BYLAWS
of
International Baccalaureate Parents Organization
(a
Article 1 – Name
The name of this organization is the Mira Loma High School International Baccalaureate (IB) Parents Organization, and will be referred to in these bylaws as the IB Parents Organization.
Article 2 – Offices
Section 1. Principal Office
The principal office of the IB Parents Organization for the transaction of business is located at
Section 2. Change of Address
The county of the IB Parents Organization can be changed only by amendment of these bylaws and not otherwise. The Board of Directors may, however, change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed an amendment of these bylaws:
Mira Loma High School_______________ Dated: _August_1_++______, 2000
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__________________________________ Dated: __________________, 20_____
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Section 3. Other Offices
Business may be conducted at
Article 3 - Membership
Section 1. Members Prohibited
The corporation shall have no members.
Section 2. Effect of Prohibition
All rights that under the California Nonprofit Corporation Law would otherwise vest in the members shall vest in the Directors. Any action that would otherwise require approval by a majority of all members or by the members shall require only approval of the Board of Directors.
Article 4 – Directors
Section 1. Number of Directors
The IB Parents Organization shall have no fewer than 8 and no more than 35 Directors. and collectively they shall be known as the Board of Directors, hereafter referred to as the Board. The number may be changed by amendment of these bylaws or by repeal of these bylaws and adoption of new bylaws.
Section 2. Qualifications
All Directors on the Board shall be parents of at least one student who attends
Section 3. Elections
Directors and Officers for the subsequent fiscal year shall be nominated and elected by the Board at the regularly scheduled Board meeting each May. Each IB Parents Organization Director shall cast one vote by voice, unless the Board votes to conduct the election by written ballot. If there are more candidates than positions allowable in Section1 of Article 8, the candidates receiving the highest number of votes up to the allowable number of Directors shall be elected. The election results shall be announced at the last general parent meeting of the fiscal year.
Section 4. Term of Office
The term of office shall be one year. Individuals may serve more than one year in a particular capacity if re-elected to the Board.
Section 5. Powers and Duties
Subject to the provisions and limitations of the California Nonprofit Public Benefit Corporation Law and any other applicable laws, and subject to the limitations of the articles of incorporation and these bylaws, the activities and affairs of the corporation shall be conducted and all corporate powers shall be exercised by or under direction of the Board. Under their direction, the Board may delegate the management of the activities to any person or persons, or to committees.
Section 5. Removal and Resignation
A Director may be removed from the Board by a majority vote of the Directors then in office. Any Director who misses three consecutive Board meetings without a valid excuse, as determined by the Directors, shall automatically be removed from the Board. Under the California Nonprofit Public Benefit Corporation Law, any Director may resign by giving written notice to the Board which includes the effective date of resignation.
Section 6. Board Vacancies
By a majority of its Directors then in office, the Board may at any time increase or decrease but not by more than two (2) the number of its Directors, not to exceed the maximum allowable number of Directors, and may elect persons to fill Director vacancies. The Board shall vote to fill Officer vacancies from among the current Directors on the Board.
Section 7. Voting Rights
Each Director shall have one vote. The Principal of Mira Loma High School, or his or her designee, s and the IB Coordinator shall each serve as ex-officio members of the Board, and shall not have voting rights. Interested parties are welcome to attend Board meetings but shall not have voting rights.
Section 8. Board Meetings
Meetings of the Board shall be held monthly during the school year on a regularly scheduled basis, as established and noticed by the Board, or as called by the President of the IB Parents Organization. All meetings of the Board shall be open to the public and noticed in the school newsletter or posted at the school two days prior to the meeting. Committees chaired by Directors of the organization may meet at any time and place without notice, provided that they report on their activities to the Board.
Section 9. Quorum
A quorum for the transaction of business shall consist of a majority of the Board of Directors in attendance at a Board meeting provided that at least one-third of the year's elected Directors and in no case fewer than five (5) are in attendance. Whether or not a quorum is present, a majority of the Directors remaining at a meeting may adjourn. Between meetings, action may be taken by the Executive Committee as provided in Article 5, Section 2 of these bylaws.
Section 10. Conduct of Board Meetings
Meetings of the Board of Directors shall be presided over by the President of the Board, or, in his or her absence, the Vice President, or.in the absence of both of these persons, a chairperson chosen by a majority of the Directors present at the meeting.
The IB Parents Organization shall keep regular minutes of its proceedings, and cause them to be filed with the corporate records. The Secretary shall keep the attendance and minutes of each meeting; in his or her absence, the presiding officer shall appoint another person to act as Secretary of the meeting.
Meetings shall be governed by "Robert's Rules of Order," as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these bylaws, with the Articles of Incorporation of this corporation, or with provisions of law.
Section 11. Fees and Compensation
Directors and members of committees may receive such compensation, if any, for their services and such reimbursement for expenses, as may be fixed or determined by the Board.
