BYLAWS
OF
PARENT
EMPOWERMENT NETWORK
PARENT EMPOWERMENT NETWORK
hereinafter "PEN", is an organization dedicated to educating and training
parents, teachers, and community members at-large in developing strategies to
promote sound policy for quality public schools. The goals of PEN are as follows:
PEN will have the power and authority
to do all lawful acts and things necessary, appropriate, or desirable to carry
out and in furtherance of its purposes described herein which are consistent
with the Washington Nonprofit Corporation Act ("Act") and Section
501(c)(3) of the Internal Revenue Code of 1986, as amended ("Code").
ARTICLE 2
The principal office of PEN will be
at
ARTICLE 3
PEN will have two classes of
members. General members (nonvoting)
will be individuals and business entities who are interested in ensuring
quality public schools. Board appointed
“area organizers” will be voting members.
Members will pay dues in an amount set from time to time by the Executive Board. Individuals and business entities interested
in being a member of PEN will submit an application to the Executive Board with such additional
information as the Executive Board
may require. The Executive Board will have sole discretion in accepting any
individual or business entity as a member of PEN. The Executive
Board may establish, from time to time, such additional qualifications
and requirements for members as it deems advisable.
Area Organizers will have voting
rights in an advisory capacity to the Executive Board on PEN matters identified
and assigned by the Director and/or the Executive Board.
The Executive Board, by affirmative vote of a majority of the Executive Board, may suspend or expel
a member for cause, including without limitation, ineligibility for membership,
failure to promote PEN objectives as set forth in Article 1 of these
Bylaws.
Any member may resign by filing a
written resignation with the Secretary, but such resignation will not relieve
the member so resigning of the obligation to pay any dues, assessments, or
other charges theretofore accrued and unpaid.
On written request signed by a
former member and filed with the Secretary, the Executive Board, by the affirmative vote of the majority of the Executive Board, may reinstate such
former member to membership on such terms as the Executive Board may deem appropriate.
ARTICLE 4
Business meetings of members at-large are not an operating function of PEN. (see Article 5)
Executive Board
The management of all the affairs,
property, and interests of PEN will be vested in an Executive Board, which will
consist of not more than five (5) nor less than three (3) members, including
the Director. The specific number of
members of the Executive Board will be set by resolution of the Executive Board
or an amendment to these Bylaws setting forth a specific number of Executive
Board members. Executive Board members
will serve three (3) year terms and, except as provided in Section 5.4,
will be appointed by the Director with an affirmative vote of current Executive
Board members at a scheduled meeting.
Each Executive Board member will be
expected to fully and actively participate in Board affairs. Each Executive Board member is expected to
regularly attend Board meetings and any appointed committee meetings. If an Executive Board member has three
absences from Board meetings in a twelve-month period in which the member fails
to notify the Director in advance of his or her absence, his or her Board
position will terminate automatically and the vacancy will be filled as
provided in these Bylaws.
Any Executive Board member may
resign at any time by giving written notice of such resignation to the Board of
Directors.
Any Executive Board member may be
removed at any time, with or without cause, by the affirmative vote of majority
of the votes cast by the Executive Board members currently in office at a
special meeting of the Executive Board called for that specific purpose.
Vacancies in the Executive Board
will be filled by appointment made by the remaining members of the Executive
Board, as appropriate. Each person so
selected to fill a vacancy will remain an Executive Board member until the end
of the designated three year term.
The Executive Board
and Area Organizers shall meet annually.
Special meetings of the Executive Board may be called by the Director or a majority of the
Executive Board.
Written or printed notice stating the place, day, and hour
of any annual or special meetings must be delivered personally or mailed to
each Executive Board member, not
less than ten (10) nor more than fifty (50) days before the date of such
meeting, by or at the direction of the Director. Any Executive Board member may waive notice
of any regular or special meeting. The
attendance of a Executive Board member at any meeting
will constitute a waiver of notice of such meeting, except where an Executive
Board member attends a meeting for the expressed purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened.
If for any reason the annual meeting of the Executive Board and Area Organizers is
not held in the month hereinbefore designated, such meeting may be called and
held as a special meeting and the same proceedings and procedures may take
place as at an annual meeting. Notice of
the purpose of such meeting will not be required in the notice.
The order of business at the annual meeting of the members will
be determined by the Director, at her discretion.
Those Executive Board members and Area Organizers present,
including the Director, will constitute a quorum.
