SILVER BEACH EDUCATION ASSOCIATION
BYLAWS
(Revised 12 Nov 2024)
ARTICLE 1
NAME AND OFFICE
This nonprofit corporation shall be referred to as the Silver Beach Education Association [hereafter “SBEA”]. Its registered office is its principal place of business, 4101 Academy Street, Bellingham.
ARTICLE 2
MISSION
The SBEA's mission is to promote quality education at Silver Beach Elementary School [hereafter “Silver Beach”] and throughout the Bellingham School District through cooperation among guardians, staff, students, other parent-teacher organizations, and the general public.
ARTICLE 3
MEMBERSHIP
Section 1
Qualifications. Membership shall be available to any individual who subscribes to the SBEA's mission. There are no membership dues.
Section 2
Membership Rights. Membership in the SBEA shall confer upon each member the right to: vote on all matters requiring a vote of the membership, run for election to the Board of Directors [hereafter “Board”], and attend and participate in membership meetings.
2.1 Vote. Each member is entitled to one vote on each matter requiring a vote of the membership. A vote of the membership is required to (a) elect or reelect a director to the Board (b) approve any Board resolution to amend the Articles of Incorporation in accordance with Art. 7, §5, and (c) approve any Board resolution to dissolve the corporation in accordance with Art. 7, §6. Members must appear in person to cast a vote; no proxy or electronic voting. Cumulative voting is not permitted. Five members shall constitute a quorum. Decisions shall be reached by majority vote.
2.2 Run for Election to Board. Members shall have the right to run for election to the Board in accordance with Art. 6.
2.3 Attend and Participate in Membership Meetings. Members shall have the right to attend in person and participate in all membership meetings.
2.3.1 Regular membership meetings. Members are encouraged to attend any regular membership meeting the Board may call in accordance with Art. 4, §2.1.1.
2.3.2 Annual membership meeting. Members are encouraged to attend the mandatory membership meeting in May and vote for members seeking election to the Board.
2.3.3 Special membership meetings. Members are encouraged to attend any special membership meetings the Board may call in accordance with Art. 4, §2.1.3.
2.4 Location. The location of membership meetings shall be determined by the board and reported to members in September. Members must attend in person; virtual meetings are not permitted.
2.5 Notice. If the Board decides to hold regular membership meetings and publishes a schedule in accordance with Art. 4, §2.1.1, the Secretary shall provide members with ten (10) days' notice whenever the Board changes a published meeting date. The Secretary shall provide thirty (30) days' notice of annual and special membership meetings. Notice shall indicate the place, date, and time of the meeting and, in the case of a special membership meeting, the purposes for which the meeting is called. Notice is sufficient when published on the Silver Beach Elementary School website and in the PTO’s monthly newsletter.
2.6 Waiver. A member waives the right to object based on notice when he or she attends a meeting and fails to object on the record.
ARTICLE 4
BOARD OF DIRECTORS
Section 1
Board. The Board shall consist of seven (7) directors elected by the membership in accordance with Art. 6. Board positions may be shared by up to two individuals and each individual may vote on board decisions.
Section 2
Board Responsibilities. The Board presides over all meetings and manages the affairs of the corporation.
2.1 Membership Meetings.
2.1.1 Regular membership meetings. The Board has discretion to hold regular membership meetings throughout the school year. Typically, these meetings are educational in nature and cover topics of particular interest to parents of elementary school students. If the Board chooses to hold regular membership meetings, it should, by the end of September, adopt the entire years' schedule of regular membership meetings and post this schedule on the SBEA website.
2.1.2 Annual membership meeting in May. The Board shall hold a mandatory membership meeting every May for the purpose of electing directors to the Board.
2.1.3 Special membership meetings. The Board has discretion to call one or more special membership meetings throughout the school year to facilitate a vote on any matter requiring a vote of the membership in accordance with Art. 3 §2.1.
