By Laws
Willow River Parents Group Bylaws
Article I Name
The name of the organization shall be the Willow River Parents Group
Article II Purpose
The corporation is organized for the purpose of supporting the education of children at Willow River Elementary by fostering relationships among the school, parents and teachers.
Article III Members
The membership shall be open to all parents, guardians and teachers of the students at Willow River Elementary school.
Article IV Officers and Elections
Section 1. Officers. The officers shall be a president, vice president, secretary, treasurer, and volunteer coordinator.
a. President. The president shall preside over meetings of the organization and executive board, serve as the primary contact for the principal, represent the organization at meetings outside the organization, serve as an ex officio member of all committees except the nominating committees and coordinate the work of all the officers and committees so that the purpose of the organization is served.
b. Vice President. The vice president shall assist the president and carry out the president’s duties in his or her absence or inability to serve.
c. Secretary. The secretary shall keep all records of the organization, take and record minutes, prepare the agenda, handle correspondence and send notices of meetings to the membership. The secretary also keeps a copy of the minute’s book, bylaws, rules, membership list and any other necessary supplies and brings them to meetings.
d. Treasurer. The treasures shall receive all monies of the Parent Group; shall keep accurate records of receipts and expenditures; shall pay out funds in accordance with the approved budget as authorized by the Parent Group. The treasurer shall maintain an operating balance of not less that $1000 in the checking account to facilitate paying of monthly expenditures. The treasurer shall present a financial statement at each meeting of the parent group and other times when requested by the board. The treasurer and another signatory will be required for all Parent Group checks over $500.
e. Volunteer Coordinator- Identify and organize volunteer needs for PG. Recruit volunteers and promote activities through phone calls, personal invitation, email, social media, physical postings at school, as well as passing along needs to and from classroom liaisons.
f. No monies above $50 for any reason shall leave the Willow River School unless it has been pre-approved by at least two board members. The treasurer is in charge of all money from Parent Group events and will accordingly manage discrepancies, over or under payments and deposits.
g. The principal shall serve as a liaison between the school district and the board.
Section 2. Nominations and Elections. Elections will be held at the second to last meeting of the school year. The nominating committee (which shall be the Executive board) shall select a candidate for each open office and present the slate at a meeting held one month prior to the election. Voting shall be by voice vote if a slate is presented. If more that one person is running for an office, a ballot vote shall be taken.
Section 3. Eligibility. Members are eligible for office if they are members in good standing at least 14 calendar days before the nominating committee presents its slate.
Section 4. Terms of office. Officers are elected for two years and may serve no more than two consecutive terms in the same office. Each person elected shall hold only one office at a time. Two people may jointly hold an office, essentially dividing the duties and acting as co-officers.
Section 5. Vacancies. If there is a vacancy in the office of president, the vice president will become the president. At the next regularly scheduled meeting, a new vice president will be elected. If there is a vacancy in any other office, members will fill the vacancy through an election at the next regular meeting
Section 6. Removal from Office. Officers can be removed from office with cause by a three-fifths vote of the executive board.
Article V – Meetings
Section 1. Regular Meetings. The regular meetings of the organization shall be on the third Monday of each month during the school year at 6:30 p.m. or at a time and place determined by the executive board at least one month before the meeting. The annual meeting will be held at the April regular meeting. The annual meeting is for receiving reports, electing officers and conducting other business that should arise. The secretary will notify the members of the meeting by email one week prior to the meeting.
Section 2. Special Meetings. Special meetings may be called by the president, any two members of the executive board or five general members submitting a written request by email or hardcopy to the secretary. Previous notice of the special meeting shall be sent to the members at least 3 days prior to the meeting by email.
Section 3. Quorum. The quorum shall be members present at the time of vote of the organization.
Article VI - Executive Board
Section 1. Membership. The executive board shall consist of the officers.
Section 2. Duties. The duties of the executive board shall be to transact business between meetings in preparation for the general meeting, create standing rules and policies, create standing and temporary committees, prepare and submit a budget to the membership, approve routine bills, including teacher requests and prepare reports and recommendations to the membership.
Section 2a. The executive board shall maintain routine written and verbal communications in regards to the financial status of the organization. This includes but is not limited to a member of the board who is not an authorized signature on financial accounts receiving the savings and check statements monthly to verify the accuracy and approval status of the transactions. A copy of the financial statements shall be approved for accuracy at each executive board meeting. Each attending executive member should sign and date the actual statement. The secretary should keep a copy of this for future reference.
Any unbudgeted transaction in excess of $500 will require written consent such as: signatures on the invoice or purchase order from the attending executive board members prior to payment being issued.
The treasurer will attend each executive board meeting and regularly scheduled meeting with current accurate accounting records, including all recent transaction receipts from the bank, bills and statements paid.
