The new bylaws for the BHCA PTSP are presented here.
Please read through the bylaws and at the bottom of the bylaws listed, there is a survey form where you can express your concerns/questions/suggestions about the bylaws presented below:
BAY HAVEN PARENT TEACHER STUDENT PARTNERSHIP, INC.
NAME AND LOCATION
Section 1. NAME. The name of this incorporated organization shall be Bay Haven Parent Teacher Student Partnership, Inc. (“Organization”).
Section 2. LOCATION. The principal’s office of the Organization shall be the registered offices of the corporation located at 2501 Hawks Landing Boulevard, Panama City, FL, 32405 or any other location designated by the Board of Directors, and shall have a mailing address at 2501 Hawks Landing Boulevard, Panama City, FL, 32405. The Organization may have other additional offices or branches as the Board of Directors determines.
Section 1. OBJECTIVE. To support, through fundraising and volunteer efforts, the educational mission of the Parents, Teachers, and Students of the Bay Haven Charter Academy in Bay County, FL.
Section 2. LIMITATION. The Organization shall observe all local, state, and federal laws which apply to non-profit organizations as defined in Section 501(c)(3) of the Internal Revenue Code. No Member, Director, Officer, agent, or employee of the Organization shall take any action or carry on any other activities which would jeopardize the Organization’s standing as a Section 501(c)(3) non-profit entity. No part of the net earnings of the Organization shall inure to the benefit of, or be distributable to, its Members, Directors, Officers or other private persons except that the Organization 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 herein.
BOARD OF DIRECTORS
Section 1. AUTHORITY. The governing body of the Organization shall be a Board of Directors which shall establish and direct the Organization’s policies, budgets, and programs of work (“Board”).
Section 2. SIZE. The Board of Directors shall consist of at least three (3) members.
Section 3. TERM. All elected Directors shall be elected for a term of one year.
Section 4. EX-OFFICIO. The Board may create the office of Ex-Officio as a member of the Board and provide for the terms of said office. No Ex-Officio member shall be entitled to vote on the Board.
Section 5. PROCEDURE. The Board may adopt rules of procedure for the work of the Organization but said rules shall not constitute a part of the Bylaws of the Organization.
Section 6. QUORUM. A simple majority of the Board shall constitute a quorum. Unless otherwise provided herein, a majority of the quorum shall bind the board.
Section 7. AMENDMENT OF BYLAWS. The Board shall have the authority to amend the Bylaws provided that the officers are given at least one week to approve the bylaws and the membership shall be given at least one week written notice of the proposed amendment prior to the meeting at which the Board is to consider said amendment. The Bylaws may be made available electronically. Two-thirds affirmative vote of the Board members present shall be required to amend these Bylaws.
Section 8. MEETINGS AND PENALTIES. The Board shall meet at least once each month at a scheduled time and place determined by the board in advance thereof. Special meetings of the Board may be called by the chairman or a majority of the Executive Board. Any director who does not attend three (3) regular meetings of the board during any six (6) month period may be removed as a member of the Board of Directors at the discretion of the remaining directors.
Section 9. ACTION WITHOUT MEETING. No meeting need be held by the board to take any action required or permitted to be taken by law (except any action to amend the Bylaws) provided all members of the board individually or collectively consent in writing to the action and written consent or consents are filed with the minutes of the proceedings of the Board. Action by written consent shall have the same force and effect as action by unanimous vote of the directors. Any certificate or other document filed under any provision of law which relates to action taken in this manner shall state that the action was taken by unanimous written consent of the board without a meeting and that the bylaws authorize the directors to act in this manner. The statement shall be prima facie evidence of the Board’s authority.
Section 10. VACANCIES. Any vacancy occurring on the Board of Directors shall be filled by appointment of the Executive Board, with the final decision being made by the President, for the balance of the term of the vacating Director.
Section 11. LIABILITY OF DIRECTORS. The Directors and Officers of the Organization shall not be personally liable for its debts, liabilities, or other obligations. The protections and limitations afforded by section 617.0834, Florida Statutes, shall apply to the Directors and Officers of the Organization.
SELECTION OF DIRECTORS
Section 1. DIRECTORS. The Board shall consist of the Principal of Bay Haven Charter Academy, the Officers of the corporation as elected by the members, the chair of each committee as appointed by the Officers of the corporation, and the past President.
Section 1. OFFICERS. The Officers of the Organization shall consist of the President, Vice-President, Secretary, and Treasurer. The Board may elect to have one or more Vice-Presidents, Coordinators, or other officers of its choosing.