2.1.4 Location, notice and waiver. Membership meetings shall comply with the location, notice and waiver provisions set forth in Art. 3, §§2.4-2.6.
2.2 Board Meetings.
2.2.1 Mandatory monthly board meetings. Elected directors shall meet as a Board each month throughout the school year for the purpose of managing the corporation's affairs. The Board may invite the principal or any other nonvoting member to attend one or more board meetings if doing so will facilitate the work of the Board.
2.2.2 Special board meetings. The President has discretion to call a special board meeting to address, in person, any issue that requires a board decision prior to the next monthly board meeting.
2.2.3 Electronic voting. The Board may also make decisions between monthly board meetings by email. Because the opportunity for debate is limited in an electronic setting, decisions reached by email must be unanimous. A director seeking an email decision must: (a) summarize the issue in a form suitable for a vote, (b) email the summary to all directors, (c) ensure that all directors cast a vote and, if the vote is unanimous, (d) make a record of the decision at the next board meeting. A director makes a record by reiterating the exact wording of the summarized issue, affirming that the vote taken was unanimous, and explaining the decision reached. The Secretary shall transcribe the offer verbatim for inclusion in the meeting minutes.
2.2.4 Location. Board meetings shall be held at Silver Beach Elementary School or any other location approved by all directors.
2.2.5 Notice. In September, the Board should adopt the upcoming years' schedule of monthly board meetings and post the schedule on the Silver Beach website. Directors shall receive three (3) days' notice whenever the President changes the date of a published board meeting or calls for a special board meeting. Notice is sufficient when delivered in person, by mail, or by phone if speaking with the director.
2.2.6 Waiver. A director waives the right to object based on notice when he or she attends a meeting and fails to object on the record.
2.3 Board Manages Corporation's Affairs. The Board manages the affairs of the corporation by setting priorities, debating issues, and reaching decisions that make wise use of resources and promote the corporation's mission. The Board's authority includes, but is not limited to, the power to: make contacts, incur liabilities, pass a budget, approve payments, enact policies and procedures, amend Bylaws, and pass resolutions for referral to the membership.
2.4 Voting. The Board makes all corporate decisions except those decisions specifically reserved for a vote of the membership under Art. 3, §2.1. Only directors have the power to vote on matters to be decided by the Board. Decisions shall be reached by majority vote. Four (4) directors shall constitute a quorum. Each director shall have one vote and must appear in person to vote, except as provided in Art. 4, §2.2.3 (electronic voting).
ARTICLE 5
OFFICERS
Section 1
Board Appoints Officers. On or before the September board meeting, the Board shall appoint directors to fill the following offices: President, Vice President, Secretary, Treasurer, Volunteer Coordinator, Enrichment Coordinator, and PAC Rep. The Board may create and fill additional, non-voting officer positions and may also require that such officers attend monthly board meetings.
Section 2
President. The President oversees the entire SBEA organization; represents SBEA in all capacities in dealing with school staff and public; addresses major issues raised by vendors, parents, staff, and school district; delegates projects to other directors, refers issues to Board for debate and decision; leads all membership and board meetings; solicits agenda items and creates written agenda for meetings; works closely with school staff to coordinate SBEA events.
Section 3
Vice President. The Vice President assumes the President's role in the President's absence. He or she is familiar with the organization's permanent records and internal policies and procedures and acts as the contact person for all procedural questions. The Vice President monitors all SBEA activities and supports the President and Coordinators in planning and executing campus events and projects.
Section 4
Secretary. The Secretary maintains the corporate records. He or she files records provided by other board members, and ensures that the “permanent records” Google drive is accessible to members when required by Art. 7, §1 and available for reference during SBEA meetings. The Secretary takes accurate minutes of all meetings and ensures that draft minutes are circulated, approved, and filed as permanent records. The Secretary also provides notice by delivering dates and other information to editors of the Silver Beach website and school newsletter.
