Adopted 4/6/2011. Last amended 2/4/2014.
Article I - Name, Purpose
Section 1: Name. The name of the Corporation shall be The Elm Street Parent Advisory Council (PAC), Inc.
Section 2: Charitable Purpose Only. This Corporation shall be organized as a public charity and operated exclusively for charitable, scientific, literary and educational purposes. Subject to the limitations stated in the Articles of Organization, the purposes of this Corporation shall be to engage in any lawful activities, none of which are for profit, for which corporations may be organized under Chapter 180 of the Massachusetts General Law (or its corresponding future provisions) and Section 501(c)(3) of the of the Internal Revenue Code. No part of the earnings or assets of the Corporation shall inure to the benefit of any Officer of the Corporation. The Corporation shall not participate in the political campaigns of candidates for local, state or federal office and shall not engage in any lobbying activities.
Section 3: Specific Purpose. The primary purpose of The Elm Street Parent Advisory Council (PAC), Inc. shall be to establish a parent, teacher and school staff working relationship to enhance the school community and learning environment within Elm Street School; to support Elm Street School students, teachers, school staff and programs through volunteer and fund raising efforts; and to connect, engage and inform Elm Street School parents, legal guardians and persons standing in loco parentis through ongoing effective communications.
Section 4: Dissolution Clause. Upon the dissolution of this Corporation, 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.
Article II – Membership, Voting
Section 1: Members. Parents, legal guardians and persons standing in loco parentis of then current students of the Elm Street School in Walpole, Massachusetts are eligible to be members of the Corporation. Officers of the Corporation who meet membership eligibility criteria are considered members of the Corporation.
Section 2: Notice to Members. Notice to members required by these by-laws will be achieved by posting such notice on The Elm Street Parent Advisory Council (PAC), Inc. website and/or distributing an email to all members who have provided an email address for communication regarding matters of the Corporation.
Section 3: Voting. Each member shall be entitled to one vote on matters pertaining to election of Officers, amendments to by-laws, and expenditures over $250. Officers, regardless of whether they are eligible to be members of the Corporation, shall each have only one vote. The President will have the power and authority to vote to break any tie vote.
Article III - Meetings
Section 1: Annual Meeting. An Annual Meeting shall be held in September of each year for the purpose of introducing the Officers of the Corporation and presenting the annual budget. The President shall set the date, time, and place of the Annual Meeting.
Section 2: Monthly Meetings. The Corporation shall endeavor to hold meetings of the members once per month during the school year (September thru May, except for the month of December) in order to conduct PAC business. The President shall set the date, time, and place of the monthly meetings.
Section 3: Meeting Notice. Notice of each meeting shall be provided to members at least 5 business days in advance of the meeting.
Section 4: Special Meetings. Special Meetings may be called by the President to address extraordinary or emergency matters with less notice.
Section 5: Quorum and Voting. At least two (2) Officers and four (4) non-Officer members shall constitute a quorum. A majority vote of the members voting is the act of all of the members, unless these by-laws or applicable law provides otherwise.
Section 6: Principal. The Principal of Elm Street School will be requested to serve as an advisor to the Corporation and its Officers, and will be invited to attend all Monthly Meetings and the Annual Meeting.
Article IV – Officers and Directors
Section 1: Duties.
President. The President shall develop agendas for and preside over all meetings; oversee PAC financial affairs; be responsible for the general PAC management; ensure that all decisions of the quorum shall be implemented; and serve as the main liaison with the Principal of the Elm Street School.
President-Elect. The President-Elect shall assist the President in developing agendas for all meetings, overseeing the Corporation's financial affairs, and general management of the Corporation and shall train with the President in anticipation of becoming a candidate for the President position at the end of his/her term.
Secretary/Clerk. The Secretary/Clerk shall have overall responsibility for all record keeping and correspondence. The Secretary/Clerk shall officially record and distribute the minutes of all proceedings of the meetings and actions; provide notice of all meetings; maintain the archive of meeting minutes and by-laws; and distribute the Corporation’s mail.
Treasurer. The Treasurer shall have overall responsibility for the Corporation’s funds. The Treasurer shall keep full and accurate accounts of the Corporation’s financial records; oversee the Corporation’s financial affairs employing regular electronic account balance alerts if available; deposit all monies and other valuable effects in the name and to the credit of The Elm Street School Parent Advisory Council (PAC), Inc. in any appropriate banking institution; disburse approved funds; make monthly financial reports as to the financial condition of the Corporation to the members; report bi-monthly on the execution of the annual budget; and complete and file taxes, the annual report and any other required filings.
Treasurer-Elect. The Treasurer-Elect shall assist the Treasurer with respect to his/her duties and shall train with the Treasurer in anticipation of becoming a candidate for the Treasurer position at the end of his/her term.