Section 3. Meetings. Regular meetings shall be held monthly, on the second Wednesday of every month at 2:30, at the school. In the event any board member is unable to attend they will prepare any reports they are responsible for and make sure the others have it prior to the meeting. Special meetings may be called by any two board members, with 24 hours notice. Any executive board meeting that is canceled will be rescheduled to occur within 7 days of the originally canceled meeting.
Section 4. Quorum. Half the number of the board members plus one constitutes a quorum.
Article VII – Committees
Section 1. Membership. Committees may consist of members and board members, with the president acting as an ex officio member of all committees.
Section 2. Standing and Special Committees
a. Standing Committees and additional committees will be appointed by the board as needed. The term shall be for one year. Chairpersons of the standing committees can be shared by more than one person.
b. The chairpersons of each standing committee shall present a plan of work to be approved by either the president or vice president.
c. Each committee chairperson will be given a budget and they are not to exceed this budget without prior written notice and approval by the parent group.
d. The power to form special committees and appoint their members rests with the board. Since a special committee is created and appointed for specific purposes, it is automatically out of existence when its work is done and its final report is received.
e. The president and the vice president shall each be a member with voting privileges of all committees.
f. Meetings of committee members and volunteers for upcoming projects are to schedule meetings in order to reach goal of successful event/ project, updating WRPG board as planning progresses.
Article VIII – Finances
Section 1. A tentative budget shall be drafted in the spring of each school year and approved by a majority vote of executive board and presented to the general membership.
Section 2. The treasurer shall keep accurate records of any disbursements, income and bank account information. These records must be present at all executive board meeting and presented within twenty-four hours of request by the executive board or at least two members of the executive board.
Section 3. The board shall approve all expenses of the organization. These approvals will be done at executive board meetings in writing or at any specially scheduled meeting of the executive board.
Section 4. Authorized signers shall be the president and treasurer.
Section 5. The treasurer shall prepare a financial statement at the end of the year or within twenty-four hours of request by the executive board.
Section 6. Upon the dissolution of the organization, any remaining funds should be used to pay any outstanding bills and with the membership’s approval, spent for the benefit of the school.
Section 7. The fiscal year shall coordinate with the school year. Reminder: state laws often dictate what records must be made available to organizations members and to the general public. Also, federal law requires that a nonprofit tax-exempt organization’s IRS form 1023 and copies of the organization’s annual information returns (IRS form (990 or 990 EZ) for the most recent three years be available for public review when requested.
Article IX – Standing Rules
Robert’s Rules of Order shall govern meetings when they are not in conflict with the organization’s bylaws.
Article X – Standing Rules
Standing rules may be approved by the executive board, and the secretary shall keep a record of the standing rules for future reference.
Article XI – Dissolution
The organization may be dissolved with previous notice (14 calendar days) and a two-thirds vote of those present at the meeting.
Article XII – Amendments
These bylaws may be amended at any regular or special meeting, providing that previous notice was given in writing at the prior meeting and then sent to all members of the organization by the secretary. Notice may be given by postal mail, email, or fax. Amendments will be approved by a three-fifths vote of the executive board, assuming a quorum.
Articles XIII – Conflict of Interest Policy
Section 1. Purpose
The purpose of the conflict of interest policy is to protect this tax-exempt organization’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Section 2. Definitions
a. Interested Person. Any director, principal officer or member of a committee with governing board-delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
b. Financial Interest. A person has a financial interest if the person has, directly or indirectly through business, investment or family:
i. An ownership or investment interest in any entity with which the organization has a transaction or arrangement.
ii. A compensation arrangement with the organization or with any entity or individual with which the organization is negotiating a transaction or arrangement or
iii. A potential ownership or investment interest in or compensation arrangement with any entity or individual with which the organization is negotiating a transaction or arrangement. “Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under section 3b, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Section 3. Procedures
a. Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board-delegated powers whoa re considering the proposed transaction or arrangement.
b. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts and after any discussion with the interested person he or she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide whether a conflict of interest exists.
c. Procedure for Addressing the Conflict of Interest
i. An interested person may make a presentation at the governing board or committee meeting but after the presentation, he or she shall leave the meeting during the discussion of and the vote on the transaction or arrangement involving the possible conflicts of interest.
ii. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
iii. After exercising due diligence, the governing board or committee shall determine whether the organization can obtain with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
iv. If a more advantageous transaction or arrangement is not reasonable, possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors.
c. Whether partnerships, joint ventures and arrangements with management organizations conform to the organization’s written policies, are properly recorded, reflected reasonable investment or payments for goods and services, further charitable purposes and do not result in inurnment, impermissible private benefit or an excess benefit transaction.