Except as required by the Act, the Articles of
Incorporation, or these Bylaws the affirmative vote of a majority of the votes
represented and voting at a meeting of the Executive Board and Area Organizers
will constitute an act of the organization.
At any meeting of the Executive Board and Area
Organizers a member may vote by proxy executed in writing by the member and
dated for the affected meeting.
Any action required by law to be taken at a meeting of the
members may be taken without a meeting if consent, in writing, setting forth
the action so taken, is signed by Executive Board members.
At all meetings of the Executive
Board, the Director, or in her absence, a member of the Board chosen by the
members of the Executive Board present will preside.
The Director of PEN may be
interested directly or indirectly in any contract relating to the operations
conducted by PEN, and may freely make contracts, enter into transactions, or
otherwise act for PEN, notwithstanding that she may also be acting as an
individual or otherwise. However, any
contract, transaction, or act on behalf of PEN in a matter in which the
Director or Executive Board member is personally interested as a member,
Director, Executive Board member, or otherwise must be at arm's length and not violative of the proscriptions in the Articles of
Incorporation against PEN’s use or application of its
funds for private benefit or violative of any
federal, state, or government statute, rule, or regulation. In no event, however, will any person or
other entity dealing with the Director be obligated to inquire into the
authority of the Director and Executive Board members to enter into and consummate
any contract, transaction, or other action.
Executive Board members will not
receive any stated salary for their services as such, but by resolution of the
Board, a fixed reasonable sum for expenses of attendance, if any, or both, may
be allowed for attendance at each regular or special meeting of the Board. The Executive Board will have power in its
discretion to contract for and to pay to Executive Board members rendering
unusual or exceptional services to PEN special compensation appropriate to the
value of such services.
All corporate powers, except those
for which provision is otherwise made in these Bylaws and in the laws of the
State of Washington, will be and are hereby vested in and may be exercised by
the Executive Board. Such powers
include, but are not limited to the following:
The Executive Board shall have the power to establish and hire
staff positions, including an Executive Director, who shall have the authority
to develop operational policies and procedures for the management of the PEN
office.
5.18.2 Power to Elect Officers.
The Director and Executive Board will select a Secretary,
Treasurer, and such other Officers with such powers and duties not inconsistent
with these Bylaws as may be appointed and determined by the Executive
Board. No Officer need be a member of
the Executive Board.
5.18.3
Removal of Officers and Agents.
Any Officer or agent may be removed
by the Executive Board whenever in the judgment of the board the business
interests of PEN will be served thereby.
5.18.4 Power to Fill Vacancies.
The Executive Board will have power
to fill any vacancy in any office or position occurring from any cause
whatsoever.
5.18.5 Committees.
The Executive Board may, by general
resolution, create committees of its own purpose and number and delegate to
such committees such powers as it may see fit.
5.18.6 Delegation of Powers.
For any reason deemed sufficient by
the Executive Board, whether occasioned by absence or otherwise, the board may
delegate all or any of the powers and duties of any Officer or Executive Board
member to any other Officer or Executive Board member.
The Executive Board will present, at
the annual meeting, a report, verified by the Treasurer or a majority of the
Executive Board, showing in appropriate detail the following: (1) assets and
liabilities, including the funds of PEN as of the end of the fiscal year
immediately preceding the annual meeting; (2) the principal changes in assets
and liabilities, including funds, during the year immediately preceding the
date of the report; (3) the revenue or receipts of PEN, both unrestricted and
restricted to particular purposes, for the year immediately preceding the date
of the report; and (4) the expenses or disbursements of PEN, for both general
and restricted purposes, during the year immediately preceding the date of the
report. The annual report of the
Executive Board will be filed with the records of PEN, and an abstract thereof
entered in the minutes of the proceedings of the annual meeting of the Board of
Directors.
If and when all of the Executive
Board members separately or collectively consent in writing to any action to be
taken by PEN, such action will be a valid PEN action as if it had been
authorized at a meeting of the Executive Board.
Each member of the Executive Board
will possess one vote in matters coming before the Executive Board. All voting at meetings of the Executive Board
will be by each Executive Board member in person, except in the case of a
specifically written proxy vote concerning the matter in question.
If not restricted by the Articles of
Incorporation or Bylaws, members of the Executive Board or any Committee
designated by the Executive Board may participate in a meeting by means of a conference
telephone or similar communications equipment.
