May
10, 2007
BY-LAWS OF THE
WOOD GORMLEY PARENT TEACHER CLUB, INC.
ARTICLE I
Section
1. Name. The name of this corporation is Wood Gormley
Parent Teacher Club, Incorporated.
Section
2. Office. The principal office of the corporation in
the State of New Mexico shall be located in the City of Santa Fe, County of
Santa Fe. The corporation may have such
other offices, either within or without the State of New Mexico as the purposes
of the corporation may require from time to time.
Section
1. Membership. The members of the corporation shall consist
of the persons who are parents or guardians of children attending Wood Gormley
Elementary School and all educational staff of the school.
Section
2. Rights
of Members. Each member shall be
entitled to one vote. The right of a
member to vote and all his right, title and interest in or to the corporation
shall cease on the termination of his membership. No member shall be entitled to share in the distribution of the
corporate assets on dissolution of the corporation.
MEETINGS OF THE
MEMBERSHIP
Section 1. Annual Meetings. The annual
meeting of the members of the corporation shall be held at the registered
office of the corporation or at such other place within the State of New Mexico
as shall be set forth in the notice of the meeting. The meeting shall be held on the second Thursday of the month of
May of each year, beginning with the year 1997, at the time to be designated by
the board of directors. If the date
fixed for the annual meeting shall be a legal holiday, such meeting shall be
held on the next succeeding business day.
Failure to hold the annual meeting at the designated time shall not work
a forfeiture or dissolution of the corporation.
Section
2. Regular
and Special Meeting. Regular
meetings of the members shall be held four times a year at the direction of the
President on the second Thursday of a month in which school is in session
according to the Santa Fe Public School calendar. If school is not in session on the day of a regular meeting, the
President shall reschedule the meeting for the following week. When the first Tuesday of the month and the
second Thursday of the month fall in the same week, the general meeting shall
be held on the third or fourth Thursday of the month at the discretion of the
board. Special meetings of the members,
other than those regulated by statute, may be called at any time by the president,
the board of directors, any vice president acting as president pursuant to
these by‑laws, and must be called by the president or the secretary on
receipt of written request of one‑third of the members of the
corporation. Special meetings shall be
held at the registered office of the corporation or at such place within the
State of New Mexico as shall be set forth in the notice of meeting.
Section
3. Notice
of Meeting. Written notice stating
the place, day and hour of the meeting and the purpose or purposes for which
the meeting is called, shall be distributed to the members not less than two
(2) nor more than fifty (50) days before the date of the meeting, at the
direction of the president, the secretary or the officer or person calling the
meeting.
Section
4. Quorum
of Members. At least six (6) board
members and at least six (6) other members, in person, shall constitute a
quorum at a meeting of the members. A
quorum, once attained at a meeting, shall be deemed to continue until
adjournment notwithstanding the voluntary withdrawal of enough members to leave
less than a quorum. If a quorum is
present, the affirmative vote of a majority of the members at the meeting shall
be the act of the full membership, unless a vote of a greater number is required
by law. If, however, such quorum shall
not be present at any meeting of the members, members present shall have the
power to adjourn the meeting to a future date at which a quorum shall be
present. At such adjourned meeting, any
business may be transacted which might have been transacted at the meeting as
originally called.
Section
5. Voting. At every meeting of members each member
shall be entitled to vote in person.
Each member of the corporation shall be entitled to one (1) vote. The vote for directors and, upon demand of
any member, the vote upon any question before the meeting, shall be by
ballot. All elections shall be had and
all questions decided by majority vote of the persons present.
Section
6. Agenda
for Meetings. The agenda for
meetings of the members shall be set by the board of directors at the meeting
of the board held at least seven days prior to the meeting of the members.
Members shall submit written agenda requests for consideration by the
board. Such requests shall be in
writing and delivered to the board prior to their regular meeting. The agenda
for the membership meeting shall be posted on the premises of Wood Gormley
Elementary School at least five (5) days prior to the membership meeting.
Section
7. Budget Approval. The board of directors shall submit a budget
for the upcoming fiscal year of the corporation, for approval of the members,
at the regular meeting of the members held in the month of September.
