Parent Club Bylaws

BYLAWS OF THE FRANK C. HAVENS SCHOOL PARENTS CLUB a California nonprofit public benefit corporation

1. NAME
The name of this corporation is the Frank C. Havens School Parents Club (the "Corporation").

2. PURPOSE
The purpose of the Corporation is to encourage the cooperation of parents and teachers of Frank C. Havens School (the "School") in all work which will promote the welfare of its students and the enrichment of the educational climate and program of the School.

3. MEMBERSHIP
3.1 Active Members. Parents or guardians of students attending Frank C. Havens School may become "Members" of the Corporation. "Active Members" of the Corporation are those Members paying yearly dues as set from time to time by the Board. Membership will be limited to one (1) membership per family group regardless of the number of children from that family attending school or legal status of the
parents. The Corporation admits Members of any race, color, religion, national or ethnic origin to all the rights, privileges, programs and activities generally accorded or made available to Members.
3.2 Voting Rights. Each Member or Active Member will be entitled to one (1) vote on each matter submitted to the vote of the Members or Active Members, as the case may be. Members will be entitled to vote for Officers and Directors of the Corporation as set forth in Section 7.2 (Election) and certain amendments to the Bylaws of the Corporation as set forth in Section 10.1 (Amendment). Only Active Members will be entitled to act as Officers or Directors or to exercise the rights of Active Members hereunder.

4. MEETINGS
4.1 Meetings. The Members will elect Officers and Directors by written ballot as set forth in Section 7.2 (Election) and as contemplated by Section 5513 of the California Nonprofit Corporation Law (the "Act"). Accordingly, no regular meeting of the Members is contemplated. Special meetings may be held at the call of the President. Special meetings must be called when requested by a majority of the Board, or by a written petition signed by twenty-five (25) Active Members.
4.2 Quorum. A number of Members (including Active Members) equal to ten percent (10%) of the Active Members will constitute a quorum for the transaction of business at a meeting of the Members. The Members present at a duly called or duly held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave
less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum.
4.3 Notice of Meetings.
(a) General Notice Contents. All notices of meetings of Members must be sent or otherwise given not less than ten (10) nor more than ninety (90) days before the date of the meeting. The notice must specify the place, date, and hour of the meeting and the general nature of the business to be transacted, and no other business may in that case be transacted.
(b) Notice of Certain Agenda Items. If action is proposed to be taken at any meeting for approval of any of the following proposals, the notice must also state the general nature of the proposal. Member action on such items is invalid unless the notice or written waiver of notice states the general nature of the proposal(s):
(i) Removing a Director (including an Officer) without cause;
(ii) Filling vacancies on the Board by the Members;
(iii) Amending the Articles of Incorporation; and
(iv) Voluntarily dissolving the Corporation.
(c) Manner of Giving Notice. Notice of any meeting of the members must be given either personally or by mail or other written communication, addressed to each Member either at the address of the Member appearing in the books of the Corporation or at the address given by the member to the Corporation for the purpose of notice. If no address for a Member appears on the Corporation's books and no other has been given, notice will be deemed to have been given if either (i) notice is sent to that Member by mail or other
written communication to the Corporation's principal executive office, or (ii) notice is published at least once in a newspaper in general circulation in the county where that office is located. Notice will be deemed to have been given at the time when delivered personally or deposited in the mail or otherwise transmitted.
(d) Affidavit of Mailing, Notice. An affidavit of the mailing or other means of giving any notice of any Members' meeting may be executed by the secretary or any other party of the Corporation giving the notice, and if so executed, will be filed and maintained in the minute book of the Corporation.
4.4 Majority Vote. All decisions of Members must be by majority vote of those Members or Active Members, as the case may be, present and voting at the meeting or submitting completed written or electronic ballots, except as otherwise required by law or these Bylaw