Executive Board members participating in this manner will constitute
presence in person at the meeting.
ARTICLE 6
The Officers of PEN will be the Chair,
Secretary and Treasurer, and such other Officers with such powers and duties
not inconsistent with these Bylaws as may be appointed and determined by the
Executive Board.
The Director of PEN
will serve as the Chair of the Executive Board.
The Executive Board shall appoint all other officers by a
majority vote. All Officers except the
Chair will serve a one-year term, or until their successors have been elected
or appointed, and will be eligible for reelection. No Officer need be a member of the Executive
Board.
If any office of PEN becomes vacant
by death, resignation, retirement, disqualification, or any other cause, the
majority of the Executive Board then in office may elect an Officer to fill
such vacancy, and the Officer so elected will hold office and serve until the
end of the current term.
The Director will serve as the Chair
of the Executive Board and will be the chief executive officer of PEN. She or he will preside at all meetings of the
Executive Board and will do and perform such other duties as are inherent in
such position and as may be assigned by the Executive Board.
The Secretary will have charge of
such books, documents, and papers as the Executive Board may determine. The Secretary will attend and keep the
minutes of all the meetings of the Executive Board of PEN. He or she may sign with the Director, in the
name of PEN, any contracts or agreements authorized by the Board of
Directors. The Secretary will, in
general, perform all the duties incident to the office of Secretary, subject to
the control of the Executive Board, and will do and perform such other duties
as may be assigned by the Executive Board.
The Treasurer will have the custody
of all funds, property, and securities of PEN, subject to such regulations as
may be imposed by the Executive Board.
He/she may be required to give bond for the faithful performance of the
Treasurer's duties, in such sum and with such sureties as the Executive Board
may require. When necessary or proper,
he or she may endorse on behalf of PEN for collection checks, notes, and other
obligations, and will deposit the same to the credit of PEN at such bank or
banks or depository as the Executive Board may designate. The Treasurer will sign all receipts and
vouchers, and together with such other Officer or Officers, if any, as are
designated by the Executive Board or by these Bylaws to some other Officer
agent of PEN, he or she will make such payments as may be necessary or proper
to be made on behalf of PEN. He/she will
enter regularly on the books of pen to be kept by him or her for that purpose a
full and accurate account of all monies and obligations received and paid or
incurred by him or her for or on account of PEN, and he or she will exhibit
such books at all reasonable times to any Executive Board member on application
at the offices of PEN. The Treasurer
will, in general, perform all the duties incident to the office of Treasurer,
subject to the control of the Executive Board.
Any Officer may be removed from
office by the affirmative vote of a majority of the Executive Board at any regular
or special meeting called for that purpose without regard to cause.
ARTICLE 7
The Executive Board may appoint,
from time to time, from its own number, standing or temporary committees
consisting each of no fewer than two (2) Directors. Such committees may be vested with such powers
as the Executive Board may determine by resolution passed by a majority of the
full Executive Board. No such committee
will have the authority of the Executive Board in reference to electing,
appointing, or removing any member of any such committee or any Director of
Officer of PEN; amending the Articles of Incorporation; adopting a plan of
merger or adopting a plan of consolidation with another association;
authorizing the sale, lease, or exchange of all or substantially all of the
property and assets of PEN other than in the ordinary course of business;
authorizing the voluntary dissolution of PEN or adopting a plan for the
distribution of the assets of PEN; or amending, altering, or repealing any
resolution of the Executive Board which by its terms provides that it may not
be amended, altered, or repealed by such committee. All committees so appointed will keep regular
minutes of the transactions of their meetings and will cause them to be
recorded in books kept for that purpose in the office of PEN. The designation of any such committee and the
delegation of authority thereto, will not relieve the Executive Board, or any
member thereof, of any responsibility imposed by law.
ARTICLE 8
Contracts, Checks, Deposits, and Gifts
The Executive Board, except as
otherwise provided in these Bylaws, may authorize any Officer or agent to enter
into any contract or execute and deliver any instrument in the name of and on
behalf of PEN, and such authority may be general or confined to a specific
instance. Unless so authorized by the
Executive Board, no Officer, agent, or employee will have any power or
authority to bind PEN by any contract or engagement, or to pledge its credit,
or render it liable pecuniarily for any purposes or
to any amount.