Section 8. Contributions. The
board of directors through their treasurer shall accept only those
contributions intended to cover the expenses approved in the budget adopted by
the board of directors and the members or expenses otherwise approved by the
board of directors and the members.
Section
9. Authority
to Make Expenditures. Agenda items
requesting expenditure, loan or incurrence of debt of one thousand dollars
($1000.00) or more by the corporation must be presented to the members for
approval by the president at a meeting of the members. In this presentation, the president shall report
to the members the nature and purpose of the request.
Section
1. General
Powers and Duties of the Board of Directors. The business and affairs of the corporation shall be managed by
the board of directors. All corporate
powers, except such as are otherwise provided for in these by‑laws and
the laws of the State of New Mexico, shall be and are hereby vested in and
shall be exercised by the board of directors.
The directors shall in all cases act as a board and regularly
convene. Directors may not vote by
proxy. The directors may adopt such
rules and regulations for the conduct of their meetings and the management of
the corporation as they may deem proper, not inconsistent with law or these by‑laws.
Section
2. Number,
Tenure and Qualification of the Board of Directors. The directors of the corporation shall be
twelve (12). The number of directors
may be increased or decreased from time to time by amendment to these by‑laws,
but no decrease shall have the effect of shortening the term of any incumbent
director and there shall always be at least three (3) directors. The term of office of each director shall be
until the next annual meeting of the members.
The board of directors shall consist of the president, the first vice
president of fundraising, the second vice president of events, the secretary,
the treasurer, the preceding president, the principal of Wood Gormley
Elementary School, two representatives of the educational staff, the home room
coordinator and school district liaison, the newsletter chairman, and the
membership chairman.
Section
3. Regular
Meetings of the Board of Directors.
The regular meetings of the board of directors shall be held without
other notice than this by-law, no more than fourteen (14) days prior to the
regular monthly meetings of members at the same place as the regular meetings
of the members. The board of directors may provide, by resolution, the time and
place, within the State of New Mexico, for the holding of additional regular or
special meetings without other notice.
Section
4. Notice. Notice of any special meetings of the board
of directors shall be given at least two (2) days previously thereto by notice
delivered personally to each director.
Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a
waiver of notice of such meeting, except where a director attends a meeting for
the express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the board of directors need be specified in the
notice or waiver of notice of such meeting.
Section
5. Quorum
of the Board of Directors. A
majority of the number of directors shall constitute a quorum for the
transaction of business at any annual, regular or special meeting. A quorum, once attained, at a meeting, shall
be deemed to continue until adjournment notwithstanding any voluntary
withdrawal of enough directors to leave less than a quorum. In the transaction of business, 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.
If less than a majority of directors are present at any meeting, a
majority of directors present may adjourn the meeting from time to time without
further notice.
Section
6. Manifestation
of Dissent. A director who is
present at a meeting of the board of directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his dissent shall be entered in the minutes of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.
Section
7. Vacancies. Any vacancy occurring in the board of
directors may be filled by the affirmative vote of a majority of the remaining
directors though less than a quorum of the board of directors. A director elected to fill a vacancy shall be
elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of
an increase in the number of directors shall be filled by election at an annual
meeting or at a special meeting of the members called for that purpose.
Section
8. Removal
of Directors. A director, or the
entire board of directors, may be removed by the members, for three or more
unexcused absences from regular or special meetings of the board.
Section
9. Resignation. Any director may resign his office at any
time, such resignation to be made in writing and to take effect immediately
without acceptance.
Section
10. Term of Directors. Each
director shall hold office until their term expires, resignation, removal,
disqualification, death or her or his successor has been duly elected as herein
provided.
Section
11. Elections. The directors shall be elected annually by the majority
of members present, from among their number, at their annual meeting. If the election of directors is not held on
the date designated herein for any annual meeting, or any adjournment thereof,
the board of directors shall cause the election to be held at a special meeting
of the members as soon thereafter as may be convenient. Prior to the annual meeting, the president
shall name a nominating committee, made up of the president and two other
directors. The nominating committee
shall operate by consensus and shall develop a list of nominees for the
positions on the board of directors.