Section 5
Treasurer. The Treasurer oversees SBEA finances. He or she maintains complete and accurate records of funds; receives and disburses funds; complies with all written and procedural safeguards specific to the office; presents written and oral budget reports at board meetings; files yearly financial documents with state and federal agencies; accounts for treasury documents that constitute “permanent records” and delivers them to the Secretary for filing; and prepares a final report and audit on or before the final board meeting in June.
Section 6
Volunteer Coordinator. The volunteer coordinator oversees the placement, training, and oversight of all volunteers who help run SBEA-sponsored events and activities.
Section 7
PAC Representative. The Parent Advisory Council Representative, or “PAC Rep.”, attends monthly PAC meetings at both the district and elementary level and provides PAC updates to the SBEA Board.
Section 8
Enrichment Coordinator. The Enrichment Coordinator schedules after-school enrichment activities throughout the school year and acts as a liaison between the school, the SBEA, parents and students. The Enrichment Coordinator ensures SBEA sponsored enrichment programs are in compliance with internal rules.
ARTICLE 6
ELECTIONS
Section 1
Membership Elects Directors. The membership elects directors at the annual membership meeting in May. Nominations shall be taken from the floor after which the President shall call for a vote of the membership, either orally or by written ballot, in accordance with Art. 3 §2.1.
Section 2
Term of Service on Board. Unless a director dies, resigns or is removed, he or she shall serve an initial term of two (2) years on the Board, beginning and ending with the conclusion of the last board meeting in June. A director wishing to serve beyond a single, two-year term must run for reelection each year thereafter.
Section 3
Removal. A director may be removed from the Board after missing three (3) board meetings during a single school year by unanimous vote of the remaining directors.
Section 4
Vacancy. Any vacancy on the Board shall be filled by three-fourths vote of remaining directors. The new director shall serve the remainder of the vacating director's term, although this time shall not count toward the two-year initial term set forth in §2.
ARTICLE 7
ADMINISTRATIVE PROVISIONS
Section 1
Books and Records. The SBEA shall maintain on a secure shared Google Drive a current copy of all required corporate documents including current articles, bylaws, statements of accounts and finances, and minutes of all SBEA meetings that shall be made available to members within 10 business days upon written request.
Section 2
Parliamentary Procedure. Roberts’ Rules of Order on Parliamentary Procedure, newly revised, shall, when not inconsistent with the SBEA's Articles of Incorporation and Bylaws, govern all meetings of the Board.
Section 3
Conflicts of Interest. The SBEA shall maintain a conflict of interest policy and shall abide by the terms and procedures outlined in the policy.
Section 4
Amending Bylaws. The Board may, by majority vote, amend or adopt new bylaws subject to the following restrictions:
4.1 Restrictions. Amendments to bylaws shall not conflict with Washington statutes, federal laws, federal rules (including IRS §501(c)(3)), or the SBEA's own Articles of Incorporation. Any amendment that decreases the number of directors provided in Art. 4, §1 shall not have the effect of shortening the term of any incumbent director.
Section 5
Amending Articles of Incorporation. Both the Board and the membership must act in order to amend the Articles of Incorporation.
5.1 Board Proposes Amendments. By majority vote, the Board may pass language in the form of a resolution recommending one or more amendments to the Articles of Incorporation.
5.2 Members Must Vote on Board's Resolution. The Board's resolution shall then be referred to the membership for a vote at an annual or special membership meeting. The resolution must receive two-thirds voter approval to pass.
Section 6
Dissolution. Both the Board and the membership must act in order to dissolve the corporation.
6.1 Board Proposes Dissolution. By majority vote, the Board may pass language in the form of a resolution seeking dissolution of the corporation.
6.2 Members Must Vote on Board's Resolution. The Board's resolution shall then be referred to the membership for a vote at an annual or special membership meeting. The resolution must receive two-thirds voter approval to pass.
These Amended Bylaws were passed by majority vote of the SBEA Board of Directors on November 12, 2024, and shall supersede all SBEA Bylaws enacted and/or amended prior to this date.
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SBEA Secretary