VANNOY PARENT CLUB  

ARTICLES OF ORGANIZATION 

September 26, 2019

The Vannoy Parent Club shall have the following basic policies: 

1. The  Vannoy Parent Club (Club) has been organized for nonprofit purposes, and the individual members will not derive profit therefrom. 

2. The Club shall be noncommercial, nonsectarian, and nonpartisan.

3. The name of the Club or the names of any members in their official capacities shall not be used in any connection with a commercial concern, or with any partisan interest, or for any purpose not appropriately related to promoting the purpose of the organization.

4. No substantial part of the Activities of the Club shall participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office. 

5. The Club shall work with the school to provide quality education for all children, and shall seek to participate in the decision-making process establishing school policy, recognizing that the legal responsibility to make decisions has been delegated by the people in the Board of Education. 

6. The property of the Club is irrevocably dedicated to charitable purposes, and no part of the net income or assets of this organization shall ever inure to the benefit of any director, officer, or member thereof, or to the benefit of any private person(s). 

7. The Club’s funds will not be used on any salary/stipend or personnel cost. 

8. Upon the winding up and dissolution of this organization, after paying or adequately providing for the debts and obligations of the organization, the remaining assets shall be distributed to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for charitable, educational, and/or scientific purposes and which has established its tax exempt status under section 501(c)(3) of the Internal Revenue Service Code. 

9. Notwithstanding any other provisions of these articles, the organization shall not carry on any other activities not permitted to be carried on (a) by any organization exempt from Federal Income Tax under section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law) or (b) by an organization to which contributions are deductible under section 170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law). 

10. The Club will keep a minimum balance of $30,000 in reserve to cover classroom funds and Grade Level Experience (GLE), sans transportation if needed. 

VANNOY PARENT CLUB BYLAWS

January, 2026

ARTICLE I – NAME AND PURPOSE

Section 1: The organization shall be known as the Vannoy Parent Club.

Section 2: The purposes of the organization shall be:

1. To enrich and enhance the educational programs and opportunities for Vannoy School’s students.

2. To foster communication among students, parents, teachers, and staff of Vannoy School and the community.

3. To promote activities and raise funds for the benefit of Vannoy School, students and staff.

ARTICLE II – ADOPTION, REPEAL, AND AMENDMENT

Section 1: These bylaws may be amended or repealed.  Any proposed amendment or repeal shall be presented in writing to the Board at their regular meeting.  A copy of the proposed amendment or repeal, along with a copy of the original article and section, shall be transmitted to each member by the Board of Directors.  Final action on such amendment or repeal will be taken at the next general meeting.  A majority vote of two-thirds (2/3) of the membership present at such meeting shall be required for the adoption thereof.

Section 2: These bylaws will be reviewed on an annual basis by the Board of Directors and by the general membership.  Each new member of the Board of Directors will, upon acceptance of their new board position, be presented with a full copy of these bylaws.

ARTICLE III – MEMBERSHIP AND DUES

Section 1: Parents or guardians of Vannoy students; Vannoy School teachers, school administrators, and staff members; and any other residents of the Vannoy School attendance area may be members of the Club.  All members in good standing shall have full voting rights.

Section 2: Dues shall be collected for a family membership for the school year.  Dues can be waived for all of the teachers, school administrators, and staff of Vannoy School.

ARTICLE IV – OFFICERS AND DUTIES

Section 1: The elected officers shall be (a) President, (b) First Vice President, (c) Second Vice President, (d) Treasurer, (e) Secretary.  Other elected officials of the Board of Directors shall be (f) Volunteer Coordinator, (g) Parent Leadership Council, (h) Member-at-Large.

Section 2: The President shall perform those duties as are generally required of a presiding officer.  They shall appoint all committees, except as otherwise herein.  The President may appoint a Parliamentarian and such Committee Chairpersons as may be reasonably necessary at his or her discretion.

Section 3: The First Vice President shall perform the duties of the President in the event of his or her absence or disability.  The First Vice President shall assist in supervising the various activities and fundraisers benefiting Vannoy School and shall compile, compare, and distribute school-wide volunteer lists for all Vannoy School fundraiser events to respective Chairpersons.

Section 4: The Second Vice President shall perform the duties of the First Vice President in the event of his or her absence or disability, shall assist in supervising various school activities, and shall oversee designated Chairpersons.

Section 5: The Treasurer shall have the care and custody of all monies or securities of the organization, shall deposit said funds or securities in a bank approved by the Board of Directors, and in the name of Vannoy Parent Club, shall record all receipts and disbursements, and shall present the books of record for inspection or audit whenever so instructed by the President of the Board of Directors. All checks shall be signed by the Treasurer and countersigned by an officer designated by the Board.  Prior to the beginning of a new school year, the Treasurer can, with the cooperation of his or her predecessor, have the books of records for the previous year audited by an auditor appointed by the Board of Directors no later than September 1.