Article I Name
The name of the organization shall be the Willow River Parents Group
Article II Purpose
The corporation is organized for the purpose of supporting the education of children at Willow River Elementary by fostering relationships among the school, parents and teachers.
Article III Members
The membership shall be open to all parents, guardians and teachers of the students at Willow River Elementary school.
Article IV Officers and Elections
Section 1. Officers. The officers shall be a president, vice president, secretary, treasurer, and volunteer coordinator.
a. President. The president shall preside over meetings of the organization and executive board, serve as the primary contact for the principal, represent the organization at meetings outside the organization, serve as an ex officio member of all committees except the nominating committees and coordinate the work of all the officers and committees so that the purpose of the organization is served.
b. Vice President. The vice president shall assist the president and carry out the president’s duties in his or her absence or inability to serve.
c. Secretary. The secretary shall keep all records of the organization, take and record minutes, prepare the agenda, handle correspondence and send notices of meetings to the membership. The secretary also keeps a copy of the minute’s book, bylaws, rules, membership list and any other necessary supplies and brings them to meetings.
d. Treasurer. The treasures shall receive all monies of the Parent Group; shall keep accurate records of receipts and expenditures; shall pay out funds in accordance with the approved budget as authorized by the Parent Group. The treasurer shall maintain an operating balance of not less that $1000 in the checking account to facilitate paying of monthly expenditures. The treasurer shall present a financial statement at each meeting of the parent group and other times when requested by the board. The treasurer and another signatory will be required for all Parent Group checks over $500.
e. Volunteer Coordinator- Identify and organize volunteer needs for PG. Recruit volunteers and promote activities through phone calls, personal invitation, email, social media, physical postings at school, as well as passing along needs to and from classroom liaisons.
f. No monies above $50 for any reason shall leave the Willow River School unless it has been pre-approved by at least two board members. The treasurer is in charge of all money from Parent Group events and will accordingly manage discrepancies, over or under payments and deposits.
g. The principal shall serve as a liaison between the school district and the board.
Section 2. Nominations and Elections. Elections will be held at the second to last meeting of the school year. The nominating committee (which shall be the Executive board) shall select a candidate for each open office and present the slate at a meeting held one month prior to the election. Voting shall be by voice vote if a slate is presented. If more that one person is running for an office, a ballot vote shall be taken.
Section 3. Eligibility. Members are eligible for office if they are members in good standing at least 14 calendar days before the nominating committee presents its slate.
Section 4. Terms of office. Officers are elected for two years and may serve no more than two consecutive terms in the same office. Each person elected shall hold only one office at a time. Two people may jointly hold an office, essentially dividing the duties and acting as co-officers.
Section 5. Vacancies. If there is a vacancy in the office of president, the vice president will become the president. At the next regularly scheduled meeting, a new vice president will be elected. If there is a vacancy in any other office, members will fill the vacancy through an election at the next regular meeting
Section 6. Removal from Office. Officers can be removed from office with cause by a three-fifths vote of the executive board.
Article V – Meetings
Section 1. Regular Meetings. The regular meetings of the organization shall be on the third Monday of each month during the school year at 6:30 p.m. or at a time and place determined by the executive board at least one month before the meeting. The annual meeting will be held at the April regular meeting. The annual meeting is for receiving reports, electing officers and conducting other business that should arise. The secretary will notify the members of the meeting by email one week prior to the meeting.
Section 2. Special Meetings. Special meetings may be called by the president, any two members of the executive board or five general members submitting a written request by email or hardcopy to the secretary. Previous notice of the special meeting shall be sent to the members at least 3 days prior to the meeting by email.
Section 3. Quorum. The quorum shall be members present at the time of vote of the organization.
Article VI - Executive Board
Section 1. Membership. The executive board shall consist of the officers.
Section 2. Duties. The duties of the executive board shall be to transact business between meetings in preparation for the general meeting, create standing rules and policies, create standing and temporary committees, prepare and submit a budget to the membership, approve routine bills, including teacher requests and prepare reports and recommendations to the membership.
Section 2a. The executive board shall maintain routine written and verbal communications in regards to the financial status of the organization. This includes but is not limited to a member of the board who is not an authorized signature on financial accounts receiving the savings and check statements monthly to verify the accuracy and approval status of the transactions. A copy of the financial statements shall be approved for accuracy at each executive board meeting. Each attending executive member should sign and date the actual statement. The secretary should keep a copy of this for future reference.
Any unbudgeted transaction in excess of $500 will require written consent such as: signatures on the invoice or purchase order from the attending executive board members prior to payment being issued.
The treasurer will attend each executive board meeting and regularly scheduled meeting with current accurate accounting records, including all recent transaction receipts from the bank, bills and statements paid.