Prior to soliciting other nominations, the nominating committee shall
poll the current members of the board to determine whether they are interested
in remaining on the board and in what capacity. After the current directors are polled, the committee shall
solicit or accept other nominations from the membership. A list of board positions and the current
directors seeking reelection shall be published in the April newsletter. The nominating committee shall close the
nomination process and publish a complete list of directors seeking election in
the May newsletter. All positions are
subject to election regardless of whether a current board member is seeking
reelection.
Section 12. Compensation. The Board shall not be compensated for their services but may
receive reasonable reimbursement for expenses, subject to review by the
board. The retention of a member who is
not a director in her or his professional capacity or for the performance of
services shall occur only upon the approval of the board at a regular meeting
or a special meeting of the board called for that purpose. Nothing shall be construed as prohibiting
the board from hiring members who are not directors to perform professional
services or other extraordinary services for which they are professionally
suited, if there is also a determination by the board that the corporation
could not have obtained a more advantageous arrangement with reasonable effort
under the circumstances.
Section 13. Approval of Fundraisers. The Board of directors shall approve all
fundraising events conducted by the directors or the members.
ARTICLE V
DUTIES OF THE BOARD
OF DIRECTORS
Section 1. President. The President shall be the principal
executive officer of the corporation and shall in general supervise and control
all of the business and affairs of the corporation. The president shall:
Section 2.
First Vice President of
Fundraising. The vice president of
fundraising shall solicit chair people and delegate responsibility for each
fundraising committee, project and event designated by the board of
directors. The vice president shall
work with the membership chair in the Welcome Coffee. The vice president of fundraising shall require fundraising
chair people to complete a written report of the project or event they chair
for use by the board of directors and future chair people. In the absence of the president or in the
event of the president’s inability or refusal to act, the vice president of
fundraising shall perform the duties of the president, and when so acting,
shall have all the powers and be subject to all the responsibilities of the
office of president and shall perform such duties and functions as the board of
directors may prescribe.
Section 3.
Second Vice President of Events. The vice president of events shall solicit
chair people and delegate responsibility for each non-fundraising committee,
project or event designated by the board of directors. The vice president shall work with the
membership chair in the Welcome Coffee.
The vice president of events shall require non-fundraising chair people
to complete a written report of the project or event they chair for use by the
board of directors and future chair people. In the absence of the president and
the first vice president of fundraising or in the event of the president’s and
the first vice president of fundraising’s inability or refusal to act, the vice
president of events shall perform the duties of the president, and when so
acting, shall have all the powers and be subject to all the responsibilities of
the office of president and shall perform such duties and functions as the
board of directors may prescribe.
Section 4.
Secretary. The secretary shall record proceedings at
all meetings of the board of directors and of the members of the
corporation. The minutes shall include
the date and place of the meeting, whether regular or special, the names of
those present and the proceedings of the meeting. The secretary shall also:
Section 5.
Treasurer. The treasurer shall be the custodian of all
of the corporation’s funds and shall have the care and custody of and be
responsible of all funds, property and securities of the corporation. If required by the board of directors, the
treasurer shall have such bond as they shall determine appropriate for the
faithful performance of the treasurer’s duties. The treasurer shall:
Section 6.
Membership Chair. The membership chair shall plan, advertise
and coordinate the Welcome Coffee and shall also plan and execute the parent
donation drive. The membership chair
shall submit and file records of the funds collected at the parent donation
drive to the President and the Treasurer.
Finally, the membership chair shall assist the first vice president of
fundraising in coordinating fundraising efforts.
Section 7.
Newsletter Chair. The newsletter chair shall act as editor of
the monthly newsletter and shall be responsible for the production and
distribution of the newsletter to the members.
Section 8.
Home Room Coordinator and School
District Liaison. As home room
coordinator this person shall coordinate the home room representatives in their
responsibilities as designated by the board of directors. In addition, the person holding this
position shall serve as the liaison between Wood Gormley elementary school and
the Santa Fe public school district. As
school district liaison, this person shall make oral reports as necessary to
the board of directors and the members concerning district meetings attended.
Section 9.