Section 2. NOMINATIONS. Prior to the first General Meeting of the membership for each academic year, the prior year’s Board of Directors shall submit a slate of proposed officers to the general membership, having first determined each individual’s willingness to fill the position. Additional nominations for officers may be made by the general membership from the floor at the General Meeting held for the purpose of elections. Any such nominations must be made by motion and seconded by another member. Prior to any such nomination, the moving party shall have determined the nominated individual’s willingness to fill the position.
Section 3. ELIGIBILITY. Nominees must be current members in good standing of the Organization.
Section 4: REMOVAL—An officer can be removed from office for failure to fulfill his/her duties or taking any action or carrying on any other activities which would jeopardize the Organization’s good standing with the school, after reasonable notice, by a majority vote of the Executive Board.
Section 5. VOTING. Each member of the organization shall have one vote in any one election. A voice vote will be taken unless a written ballot is directed by the presiding officer or requested by a majority of the members in attendance. Proxy votes shall not be allowed unless otherwise specifically authorized in advance by resolution of the Board of Directors. The prevailing party for each office shall be the individual who receives a simple majority of the votes cast by those in attendance.
Section 6. DUTIES. The duties of the officers shall be as follows, unless determined otherwise by the Board:
A. President. The President shall be the chief executive officer of the corporation and shall exercise general supervision and control over all activities of the Organization.
(i) shall preside at all meetings of the members and of directors
(ii) may sign, with the secretary or other officer duly authorized by the Board, any deeds, mortgages, bonds, contracts, or other instruments, the execution of which has been authorized by the Board
(iii) shall sign all checks written by the Treasurer for the purpose of payment or reimbursement for all costs incurred by the Organization
(iv) shall perform all other duties generally incident to the office of President and any other duties prescribed by the Board
B. Vice President. The Vice President shall assist the President in all executive duties.
The Vice President:
(i) shall preside at all meetings of the members and of directors in the President’s absence
(ii) may sign, with the Secretary or other Officer duly authorized by the Board, any deeds, mortgages, bonds, contracts, or other instruments, the execution of which has been authorized by the Board in such cases as the President is unavailable
(iii) shall sign checks written by the Treasurer for the purpose of payment or reimbursement for all costs incurred by the Organization in such cases as the president is unavailable
(iv) shall perform all other duties generally incident to the office of Vice President and any other duties prescribed by the Board.
C. Treasurer. The Treasurer shall:
(i) record all financial activity in a computer-based or manual
(ii) reconcile the account(s) and report all financial activity monthly
(iii )arrange an independent review of the Organization’s records annually
(iv) have charge and custody of, and be responsible for, all funds and securities of the Organization
(v) receive and give receipts for moneys due and payable to the Organization from any source and deposit all moneys in the name of the Organization in banks, trust companies, or other depositories selected by the Board, maintaining appropriate records of all such activities and reporting the same to the Board
(vi) be the custodian of the seal of the corporation
(iv) write all checks for the purpose of payment or reimbursement for all costs incurred by the Organization, to be signed by the President
(vii) perform all duties generally incidental to the office of Treasurer and any other duties assigned to the Treasurer by the Board.
D. Secretary. The Secretary shall:
(i) document the minutes of meetings of members and of the Board in one or more books provided for that purpose
(ii) assure that all notices are duly given in accordance with these Bylaws or as required by law
(iii) be a custodian of the Organization’s records
(iv) maintain a list of Officers containing names and contact information.
Section 7. VACANCY. Vacancy of any office shall be filled by the Executive Board, with the final decision being made by the President.
The Board of Directors shall maintain an Executive Board which shall consist of the Principal of Bay Haven Charter Academy, the past President of the Organization (if he chooses to serve), and the present Officers of the Organization. The Executive Board shall carry out the routine business of the Organization as directed by the Board and be responsible for preparing the annual budget of the Organization, which must be submitted to the Board by each year’s October Board Meeting. The Board shall have the discretion to approve and amend the annual budget as necessary.
Section 1. ELIGIBILITY. Any person who:
a. has a child, is related to a child, or is the legal guardian of a child who attends Bay Haven Charter Academy during the given membership year, or
b. is a teacher, assistant, aid or staff member of Bay Haven Charter Academy,
may apply in writing for membership in the Organization. The Organization shall have one class of membership who may vote for the officers of the Organization and other matters placed before the general membership at the discretion of the Board of Directors. The Board may provide for the creation of other non-voting, as well as voting, memberships. Each member shall be required to complete any and all applications as may be required by the Board.
Section 2. EXPULSION. Any member who fails to pay his or her annual dues within the time limits to be set by the board of Directors shall automatically be expelled from the membership. Any member may be expelled for cause by resolution passed by two thirds (2/3) of the Board members present at any meeting called for that purpose. Such member shall be notified in writing of the time and place of such meeting, together with the alleged cause therefore.
