Any parent or legal guardian of any IDG Student (Parent), and any Staff Member, administrator, or teacher employed by the District at the Center for Creative Learning (CCL), or in the Academic Stretch Program, or Secondary TAG Resource Program (Staff) is eligible for Membership in the Organization, subject only to compliance with the provisions of these bylaws. Members who belong to the Staff are sometimes referred to in these bylaws as Staff Members. The term Members refers to both Members who are parents and Staff Members.
The term of a Membership shall be for one year from August 1 to July 31. The Organization shall conduct an annual enrollment of Members, but may admit Members at any time. The Board shall determine the method for annual enrollment. The membership of any person shall immediately terminate if she/he ceases to meet the eligibility criteria for Membership set forth in Section 1 of this Article III.
The Board shall determine the amount, time, and manner of payment of the Membership dues from time to time. Each Member shall pay the annual Membership dues; however, no household shall be assessed for more than one annual payment of Membership dues. Only those Members current in payment of Membership dues are eligible to vote on any issue that comes before a meeting of the Members or to serve as an Officer or Staff Representative of the Organization. Membership dues are not refundable for any reason.
Article IV: Board of Directors
Section 1. Board of Directors, Defined
The Board of Directors of the Organization (the Board) shall consist of the Officers of the Organization (as defined in Article V), the Coordinator of CCL or her/his appointed representative, and the Staff Representative.
Section 2. Duties
In addition to the duties expressly set forth in other provisions of these bylaws, the Board shall have the following duties:
- To transact business in the intervals between meetings of the Members;
- To direct all Officers and committees in their work;
- To prepare an annual budget to be submitted to the Members for approval at the first regular Membership meeting of the academic year;
- To approve expenditures within the limits of the budget, and to approve any necessary or appropriate non-budgeted expenditures in an aggregate amount not to exceed ten percent (10%) of the Operations Budget; provided, however, that the Board shall have no power to make the Organization liable for any debt(s) in an amount exceeding the cash assets of the Organization which have not been otherwise appropriated. Operations Budget means the total budget of the Organization less the amount of Scholarship Funds (as defined in Article X);
- To create standing and special committees of the Organization, and to designate the Vice Presidents of the Organization to whom such committees shall report; and
- To otherwise manage the business of the Organization in accordance with these bylaws.
Section 3. Meetings
Regular meetings of the Board shall be held a minimum of six times per year, the dates to be announced by the Board at its first meeting following the Annual Meeting. The President or a majority of the Members of the Board may call special meetings of the Board, or reschedule any regular meetings, upon seven (7) days notice to all the Members of the Board.
Section 4. Quorum and Voting
Except as otherwise required by these bylaws, a majority of the Members of the Board shall constitute a quorum of the Board for the transaction of business. Advisory Members of the Board shall not be included for purposes of determining a quorum of the Board. Except as otherwise required by these bylaws, the vote of a majority of the Members of the Board present at a meeting at which a quorum is present shall be the act of the Board.
If there is a tie vote the President will break the tie.
Article V: Officers; Staff Representative
Section 1. Officers, Defined
The Officers of the Organization shall be the President, Co-President, Vice President for School Support Services, Vice President for School Events and Programs, Vice President for Fundraising, Vice President for Communications, Vice-President for Parent Education, Secretary, and Treasurer. Except as otherwise set forth in these bylaws, Officers shall be elected at the Annual Meeting for a term of one year, commencing upon the close of such meeting, and until their respective successors are elected, qualified, and have been educated on the accepted practices of that office. Any or all offices may be shared by two (2) Members, each of whom shall be an Officer of the Organization and a Member of the Board. The Immediate Past President(s) will also be considered an Officer(s) of the Organization.