Co-Officers. Unless the Board determines
otherwise, any elected position set forth in this Article V, Sections 1 through
8, may be filled by two persons who both agree and commit to perform jointly
and equally the duties and exercise jointly and equally the powers incident to
that position to which they are elected, so long as each Co-Officer was duly
nominated and elected pursuant to the provisions of these By-Laws. In the event
that a Co-Officer's vote is required by these By-Laws or otherwise, one vote
shall be designated to the shared position, and the Co-Officers shall jointly
exercise the single vote; if the two Co-Officers cannot agree on a single vote,
no vote shall be cast for the applicable position
ARTICLE VI
CONTRACTS,
LOANS AND SELF-DEALING TRANSACTIONS
Section 1. Contracts. The board may authorize an officer or
officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name and on behalf of the corporation, and such authority
may be general or confined to specific instances.
Section 2. Loans. The corporation shall not make any loan of
money or property to, or guaranty the obligation of any director or officer;
provided, however, that the corporation may advance money to a director or
member of the corporation for expenses reasonably anticipated to be incurred in
performance of the duties of the director or member so long as such individual
would be entitled to be reimbursed for such expenses absent that advance.
Section 3. Self-Dealing
Transactions. Except as approved in
Article IV Section 13, the board shall not approve a self dealing
transaction. A self-dealing transaction
is one to which the corporation is a party and in which one or more of the
directors or members has a material financial interest or a transaction between
this corporation and any person (other than a nonprofit 501(c)(3) corporation)
in which one or more of the directors or members is a director or between this
corporation and any person in which one or more of its directors has a material
financial interest. A director or
member shall not be deemed to have a “material financial interest” in a
contract or transaction that implements a charitable program of this
corporation solely because the contract or transaction are results in a benefit
to a director or the director’s family by virtue of their membership in the
class of persons intended to be benefited by the charitable program, as long as
the contract or transaction is approved or authorized by the board in good
faith.
ARTICLE VII
DEDICATION OF ASSETS
The properties and assets of the corporation are
irrevocably dedicated to charitable and educational purposes. No part of the net earnings, properties or
assets of the corporation, on dissolution or otherwise, shall inure to the
benefit of any private person or individual, director or officer of the
corporation. On liquidation or
dissolution, all remaining properties and assets of the corporation shall be
distributed and paid over to an organization dedicated to charitable and
educational purposes which has established its tax-exempt status under the
Internal Revenue Code Section 501(c)(3).
GENERAL
PROVISIONS
Section 1. Fiscal
Year. The corporation shall have a
fiscal year, which shall be determined by the board of directors. Such fiscal year shall end on the last day
of any one calendar month, and shall begin on the first day of the next
succeeding calendar month.
Section 2. Severability. If any competent court of law shall deem any portion of these
bylaws invalid or inoperative, then so far as is reasonable and possible the
remainder if these bylaws shall be considered valid and operative.
Section 3. Wavier of Notice. Whenever any notice is required to be given
under the provisions of New Mexico Law or under the provisions of the Articles
of Incorporation or the Bylaws of this Corporation, a wavier of notice in
writing signed by the person(s) entitled to such notice, whether before or
after the time stated in the notice, shall be deemed equivalent to the giving
of the notice.
Section
4. Amendments. The board of directors shall have power to
make, alter, amend, and repeal the by‑laws of the corporation by affirmative
vote of a majority of the board at any regular or special meeting of the board,
if the changes are subsequently approved by the members at any annual, regular
or special meeting of the members.
ARTICLE VII
Notwithstanding
any other provision of these by‑laws, no member, director, officer,
employee or representative of this corporation shall take any action or carry
on any activity by or on behalf of the corporation not permitted to be taken or
carried on by an organization exempt under Section 501(c) (3) of the Internal
Revenue Code of 1986 and its Regulations as they now exist or as they may
hereafter be amended, or by an organization contributions to which are
deductible under Section 170(C) (2) of such Code and Regulations as they now
exist or as they may hereafter be amended.
STATE OF NEW MEXICO )
) ss.
COUNTY OF ______________ )
I
hereby certify that the above and foregoing by‑laws of Wood Gormley
Parent Teacher Club, Incorporated, consisting of _____ pages, this page
included, are the by‑laws of this corporation, adopted by the members
thereof at a meeting held on the _____ day of ________________, 20_____.
________________________________________,
President
Attest:
_______________________________, Secretary
Subscribed
and sworn to me this _____ day of ________________, 20_____.
______________________________
Notary
Public
My Commission Expires:
_____________________