Section 6: The Secretary shall keep a correct record of all meetings of the Board of Directors and general meetings of the membership, shall keep and maintain a correct copy of all bylaws and committee lists, and shall have custody of the official papers and records of the Vannoy Parent Club.  The Secretary shall provide the school population with a copy of the minutes.

Section 7: The Volunteer Coordinator shall compile, compare, and distribute school-wide volunteer lists for all social events and educational programs to respective Chairpersons.  The Volunteer Coordinator shall also recruit Room Parents for each classroom and shall assist in coordinating their activities.

Section 8: The Parent Leadership Council shall attend meetings of the Castro Valley School District Leadership on behalf of the Vannoy Parent Club and shall keep the Vannoy Parent Club membership informed of important developments and activities.

Section 9: The Member-at-Large will attend all meetings of the Vannoy Parent Club Board of Directors as a “general representative” of the Vannoy School parent community and will assist where needed.

Section 10: The Dual-Language Immersion (DLI) Liaison serves as a representative of the Vannoy Parent Club to Spanish-speaking families and supports translation of VPC materials into Spanish to foster inclusion and communication.

ARTICLE V – DIRECTORS

Section 1: The Board of Directors, which shall be responsible for conducting the day-to-day business of the Club, shall consist of the duly elected officers and other officials whose duties are set forth in Article IV.  An office or chairmanship may be shared by two or more members, with each member entitled to a vote on the Board of Directors.

Section 2: The principal of Vannoy School may be an ex-officio member of the Board of Directors, but shall not have voting rights.

ARTICLE VI – STANDARDS OF CONDUCT AND REMOVAL

Section 1: Purpose

To uphold the mission and values of the Vannoy Parent Club, all officers and board members are expected to maintain high standards of conduct, in all settings, both in person and online. When actions undermine trust, safety, or collaboration, the Board may take corrective measures, up to and including removal from office.

Section 2: Personal Expression and Representation

Members of the Vannoy Parent Club, including officers and board members, are encouraged to engage in civic and community matters as private individuals. However, any opinions expressed, whether in person, online, or through public platforms, are understood to be personal views and do not represent the official position of the Vannoy Parent Club, Vannoy Elementary School, or the Castro Valley Unified School District.

1. When expressing personal opinions or participating in public discussions, board members are expected to communicate respectfully and responsibly, recognizing that their words and actions reflect their role as leaders within the school community.

2. Members shall refrain from using the Club’s name, logo, or affiliation in connection with political campaigns, endorsements, or any activity that could be perceived as representing the organization’s views.

Section 3: Grounds for Removal
Any officer or board member may be removed from office for any of the following reasons:

1. Failure to perform the duties of the position as defined in these bylaws;

2. Absent for more than 2 consecutive regular board meetings without cause; 

3. Misuse or mismanagement of Vannoy Parent Club funds or property, including engaging in or benefiting from any transaction in which the individual has a direct or indirect financial or personal interest;

   1. Conflict of Interest: Board members and officers shall not solicit, accept, or receive any form of personal benefit, gift, payment, or kickback from vendors, sponsors, or service providers in connection with Vannoy Parent Club business.

   2. All potential conflicts of interest must be fully disclosed to the Board and recorded in the minutes prior to any discussion, negotiation, or vote related to the matter.

4. Conduct that brings discredit upon the organization or significantly impairs its effectiveness, both in-person interactions and online communications;

5. Violation of these bylaws, policies, or the organization’s code of conduct;

6. Engaging in behavior that creates a hostile, intimidating, or unsafe environment for another board member, parent, volunteer, or school staff member; including but not limited to acts of verbal abuse, aggression, harassment, bullying, or any form of threatening, demeaning, or physically intimidating behavior;

   1. Such conduct includes persistent negative communication, personal attacks, public shaming, or any action that undermines collaboration, safety, or the mission and values of the Vannoy Parent Club,

   2. Engaging in hostile behavior, defined as a pattern of actions or communication that undermines the Board’s ability to work collaboratively and respectfully,

   3. Using aggressive or demeaning language in meetings, written communications, or toward any member of the school community.

7.  Creating a culture of fear or intimidation, such as repeated actions or statements that cause members to feel unsafe, silenced, or unwilling to contribute;

8. Persistent negativity, personal attacks, or deliberate obstruction of the Board’s work and undermines teamwork or the mission of the Vannoy Parent Club; or 

9. Failure to maintain respectful, collaborative communication consistent with the mission and values of the Vannoy Parent Club.

Section 4: Notice and Process

1. A motion for removal must be placed on the agenda of a regular or special Board meeting and communicated in writing to the officer concerned at least five (5) days prior to the meeting.

