BYLAWS
OF
PA
RE
NT
EM
PO
WE
RM
EN
T
NE
TW
OR
K
ARTICLE 1
P
ur
po
se
an
d
F
un
cti
on
s
1.1 Purpose.
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:
1.1.1 Seek to inform parents of the educational rights of their children.
1.1.2 Provide information on current state and federal public education policy.
1.1.3 Promote participation in creating public education policy.
1.2 Powers.
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
Principal Office
The principal office of PEN
will be at 20421 4th Ave E,
Spanaway, WA 98387. The
Executive Board may, from
time to time, change the
location of the principal office.
PEN may have such other
offices, either within or without
the State of Washington, as
the Executive Board may
determine or as the affairs of
PEN may require from time to
time.
ARTICLE 3
Members
3.1 Membership.
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.
3.2 Voting Rights.
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.
3.3 Termination of Membership.
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.
3.4 Resignation.
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.
3.5 Reinstatement.
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
Meetings of Members
Business
meetings
of
member
s
at-large
are not
an
operatin
g
function
of
PEN.
(see
Article
5)
ARTICLE 5
E
x
e
c
u
ti
v
e
B
o
a
r
d
5.1 Numbers and Powers.
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.
5.2 Attendance.
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.
5.3 Resignation.
Any
Executive
Board
member
may resign
at any time
by giving
written
notice of
such
resignation
to the
Board of
Directors.
5.4 Removal.
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.
5.5 Vacancies.
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.
5.6 Annual Meetings.
The
Execu
tive
Board
and
Area
Organ
izers
shall
meet
annual
ly.
5.7 Special Meetings of the Executive Board.
Special
meetings
of the
Executive
Board
may be
called by
the
Director
or a
majority
of the
Executive
Board.
5.8 Notice of Annual and Special Membership Meetings.
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.
5.9 Delayed Annual Meeting.
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.
5.10 Order of Business at Annual Meeting.
The
order of
business
at the
annual
meeting
of the
members
will be
determine
d by the
Director,
at her
discretion.
5.11 Quorum.
Those
Executive
Board
members
and Area
Organizers
present,
including
the
Director,
will
constitute
a quorum.
5.12 Voting.
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.
5.13 Proxies.
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.
5.14 Informal Action by Executive Board.
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.
5.15 Director.
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.
5.16 Contracts and Services.
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.
5.17 Compensation.
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.
5.18 Powers.
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:
5.
1
8.
1
P
o
w
er
to
H
ir
e
St
af
f.
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
P
o
w
er
to
El
ec
t
Of
fic
er
s.
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
Rem
oval
of
Offic
ers
and
Age
nts.
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
Po
we
r
to
Fill
Va
ca
nci
es.
The
Executive
Board will
have
power to
fill any
vacancy in
any office
or position
occurring
from any
cause
whatsoever
.
5
.
1
8
.
5
C
o
m
m
itt
e
e
s.
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
D
ele
ga
tio
n
of
Po
w
er
s.
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.
5.19 Duties.
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.
5.20 Action by Unanimous Written Consent.
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.
5.21 Voting.
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.
5.22 Telephone Conference.
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
Officers
6.1 Number.
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.
6.2 Election, Term of Office, and Qualifications.
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.
6.3 Vacancies.
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.
6.4 Director/Chair.
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.
6.5 Secretary.
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.
6.6 Treasurer.
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.
6.7 Removal.
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
Committees
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
Co
ntr
act
s,
Ch
ec
ks,
De
pos
its,
an
d
Gif
ts
8.1 Contracts.
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.
8.2 Checks, Drafts, or Orders.
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.
8.3 Deposits.
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.
8.4 Contributions.
The
Executive
Board
may
accept on
behalf of
PEN any
contributio
n, gift,
bequest,
or devise
for any
purpose of
PEN.
ARTICLE 9
Pro
hibit
ion
Aga
inst
Sha
ring
in
Cor
por
ate
Ear
ning
s
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
I
n
v
e
s
t
ments
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
I
n
d
e
mnification
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
Fiscal Year
The
fiscal
year
of
PEN
will
be set
forth
by
resolut
ion of
the
Execut
ive
Board.
ARTICLE 13
Rules of Order
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.
ARTICLE 14
A
d
ministrative Article
14.1 Books and Records.
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.
14.2 Interpretation.
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.
14.3 Notices.
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
United States mail, addressed
to the addressee at his or her
last known address in the
records of PEN, postage
prepaid.
14.4 Waiver of Notice.
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
Non-Discrimination
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
Dissolution
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
A
m
e
n
d
m
e
nt
s
to
B
yl
a
w
s
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
Am
en
dm
ent
s
to
Art
icle
s
of
Inc
orp
ora
tio
n
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.
ADOPT
ED by
resolutio
n of the
PEN
Executiv
e Board
on
______
______
____,
2005.
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____
____
____
____
____
____
____
Chair
ATTEST:
____
____
____
____
____
____
____
____
_
Secretary