Section 2. Duties of Officers
The duties of the Officers of the Organization shall be as follows:
|President||The President shall be Chairperson of the Board and the chief executive Officer of the Organization. The President shall preside at all meetings of the Board; shall be an ex officio Member of all committees, except the Nominating Committees; shall approve all communications sent by the Organization; shall serve as liaison with the CCL administration and the District; shall coordinate the work of the Officers and committees of the Organization; shall be an authorized co-signatory for accounts of the Organization; and shall perform such other duties as may be prescribed in these bylaws or assigned to her/him by the Organization or the Board.|
|Co-President||The Co-President shall be an aide to the President; shall be an authorized co-signatory for accounts of the Organization; and shall perform such duties as the Board may direct. The Co- President, with the approval of the majority of the Board, shall perform the duties of the President if the President is unable to perform her/his duties due to absence or incapacity. The Co-President shall be an ex officio Member of each committee of the Organization that reports directly to such Vice President. This position is a two year commitment – moving President in year two.|
|Vice President of Fundraising||The Vice President of Fundraising shall oversee all fundraising done by the CCL-PTO and aid the Treasurer with duties. Vice President of Fundraising shall perform the duties of the Treasurer if the Treasurer is unable to perform his/her duties due to absence or incapacity. The VP of Fundraising shall also aide the President and shall perform such duties as the Board may direct. The VP of Fundraising shall also be ex officio member of all the fundraising committees that report to VP Fundraising.|
|Vice Presidents for School Support Services, School Events and Programs, Fundraising, Communications, and Parent Education||Each Vice President shall act as an aide to the President and shall perform such duties as the Board may direct. Each Vice President shall be an ex officio Member of each committee of the Organization that reports directly to such Vice President.|
|Secretary||The Secretary shall attend and suitably record the proceedings of all meetings of the Board and the Members; shall keep on file the bylaws, a current Membership list, and a list of all standing and special committees and their Membership; shall aid the President in preparing agendas for the Board and Membership meetings; shall conduct correspondence of the Organization as directed by the President and the Board; and shall perform other duties as assigned by the President or the Board.|
|Treasurer||The Treasurer shall be accountable for all monies belonging to the Organization; shall receive all funds which shall be deposited in the name of the Organization in federally insured bank accounts; shall keep correct account of all monies, and all bills, orders, claims and demands made upon the Organization; shall be an authorized cosignatory for accounts of the Organization; and shall make disbursements authorized by the Board; provided, however, that all drafts and withdrawals from accounts shall be countersigned by the President or First Vice President. The Treasurer shall present a financial statement (including balance sheet, and detailed receipt and disbursement statement for the year-to-date) at every regular meeting of the Board and of the Members and at such other times as may be requested by the Board; shall arrange for annual review of the books and records of the Organization (preferably by a certified public accountant); and shall assist the Board in the preparation of the annual budget. The majority of the Board must approve transfer of funds among accounts.|
|Co-Treasurer||The Co-Treasurer shall assist the treasure when necessary. This position is a two year commitment – moving to treasurer in year two.|
|Immediate Past President||The Immediate Past President may serve and be available in an advisory capacity to the current Officers on the Board and shall be allowed to attend all meetings of the Board and shall be considered to be a member of the Board for voting purposes.|
Section 3. Officer Records
Officers shall deliver all books and records of the Organization in their possession within forty-five (45) days after their successor assumes office.
Section 4. Staff Representative; Definition
The Staff Representative shall serve as a liaison between the Staff and the Board. Only Staff Members may serve as Staff Representatives. The position of Staff Representative may be shared by two (2) Staff Members, each of whom shall be a Member of the Board.
Article VI: Elections
Section 1. Nomination Procedures; Officers
The Nominating Committee shall recruit nominee(s) for each office of the Organization. The Nominating Committee shall be appointed at least sixty (60) days prior to the Annual Meeting and shall be composed of three Members: one Board Member, one Member from the Membership at large, and one Staff Member. The President shall appoint the Board Member and the at large Member for the Nominating Committee. The Coordinator of the CCL shall appoint the Staff Member for the Nominating Committee. Upon selection of the Nominating Committee, the President shall notify the Membership that Members may make suggestions to the Nominating Committee for nominees for offices of the Organization.
The names of consenting nominees shall be reported to the Board by the Nominating Committee at the regular Board meeting in April or May of each year. The Members shall be notified by the Organization of the names of such nominees at least fifteen (15) days before the Annual Meeting. Members may make additional nominations from the floor at the Annual Meeting.
Section 2. Election, of Officers
The Members shall elect the Officers of the Organization at the Annual Meeting. The Staff Representative shall be elected for a one-year term by the Staff Members. Election shall be by plurality vote by secret ballot; provided, however, that if there is only one nominee for any office, the election for such office may be by voice vote.
Section 3. Vacancies in Office
In the event the office of (both) Presidents becomes vacant, the First Vice President shall fulfill the duties of President until the next Annual Meeting. A vacancy in any other office (or in the office of President if the First Vice President does not consent to assume the duties of the President) shall be appointed by the Board and this new officer shall abide by these bylaws.
Section 4. Staff Representative; Election, Vacancy
The election for Staff Representative shall be held within the thirty (30) day period immediately preceding the Annual Meeting. The Staff Members shall elect the Staff Representative for a term of one year, commencing upon the close of the Annual Meeting, and until his/her successor is elected and has qualified. The Coordinator of the CCL shall fill any vacancy in this position.
Article VII: Meetings of the Membership
Section 1. Annual Meeting
The Annual Meeting of the Members will be held during the month of April or May of each year. The Board shall set the date, time of such meeting, and notify its Members at its first regular meeting of the academic year.