BUDGET AND MEMBERSHIP DUES STRUCTURE
Section 1. BUDGET. All funds collected and disbursed by the Organization shall be accounted for in the annual budget.
Section 2. GENERAL AND SPECIAL FUNDS. All receipts from membership dues shall become part of the General Fund of the Organization and be administered by the Board. Funds from all sources other than membership dues received by the Organization or for the account of the Organization or any of its committees, special committees, or task forces shall be itemized as to source and be administered according to the appropriate rules established by the Board.
Section 3. MEMBERSHIP DUES. The membership dues for members of the Organization and its method of payment shall be determined by the Board. Membership dues shall be due at the time of becoming a member and annually thereafter as directed by the Board of Directors.
Section 4. FISCAL YEAR. The fiscal year of the Organization shall coincide with the academic year of Bay Haven Charter Academy.
Section 5. FINANICAL AUDIT. The Board of Directors shall annually authorize a review of the Organization’s finances to be conducted by an accountant or other acceptable accounting professional in a manner that meets applicable accounting and industry standards.
Section 6. DISBURSEMENTS. All disbursements from all general and special funds of the Organization shall be made by check which shall be written by the Treasurer and signed by the President.
Section 7: ENDING BALANCE. The organization shall leave a minimum of $20,000 in the treasury at the end of each fiscal year.
COMMITTEES AND COUNCILS
Section 1. FORMATION. The Chairman, with the advice of the Board, may appoint committees as he/she deems appropriate to fulfill the Organizational objectives and Program of Work. Responsibility for the performance of each committee shall be assigned by the Chairman to a chairperson who shall become a member of the Board. No committee shall be authorized to bind the Organization without authority of the Board.
Section 2. SPECIAL COMMITTEES AND COUNCILS. The Board may establish financially self-sustaining special committees and councils to represent the Organization in specifically identified program areas. Such councils and/or committees shall operate in accordance with the rules of procedure approved by the Board. Expenditure of Budget surpluses accrued by financially self-sustaining special committees and/or councils shall require approval of the governing authority of the involved council or committee.
Section 3. QUORUMS. Quorum requirements for committees and councils of the Organization shall be determined by the individual committee chairs.
Section 1. ANNUAL MEETINGS. At least one annual meeting of the general membership shall be held. The Board of Directors, at its discretion, may direct that the membership shall maintain a schedule of regular meetings of the general membership for the purposes to be established by the Board.
Section 2. SPECIAL MEETINGS. Special meetings of the Organization’s members may be called at any time by the Chairman after written notice thereof is given to each member not less than one (1) week prior to said meeting. A notice published in the Bay Haven Charter Academy or Organization’s newsletter shall be deemed sufficient notice.
Section 3. QUORUM. The voting members present at any regular meeting or special meeting of the Organization shall constitute a quorum.
Should the Board desire at any time to determine from the membership the position of the Organization on any matter, a referendum vote may be taken by mail, flyer, or voice at a general membership meeting. A referendum vote shall be taken upon the direction of the Board or upon petition signed by not less than ten percent (10%) of the voting members of the Organization in good standing. The Board shall determine the procedure in submitting a referendum of the membership.
DEBTS AND OBLIGATIONS
No debt or obligation whatsoever for the payment of money or other things of value shall be created or incurred by any director, officer, employee, or agent of this Organization or other person; no money shall be appropriated or paid out of the General Fund; no contract or other act whatsoever of any officer or employee or agent of this corporation or other person by the terms or result of which any debt or obligation whatsoever is created or attempted to be created shall be in any manner binding upon this Organization unless the same is authorized by provision therefore in the budget of the Organization or unless the same respectively be authorized and directed or ratified by the Board in regular meeting or special meeting called for that purpose.
RULES OF ORDER
Robert’s Rules of Order shall be the parliamentary authority for all matters of procedure not specifically covered by these Bylaws.
Upon the dissolution of the Organization, its assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government or to a state or local government for a public purpose after selection and approval by the Board. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the Organization is then located exclusively for such purpose or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.
The corporate seal of the Organization shall consist of concentric circles between which shall appear the words, “Bay Haven Parent Teacher Student Partnership, Inc.” and “not for profit”.
These Bylaws shall take effect upon approval by the Board.
I, Nancy Crow, as President of Bay Haven Parent Teacher Student Partnership, Inc., hereby certify that the forgoing constitutes the bylaws of the Organization as adopted and in full force and effect on this date, ______________.
Amended on the 27th day of July, 2012
Amended on the 20th day of July, 2011.
(Original bylaws adopted on the 11th day of October, 2001, by then President Shannon Stopka.)