Article 5 - Officers and Executive Committee
Section 1. Officers and Directors' Roles
The Board of Directors shall elect four Officers: President, Vice President, Secretary, and Treasurer. At their discretion, the Board may also designate Directors to serve as President-elect; as one or more assistants to the Vice
President, Secretary, and Treasurer, and as chairpersons of any committees established by the Board. All other
Directors shall serve as Directors-at-large. All officers, assistants, and committee chairpersons shall serve at the pleasure of the Board and shall hold their positions until their resignation or removal, or until their successors shall be elected or appointed. The Board may elect or appoint persons from among the Directors to fill any vacancies.
Section 2. Executive Committee
The Executive Committee shall consist of the President, Vice President, Secretary, and Treasurer. No assistants or committee chairs shall be part of the Executive Committee. The Executive Committee may take urgent action as deemed necessary between Board meetings, provided that such action is announced at the next Board meeting and noted in the minutes of that meeting. Such action may be conducted with telephone approval by a majority of the
Executive Committee and shall have full authority of the Board.
Section 3. Duties of Officers
President—The President of the IB Parents Organization is the general manager and chief executive officer of the corporation, and has, subject to the direction and control of the Board, general supervision, direction and control of the business and officers of the corporation. The President shall schedule and notice meetings, set meeting agendas, and preside over meetings.
Vice President—In the absence or disability of the President, the Vice President shall perform all the duties of the President, and when so acting, shall have all the powers of the President. The Vice President shall have such other powers and duties as may be prescribed by the Board.
Secretary—The Secretary of the IB Parents Organization shall act as Secretary of all meetings of the Board, keep and file the attendance and minutes as required under Article 4, Section 10, and report the same to the Board from time to time as the Board may require. The Secretary shall have such other powers and duties as may be prescribed by the Board.
Treasurer—The Treasurer is the chief financial officer of the IB Parents Organization and shall keep such accurate and complete books and fiscal records as are required under Article 6 and shall present regular reports to the Board as the Board may require. The Treasurer shall deposit all monies and valuables in the name and to the credit of the corporation. The Treasurer shall disburse funds as may be ordered by the Board. The Treasurer shall have such other powers and duties as may be prescribed by the Board.
Article 6 - Fiscal Records
The Board shall keep such permanent books of account and records as shall be sufficient to establish the items of gross income, receipts, and disbursements of the organization. The Treasurer shall keep such books, which shall at all times be open to inspection. The Board shall maintain such records as are required by the Internal Revenue Service, the Franchise Tax Board, and the State Attorney General.
Article 7 - Fiscal Year of the Corporation
The fiscal year of the corporation shall be July 1 to June 30 of the subsequent year.
Article 8 - General Parent Meetings
The IB Parents Organization shall hold at least three general parent meetings during the school year. All parents of "
Article 9 - Policies and Other Provisions
Section 1. Distributions Aligned with Purposes
This organization is organized exclusively for charitable, religious, educational and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. The organization's primary purpose is to provide financial and community support to the IB program at
Section 2. Distributions to Individuals
No part of the net earnings of the organization shall inure to the benefit of, or be distributed to, its 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 organization's purposes.
Section 3. Impermissible Activities
No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not ^ permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Section 4. Asset Distribution Upon Dissolution
Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or 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. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such puiposes.
Section 5. Endorsement of Commercial or Partisan Concerns
The name of the organization or the names of any members in their official capacities shall not be used to endorse or promote a commercial concern or its connection with any partisan interest or for any purpose not appropriately related to the purposes of the IB Parents Organization.
Section 6. Documents and Contracts
As set forth in the California Nonprofit Public Benefit Corporation Law, the corporation shall be bound by documents and contracts entered into between the corporation and any other person or entity when signed by an Officer or an agent of the corporation authorized by the Board.
Section 7. Indemnification
The corporation shall have the power to indemnify Directors or other agents of the corporation authorized by the ^ Board if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the corporation, consistent with its bylaws, and lawful.
Section 8. Insurance
The corporation shall have the power to purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent, provided, however, that a corporation shall have no power to purchase and maintain such insurance to indemnify any agent for a violation of Section 5233 of the California Nonprofit Public Benefit Corporation Law.
Article 10 - Amendments
These bylaws may be amended or repealed by the approval of a majority of the Board.
Written Consent of Directors Adopting Bylaws
We the undersigned, the 1996-97 Directors of the Mira Loma High School International Baccalaureate Parents Organization, a
DATED: August 15, 1997
Julie Owens, President
Michiyo Laing, Vice President
Catherine Barkett, Secretary
Susan Ishimaru, Treasurer
Liliana Loofbourow, Past President
Evelyn Agaskar
Harsha Gandhi
Anita Lum
Janean Parks
Clare Payne
Susan Rosza
Razieh Semnani
Nancy Lynn Szczepanik
Vanaja Tivakaran