Section 2. Regular Meetings
The regular meetings of the Members shall be held at least three times during each academic year, the dates and times to be set by the Board. Notice of the first regular meeting of the Members shall be given no less than 20 days before the meeting. The scheduled dates and times of the other regular meetings shall be given in writing at the first regular meeting and will be posted at the CCL.
Section 3. Special Meetings
Special meetings of the Members may be called by the Board, the President, or by petition of one-tenth of the Membership presented to any Officer of the Organization, upon at least seven (7) days’ advance notice to the Membership. Only such business as is specified in the notice of meeting shall be conducted at a special meeting of the Members.
Section 4. Notice of Rescheduled Meetings
The Members shall be notified no later than seven (7) days in advance of the date of any rescheduled meeting of the Members. Any notice of rescheduling of the Annual Meeting date shall be in writing.
Section 5. Quorum
The Members present at any meeting of the Membership shall constitute a quorum for the transaction of business.
Section 6. Majority Vote
Except as otherwise provided in these bylaws, any action or matter required or permitted to be taken by the Members at a meeting shall be authorized by a majority vote of the Members present and entitled to vote at such meeting.
Article VIII: Committees
Section 1. Committees
The Board shall create such standing and special committees of the Organization as necessary or appropriate to promote the purposes of the Organization, with such duties as specified by the Board. Upon creation of each such committee, the Board shall designate one of the Vice Presidents as the Officer to whom such committee shall directly report. The Board may eliminate any such committee or change any such designation from time to time at its discretion. The Secretary shall maintain with the records of the Organization a current list of the name and duties of each committee and the Vice President to whom the committee reports. Each Vice President shall be an ex officio Member of each committee that reports directly to such Vice President.
Section 2. Committee Membership
The Board shall seek volunteers for each committee of the Organization. Any Member may volunteer for committee Membership. The Board shall appoint a chairperson or chairpersons of each committee. Each committee chairperson shall maintain a current list of the Members of that committee, and shall provide a copy of such list to the Secretary and to the Vice President to whom the committee reports.
Article IX: Amendments to Bylaws
Section 1. Notice of Amendment
Notice of any proposed amendment to the bylaws shall be given to the Members at least seven (7) days prior to the meeting at which the vote of the Members on such amendment is to be taken.
Section 2. Required Vote on Amendments
Any amendment of the bylaws shall require the affirmative vote of two-thirds of the Members present and entitled to vote at a meeting of the Membership.
Article X: Miscellaneous Issues
Section 1. Dissolution Clause
Upon the dissolution of the Organization, the Organization shall, after paying or making provisions for the payment of all the liabilities of the Organization, dispose of all assets of the Organization exclusively for the purposes of the Organization, or to such other organization or organizations organized and operated to promote the education and interests of gifted children as shall qualify as an exempt organization or organizations under Section 501(c)(3) of the Code (or the corresponding provision of any successor statute) as the Board shall determine. Any such assets not so disposed of by the Board shall be disposed of by the Court of Common Pleas of the county in which the District is located, exclusively for such purposes, or to such organization or organizations organized and operated for such purposes, as such court shall determine.
Section 2. Scholarship Funds
Any monies or assets which are raised or collected by or through any scholarship fund committee of the Organization or which are designated by the donor thereof for the purpose of grants or scholarships to or for gifted children (“Scholarship Funds”) shall be used exclusively for the scholarship program(s) or activities for which they are raised, collected or otherwise donated, and shall not be used by the Organization to support its other purposes or activities. Scholarship Funds shall be segregated from all other monies and assets of Organization, deposited and maintained in separate accounts or investments from all other accounts and investments of the Organization, and recorded and reported in the books and records of the Organization as Scholarship Funds.
Section 3. Method of Notice
With regard to the non-profit nature of the Organization and the composition of the Membership, any notice required or permitted to be given to Members or Board Members may be given by written notice (including distribution of flyers and posting of notices through CCL, by telephone, by facsimile, by electronic-mail, or by any combination thereof, or by any other method reasonably designed to reach the Members or Board Members. It is contemplated, but not required, that notices under these bylaws will be given to the Members by distribution of written notices to the Members’ children enrolled in the CCL and by posting such written notices in appropriate locations at the CCL.
Section 4. Fiscal Policy
The Executive Board shall see that a budget shall be presented to approval at the first general membership (open) meeting of the academic year. At that time, additional funds from the current year are also allocated. The Board as the authority to make budget adjustments during the year, provided they do not individually exceed $500.00; the Board shall have no power to make the Organization liable for any debt(s) in an amount exceeding the cash assents of the Organization which have not been otherwise appropriated.