All checks, drafts, or orders for
the payment of money, notes, or other evidence of indebtedness issued in the name
of PEN, must be signed by the Director or treasurer.
All funds of PEN will be deposited
from time to time to the credit of PEN in such banks, trust companies, or other
depositories as the Director and/or Executive Board may select.
The Executive Board may accept on
behalf of PEN any contribution, gift, bequest, or devise for any purpose of
PEN.
ARTICLE 9
Prohibition Against
Sharing in Corporate Earnings
No Executive Board member, Officer,
employee of, or person connected with PEN, or any other private individual will
receive at any time any of the net earnings or pecuniary profit from the
operations of PEN; PROVIDED, that this will not prevent the payment to any such
person of such reasonable compensation for services rendered to or for PEN in
effecting any of its purposes as determined by the Executive Board; and no such
person or persons will be entitled to share in the distribution of any of the
corporate assets upon the dissolution of PEN.
ARTICLE 10
PEN will have the right to retain
all or any part of any securities or property acquired by it in whatever
manner, and to invest and re-invest any funds held by it, according to the
judgment of the Executive Board, provided that such powers of investment will
not be exercised so as to cause PEN to lose its qualification as an exempt
organization under Code Section 501(c)(3).
ARTICLE 11
PEN will indemnify every Executive
Board member, Director, staff or Officer or former Executive Board member,
Director, or Officer of PEN against expenses actually and reasonably incurred
by him, her, or it in connection with the defense of any action, suit, or
proceeding, civil or criminal, in which he, she, or it is a party by reason of
being or having been such Executive Board member, Director, or Officer; except
in relation to matters as to which he, she, or it is adjudged in such action,
suit, or proceeding to be liable for gross negligence or misconduct in the
performance of duty to PEN. The
foregoing right of indemnification will not be exclusive of other rights to
which he, she, or it may be entitled.
ARTICLE 12
The fiscal year of PEN will be set
forth by resolution of the Executive Board.
ARTICLE 13
The rules contained in the most
recent edition of Robert's Rules of Order newly revised will govern all
meetings of members and Executive Board where those rules are not inconsistent
with the Articles of Incorporation, Bylaws, or special rules of order of PEN.
PEN will keep correct and complete
books and records of accounts and will also keep minutes of the proceedings of its
members, Executive Board, committees, and will keep at the principal office a
record giving the names and addresses of the members. All books and records of PEN may be inspected
by any member, or his, her, or its agent or attorney, for any proper purpose at
any reasonable time.
In construing these Bylaws, it is
understood that if the context so requires, the singular pronoun includes the
plural, the masculine, the feminine and neuter.
Except as may otherwise be required
by law, any notice to any Executive Board member may be delivered personally or
by mail. If mailed, the notice will be
deemed to have been delivered when deposited in the
Whenever any notice is required to
be given to any Executive Board member of PEN under the provisions of these
Bylaws or under the provisions of the Articles of Incorporation or under the
provisions of the Washington Nonprofit Corporation Act, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether
before or after the time stated therein, will be deemed equivalent to the
giving of such notice.
ARTICLE 15
There will be no discrimination by
PEN on the basis of race, age, sex, religion, or creed in the practice of
employment, service delivery, or business matters.
ARTICLE 16
Upon the dissolution of PEN, assets
will be distributed for one or more exempt purposes within the meaning of
Section 501(c)(3) of the Code or will be distributed to the federal government,
or to a state or local government, for a public purpose. Any such assets not so disposed of will be
disposed by the Superior Court of the county in which the principal office of
PEN is then located, exclusively for such purposes or to such organization or
organizations, as said Court determines, which are organized and operated exclusively
for such purposes.
ARTICLE 17
These Bylaws may be altered, amended
or repealed and new Bylaws may be adopted by the Executive Board at an meeting called for such purpose upon the vote of the
majority of Executive Board members of PEN, provided that such alteration,
amendment, or repeal does not violate the Articles of Incorporation or
applicable laws.
ARTICLE 18
Amendments to Articles of Incorporation
The Articles of Incorporation may be
altered, amended or repealed and new Articles may be adopted by the Executive
Board at a meeting called for such purpose upon the vote of the majority of
Executive Board members of PEN, provided that such alteration, amendment, or
repeal does not violate any applicable laws.
ADOPTED by
resolution of the PEN Executive Board on ________________, 2005.
________________________________
Chair
ATTEST:
_________________________________
Secretary