2. The officer shall be given the opportunity to respond orally or in writing before a vote is taken.

3. Removal shall require a two-thirds (2/3) vote of the Board of Directors present at a meeting with quorum.

4. In cases involving threats, harassment, or behavior that creates an unsafe environment, the Board may, by majority vote, immediately suspend the officer’s duties and privileges pending a removal hearing.

5. Suspension shall not exceed 30 days unless extended by a two-thirds (2/3) vote of the Board.

6. Repeated violations of the code of conduct or these bylaws, even if individually minor, may collectively constitute grounds for removal.

7. Members removed from office for disciplinary reasons shall not be eligible to serve on the Board of Directors again until at least one full year has passed from the date of removal.

   1. Eligibility of nomination may only occur upon demonstrated corrective action or reconciliation consistent with the values of the Vannoy Parent Club.

Section 5: Filling Vacancies
A vacancy created by removal shall be filled in accordance with Article VII. The replacement shall serve the remainder of the unexpired term.

ARTICLE VII – VACANCIES ON THE BOARD OF DIRECTORS

Section 1: Any vacancy occurring on the Board of Directors shall be filled by appointment by the Board of Directors.  The term of this office shall be for the unexpired length of the term of the position vacated.

ARTICLE VIII – ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS

Section 1: A Nominating Committee of three to five (3-5) members shall be selected by the Board of Directors no later than March.  The Nominating Committee shall select at least one nominee for each elected position.  An election shall be held at a general meeting held in April or May.  At this meeting, other nominations shall be accepted from the floor, and the election shall be by secret ballot.  A simple majority of those present and voting shall be necessary for election to any position on the Board of Directors.

Section 2: Members of the Board of Directors duly elected shall be installed and shall take office prior to the regular July meeting of the Board of Directors.

Section 3: The term of office of an elected member of the Board of Directors shall be one year.

Section 4: Term Limits: No individual may serve more than two consecutive one-year terms in the same elected position on the Board of Directors. After serving two consecutive terms in a particular role, a member must vacate that position for at least one full year before being eligible to serve again in that same role. Time served by appointment to fill a partial vacancy shall not count toward this limit.

ARTICLE IX – MEETINGS

Section 1: General meetings of the membership shall be held at least three (3) times per year.

Section 2: Regular meetings of the Board of Directors shall be held at least once each month during the school year, at a time and place designated by the President and upon at least 24 hours’ notice.  The general membership will be notified of the time and meeting place of these meetings, which shall be open to all members.  The President may call such special board meetings as shall be necessary.

ARTICLE X – QUORUM

Section 1: A quorum for the conduct of business at a general meeting of the membership shall be five, and an act of the majority of members present at any meeting shall be the act of the full membership, except as may otherwise be specifically provided by statutes or by these bylaws.

Section 2: A quorum for the conduct of business at a meeting of the Board of Directors shall be a majority of the Board of Directors.  The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of the greater number is required by law or by these bylaws.

ARTICLE XI – CONDUCT OF MEETINGS

Section 1: Robert’s Rules of Order, latest edition, shall be recognized as the authority governing all meetings of the Club, when not in conflict with these bylaws.

ARTICLE XII – VANNOY PARENT CLUB RESERVE REQUIREMENT

Section 1: A $30,000 reserve amount is required to be in the Vannoy Parent Club bank account at fiscal year-end each year.  This amount is intended to be used by the next year’s Club, if needed, to get their year started.

1. In the event the reserve balance falls below $30,000, the Board of Directors shall review the shortfall and take reasonable measures to restore the reserve within the following fiscal year through fundraising, expense reduction, or budget adjustments.

2. The Board shall document the cause of the shortfall and the corrective plan in the meeting minutes.

ARTICLE XIII – ELECTRONIC COMMUNICATION

Section 1:           Notice of meetings, agenda items, and voting may be conducted electronically, provided all members have equal access to participate. Electronic votes shall be recorded in the minutes.

Adopted 9/13/89

Amended 6/7/93: Article I, Section 1, and Article IV, Section 5

Amended 11/6/01: Article II, Section 1; Article III, Section 2; and Article IV, Sections 1, 5, 7, 10, 11, 15 and 16

Amended 9/1/05: Article IV, Sections 1 and 16

Amended 12/4/07: Article IV, Sections 1, 3, 4, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, and 16

Amended 3/3/09: Article IV, Section 8; and Article XII, section 1 

Amended 8/29/19: Article I, Section 1; Article IV, Sections 1 and 8; Article VIII, Section 2; Article XIII, Section 1.

Amended 10/8/25: Article IV; Article VI; Article VIII, Section 4; Article XII; Article XIII,