Bylaws of the AVS Parent Group
ARTICLE I: NAME, DESCRIPTION AND PURPOSE
Section 1: The name of the organization shall be the AVS Parent Group. The AVS Parent Group is located at Alta Vista School, 450 Somerset Street, San Francisco, California 94134.
Section 2: The AVS Parent Group is a nonprofit organization that exists for charitable, educational, and scientific purposes, including the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code.
Section 3: The purpose of the AVS Parent Group is to enhance and support the educational experience at Alta Vista School, to develop a closer connection between school and home by encouraging parent involvement, and to improve the environment at Alta Vista School through volunteer and financial support.
ARTICLE II: MEMBERSHIP
Section 1: Membership shall be automatically granted to all parents and guardians of Alta Vista School students.
Section 2: There are no membership dues; however, voluntary donations are encouraged.
ARTICLE III: OFFICERS, DUTIES AND ELECTIONS
Section 1: EXECUTIVE COMMITTEE—The Executive Committee shall consist of the following officers: Chair, Vice Chair, Secretary, Treasurer, Community Engagement Chair, School Support Chair, Outreach Chair, and Development Chair. The Executive Committee shall have fair representation by parents/guardians from both the Middle and Lower Schools. Officer positions can be shared. The Head of School, or his/her designee, is a tie-breaking voting member of the Executive Committee. A liaison to the AVS Board is encouraged to participate as a non-voting member of the Executive Committee.
Section 2: TERM OF OFFICE—The suggested term of office for all officers is two years, beginning August 1 and ending July 31 of the following year. Any member may serve no more than two (2) consecutive terms in the same office. Each person elected shall hold only one office at a time. The starting year for four (half) of the elected positions will be staggered such that each year, four new officers are elected and four returning officers are serving their second year.
Section 3: QUALIFICATIONS—Any Parent Group member in good standing may become an officer of the Parent Group.
Section 4: DUTIES
Executive Committee: Develop the Parent Group’s annual budget, establish and oversee committees to conduct the work of the Parent Group, and establish fundraising programs.
Chair: Develop agendas and preside at general Parent Group meetings and Executive Committee meetings, serve as the official representative of the Parent Group, and retain all official records of the Parent Group. Serve with the Treasurer and other ExComm members as agreed at the beginning of the fiscal year on the Parent Group Finance Committee.
Vice Chair: Oversee the committee system of the Parent Group, manage and recruit volunteers, manage communications including but not limited to newsletters and website, assist the Chair, and chair meetings in the absence of the Parent Group Chair.
Secretary: Record and distribute minutes of all Executive Committee meetings and all general Parent Group meetings.
Treasurer: Serve as custodian of the Parent Group’s finances, collect revenue, pay authorized expenses, follow all financial policies of the Parent Group, draft annual budgets and hold all financial records. Serve with the Chair(s) and other ExComm members as agreed at the beginning of the fiscal year on the Parent Group Finance Committee.
School Support Chair: Coordinate Parent Group committees that support the school staff and administration as needed with school operations and activities. Such committees may include: Staff Appreciation, Room Parents, Arts, STEM, Sports, and Grounds.
Community Engagement Chair: Lead a committee of people whose purpose is to foster parent involvement and engagement in the school community through parent and family events and activities, to promote a welcoming school environment, and provide an avenue for engagement with the broader community of San Francisco.
Outreach Chair: In cooperation with the school’s administration, lead outreach efforts for the school to prospective parents.
Development Chair: Raise funds to support the school, school staff, community activities of the school, and the Parent Group.
Section 5: NOMINATIONS AND ELECTIONS—Elections will be held at the third to last Executive Committee meeting of the school year (April). The Nominating Committee ideally will be composed of at least three people with at least one person from the Executive Committee and one person not currently serving on the Executive Committee. The Nominating Committee shall select a candidate for each office and present the slate at a meeting held one month prior to the election. At that meeting, nominations may also be made from the floor. Voting shall be by voice vote if a slate is presented. If more than one person is running for an office, a ballot vote shall be taken.
Section 6: EXECUTIVE COMMITTEE MEETINGS—The Executive Committee shall meet monthly during the school year, or at the discretion of the Chair. Executive Committee Meetings will be open to the entire membership.
