and consideration of the PFA Board and will not become final and controlling until properly voted upon.
And now, this ________ day of ___________2013, a motion having been made at a regular PFA Board meeting to revise the PFA Bylaws as above written, notice of which was properly given, such motion was seconded and after a vote taken, carried.