Director. Each Officer also shall be a Director of the Corporation and, together, the Officers shall constitute the Board of Directors of the Corporation.
Section 2: Terms. Officers shall serve a term equal to one school year. The term shall begin on July 1st following the election of the Officer and continue until the following June 30th.
Section 3: Elections. At the last or second-to-last Monthly Meeting of the school year, a list of individuals who have expressed interest in becoming an Officer for any soon-to-be vacant Officer position will be presented by the President. Each individual interested in becoming an Officer will be given an opportunity to speak at the meeting, at the discretion of the President. After such presentation(s), the President shall conduct a vote of the members in attendance at the Monthly Meeting for each soon-to-be vacant Officer position.
Section 4: Vacancies. Mid-term vacancies in the President, Treasurer and Secretary/Clerk positions may be filled temporarily by a majority vote of the remaining Officers, which need not occur at a Monthly Meeting (the President-Elect and Treasurer-Elect positions need not be filled, but may be filled, at the discretion of the President). As soon as possible, the President will present candidate(s) for the vacant President, Treasurer or Secretary/Clerk position (and, if the President decides to fill a vacant President0Elect or Treasurer-Elect position, candidate(s) for such position) to the members at a Monthly Meeting and will conduct a vote of the members to fill the vacant Officer position for the remainder of the term.
Section 5: Resignation and Termination and Absences. An Officer may resign from his/her position in a writing directed to either the Secretary/Clerk or the President. An Officer may be removed from his/her position by a majority vote of the members.
Section 6: No Compensation or other Remuneration. No Officer or other member may receive any compensation or other remuneration from the Corporation, other than authorized reimbursement of Corporation expenses as provided herein.
Section 7: No Liability for Officers. The Corporation shall, to the extent legally permissible and only to the extent that the status of the Corporation as a non-exempt organization is not adversely affected thereby, indemnify any person who serves or has served as an Officer of the Corporation against any liabilities and expenses arising from or relating to his/her holding an Officer position of the Corporation, except: (1) if the Officer breached his/her duty of loyalty to the Corporation or its members; (2) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of the law; or (3) for any transaction from which the Officer derived an improper personal benefit.
Article V - Budget and Finance
Section 1: Fiscal Year. The fiscal year shall be June 1 to May 31.
Section 2: Annual Budget. The Treasurer and President shall develop the annual budget for the upcoming school year. The Treasurer shall present the budget for approval at either the final Monthly Meeting of the school year p rior to the budget year or the first Monthly Meeting of the school year to which the budget applies.
Section 3: Finance Reports. The Treasurer shall report at the Monthly Meeting regarding the status of funds in all of the Corporation’s banking accounts and the execution of the annual budget. The reports shall provide information pertaining to all sources of income and expenses, and the Corporation’s programs/event balances.
Section 4: Banking Account(s) and Check Writing. The Treasurer shall maintain all of the Corporation’s banking and financial records. The Treasurer shall only make payment for Corporation expenses when supported by a Purchase Order or Request for Reimbursement, and if approved as provided herein. Any payment or expenditure over Two-Hundred Fifty Dollars ($250.00) must be approved by the members at a Monthly Meeting or Special Meeting. The President and Treasurer will both have signature authority with respect to the accounts. Both the President and Treasurer will be required to sign any check, or approve any expenditure, for an amount over One Thousand Dollars ($1,000). The monthly statement for each bank account will be addressed to the Corporation, and will be mailed to the Corporation's mailing address. The President will be responsible for reviewing and initialing the monthly banking statement. Only then will the President forward the monthly banking statement to the Treasurer.
Article VI - Amendments
These by-laws may be amended or repealed and/or new by-laws adopted by a two-thirds majority vote of the members. Prior to the adoption of the amendment, the members shall be given at least three days’ notice of the date, time and place of the meeting at which the proposed amendment is to be considered, and the notice shall state that one of the purposes of the meeting is to consider a proposed amendment to the by-laws and shall contain, attach, or link to a copy of the proposed amendment. Any member may submit proposed amendments. To be considered for adoption, proposed amendments must be submitted in writing to the President and the Secretary/Clerk.
These by-laws were approved by a two-thirds majority vote of the members at the Monthly Meeting on April 26, 2011, amended by a two-thirds majority vote of the members at the Monthly Meeting on May 15, 2012, amended by a two-thirds majority vote of the members at the Monthly Meeting on November 19,2013, amended by a two-thirds majority vote of the members at the Monthly Meeting on February 4, 2014 and signed into effect by the Officers of The Elm Street Parent Advisory Council (PAC), Inc.