Section 7: VOTING—Each Executive Committee Member in attendance at the meetings is eligible to vote. Action can be taken by vote of a majority of those present at the meeting, provided a quorum is present. Absentee and proxy votes are not allowed.
Section 8: QUORUM— A quorum shall consist of a majority of the filled Executive Committee positions.
Section 9: REMOVAL—An officer can be removed from office for failure to fulfill his/her duties, after reasonable notice, by a two-thirds vote of the Executive Committee.
Section 10: VACANCY—If a vacancy occurs on the Executive Board, the Chair shall appoint a Parent Group member to fill the vacancy for the remainder of the officer’s term.
ARTICLE IV: MEETINGS
Section 1: GENERAL PARENT GROUP MEETINGS—General Parent Group meetings shall be held to communicate and get feedback on the decisions and direction of the Parent Group. Meetings shall be held three times a year during the school year or at the discretion of the Executive Committee.
ARTICLE V: FINANCIAL POLICIES
Section 1: FISCAL YEAR—The fiscal year of the Parent Group begins August 1 and ends July 31 of the following year.
Section 2: BANKING—All funds shall be kept in a checking account in the name of the AVS Parent Group. The Treasurer, Chair, and one other member of the Finance Committee shall have signing privileges and access to account statements.
Section 3: REPORTING—All financial activity shall be recorded in a computer-based or manual accounting system. The Treasurer shall reconcile the account(s) and report all financial activity at least once each quarter. All members of the Executive Committee shall have access to view the accounts. The Parent Group shall arrange an independent review of its financial records each year.
Section 4: ENDING BALANCE—The organization shall leave a minimum of $1,000 in the treasury at the end of each fiscal year.
Section 5: CONTRACTS—Authority to sign contracts is limited to the Chair or the
ARTICLE VI: BYLAWS AMENDMENTS
Amendments to the bylaws may be proposed by any Parent Group member. Amendments presented at a Parent Group Executive Committee Meeting shall be considered for voting at a subsequent meeting. Two-thirds (2/3) approval of all Executive Committee Members present and voting is required to adopt an amendment to the bylaws.
ARTICLE VII: DISSOLUTION
In the event of dissolution of the Parent Group, any funds remaining shall be donated to Alta Vista School.
ARTICLE VIII: PARLIAMENTARY AUTHORITY
The organization shall be guided by Robert’s Rules of Order Newly Revised in cases not covered by these bylaws.
These bylaws were adopted on March 15, 2016.
Amended (date): May 8, 2017
Amended (date): __________________
ARTICLE IX – 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 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 has 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 governing board.
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/she shall leave the committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining committee members shall decide whether a conflict of interest exists.
c. Procedures for Addressing the Conflict of Interest.
i. An interested person may make a presentation at the committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict 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 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
iv. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the committee shall determine by a majority vote whether the transaction or arrangement is in the organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.
d. Violations of the Conflict of Interest Policy.
i. If the committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
ii. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the committee determines that the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 4. Records of Proceedings. The minutes of the committee shall contain:
a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest; the nature of the financial interest; any action taken to determine whether a conflict of interest was present; and the committee’s decision as to whether a conflict of interest in fact existed.
b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement; the content of the discussion; including any alternatives to the proposed transaction or arrangement; and a record of any votes taken in connection
with the proceedings.
Section 5. Compensation.
a. A voting member of the governing board who receives compensation, directly or indirectly, from the organization for services is precluded from voting on matter pertaining to that member’s compensation.
b. A voting member who receives compensation, directly or indirectly, from the organization for services is precluded from voting on matters pertaining to that member’s compensation.
c. No voting member who receives compensation, directly or indirectly, from the organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Section 6. Annual Statements. Each director, principal officer, and member of a committee with governing board-delegated powers shall annually sign a statement which affirms that such person:
• Has received a copy of the conflict of interest policy;
• Has read and understood the policy;
• Has agreed to comply with the policy; and
• Understands that the organization is charitable and that in order to maintain its federal tax exempt status it must engage primarily in activities which accomplish one or more of its tax exempt purposes.
Section 7. Periodic Reviews. To ensure that the organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
a. Whether compensation arrangements and benefits are reasonable.
b. Whether activities conform to the organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in private benefit.
Section 8. Use of Outside Experts. When conducting the periodic reviews as provided for in Section 7, the organization may, but need not, use outside advisers. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring that periodic reviews are conducted.