Section 3. Meetings. Regular meetings shall be held monthly, on the second Wednesday of every month at 2:30, at the school. In the event any board member is unable to attend they will prepare any reports they are responsible for and make sure the others have it prior to the meeting. Special meetings may be called by any two board members, with 24 hours notice. Any executive board meeting that is canceled will be rescheduled to occur within 7 days of the originally canceled meeting.
Section 4. Quorum. Half the number of the board members plus one constitutes a quorum.
Article VII – Committees
Section 1. Membership. Committees may consist of members and board members, with the president acting as an ex officio member of all committees.
Section 2. Standing and Special Committees
a. Standing Committees and additional committees will be appointed by the board as needed. The term shall be for one year. Chairpersons of the standing committees can be shared by more than one person.
b. The chairpersons of each standing committee shall present a plan of work to be approved by either the president or vice president.
c. Each committee chairperson will be given a budget and they are not to exceed this budget without prior written notice and approval by the parent group.
d. The power to form special committees and appoint their members rests with the board. Since a special committee is created and appointed for specific purposes, it is automatically out of existence when its work is done and its final report is received.
e. The president and the vice president shall each be a member with voting privileges of all committees.
f. Meetings of committee members and volunteers for upcoming projects are to schedule meetings in order to reach goal of successful event/ project, updating WRPG board as planning progresses.
Article VIII – Finances
Section 1. A tentative budget shall be drafted in the spring of each school year and approved by a majority vote of executive board and presented to the general membership.
Section 2. The treasurer shall keep accurate records of any disbursements, income and bank account information. These records must be present at all executive board meeting and presented within twenty-four hours of request by the executive board or at least two members of the executive board.
Section 3. The board shall approve all expenses of the organization. These approvals will be done at executive board meetings in writing or at any specially scheduled meeting of the executive board.
Section 4. Authorized signers shall be the president and treasurer.
Section 5. The treasurer shall prepare a financial statement at the end of the year or within twenty-four hours of request by the executive board.
Section 6. Upon the dissolution of the organization, any remaining funds should be used to pay any outstanding bills and with the membership’s approval, spent for the benefit of the school.
Section 7. The fiscal year shall coordinate with the school year. Reminder: state laws often dictate what records must be made available to organizations members and to the general public. Also, federal law requires that a nonprofit tax-exempt organization’s IRS form 1023 and copies of the organization’s annual information returns (IRS form (990 or 990 EZ) for the most recent three years be available for public review when requested.
Article IX – Standing Rules
Robert’s Rules of Order shall govern meetings when they are not in conflict with the organization’s bylaws.
Article X – Standing Rules
Standing rules may be approved by the executive board, and the secretary shall keep a record of the standing rules for future reference.
Article XI – Dissolution
The organization may be dissolved with previous notice (14 calendar days) and a two-thirds vote of those present at the meeting.
Article XII – Amendments
These bylaws may be amended at any regular or special meeting, providing that previous notice was given in writing at the prior meeting and then sent to all members of the organization by the secretary. Notice may be given by postal mail, email, or fax. Amendments will be approved by a three-fifths vote of the executive board, assuming a quorum.
Articles XIII – Conflict of Interest Policy
Section 1. Purpose
The purpose of the conflict of interest policy is to protect this tax-exempt organization’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Section 2. Definitions
a. Interested Person. Any director, principal officer or member of a committee with governing board-delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
b. Financial Interest. A person has a financial interest if the person has, directly or indirectly through business, investment or family:
i. An ownership or investment interest in any entity with which the organization has a transaction or arrangement.
ii. A compensation arrangement with the organization or with any entity or individual with which the organization is negotiating a transaction or arrangement or
iii. A potential ownership or investment interest in or compensation arrangement with any entity or individual with which the organization is negotiating a transaction or arrangement. “Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under section 3b, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Section 3. Procedures
a. Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board-delegated powers whoa re considering the proposed transaction or arrangement.
b. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts and after any discussion with the interested person he or she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide whether a conflict of interest exists.
c. Procedure for Addressing the Conflict of Interest
i. An interested person may make a presentation at the governing board or committee meeting but after the presentation, he or she shall leave the meeting during the discussion of and the vote on the transaction or arrangement involving the possible conflicts of interest.
ii. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
iii. After exercising due diligence, the governing board or committee shall determine whether the organization can obtain with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
iv. If a more advantageous transaction or arrangement is not reasonable, possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors.
c. Whether partnerships, joint ventures and arrangements with management organizations conform to the organization’s written policies, are properly recorded, reflected reasonable investment or payments for goods and services, further charitable purposes and do not result in inurnment, impermissible private benefit or an excess benefit transaction.