5. BOARD OF DIRECTORS
5.1 Number and Term.
(a) Number. The Board will be composed of the Officers and no fewer than ten (10), nor more than sixty (60), chairs of standing committees (all such Officers and chairs, the "Directors"). The Members will elect the Directors as set forth in Section 7.2 (Election).
(b) Vote. Each Director will have one vote.
(c) Principal. The Principal of the School may serve as a non-voting, advisory member of the Board.
(d) Term. Each Director will serve a term of one (1) year. A Director may serve more than one (1) consecutive term. A Director's regular term will begin on and include the last regular meeting of the Board for the school year prior to the school year with respect to which the Director has been elected and will end on and include the last regular meeting of the Board for the school year with respect to which the Director has been elected.
(e) Qualifications. All Directors (including all Officers) must (i) be Active Members, (ii) have the skills necessary or desirable to fulfill the duties of the position in which they serve and (iii) have the ability to work cooperatively with the Board and membership to fulfill these duties of the position in which they serve and further the purposes of the Corporation.
(f) Removal for Cause. Any Director (including any Officer) may be removed with cause upon the vote of a majority of the Directors voting on such matter.
5.2 Powers and Duties.
(a) Management of Corporation. The affairs of the Corporation will be managed by the Board and all powers of the Corporation will be exercised by or under the direction of the Board. In furtherance, and not in limitation, of the foregoing, the Board will have general charge and control of the affairs, funds and property of the Corporation. Except as otherwise provided in these Bylaws, the Board may establish
and delegate performance of duties and exercise of powers to Officers and agents of the Corporation from time to time.
(b) Attendance. After two (2) unexcused absences from Board meetings, the Board may require a Director's resignation. Unless the Board otherwise determines to excuse an absence, a Director must inform the Recording Secretary in advance of a meeting in order to be excused.
(c) Vacancies. Vacancies on the Board of Directors may be filled by the President, with the approval of the Board. Persons so appointed will serve until the expiration of the regular term.
5.3 Meetings.
(a) Regular Meetings. There will be at least six (6) regular meetings of the Board during each school year. Regular Board meetings will be held on the first Tuesday of each month during the school year unless otherwise designated by the President.
(b) Special Meetings. Special meetings may be called by the President and shall be called upon the written request of any five (5) Directors.
5.4 Quorum. A number of Directors equal to one-fifth (1/5) of the authorized Directors will constitute a quorum for the transaction of business. Every act or decision made or done by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board unless the law or these Bylaws require a greater number.
5.5 Notice. Regular meetings of the Board may be held without notice if the time and place of such meetings are fixed by these Bylaws or by resolution of the Board. Notice of any other meeting of the Board must be given to each Director at least (i) four (4) days in advance if delivered by first class mail, or (ii) forty-eight (48) hours in advance, if delivered personally or by telephone (including a voice messaging system or
other system or technology designed to record or communicate messages), facsimile, electronic mail other electronic means. If mailed, such notice will be deemed to be delivered when deposited in the United States mail addressed to the Director at the address shown by
the records of the Corporation with first class postage thereon prepaid, and if delivered personally, by telephone, facsimile, electronic mail, or other electronic means, upon delivery or transmittal. Any Director may waive notice of any meeting. The attendance of a Director at any meeting will constitute a waiver of notice of such meeting, except where a Director attends a meeting for the purpose of objecting
to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at the meeting will be specified in the notice or waiver of notice of special meetings but not regular meetings.
5.6 Action by Board Without Meeting. Any action permitted to be taken by the Board may be taken without a meeting if all Directors individually or collectively consent in writing or electronically to such action.
5.7 Statements of Policy. The Board may adopt, modify or rescind written Statements of Policy from time to time interpreting or elaborating on the principles set forth in these Bylaws or setting forth the then current policies of the Board with respect to the conduct of the affairs of the Corporation (as in effect from time to time, the "Statements of Policy"). Statements of Policy will be maintained with these Bylaws with the other records of the Board. Any Statement of Policy approved by the Board will be binding upon the Corporation, its Directors and Members to the same extent as if incorporated in these Bylaws.

6. OFFICERS
6.1 Composition. The officers of the Corporation (the "Officers") consist of a President, Vice-President, Recording Secretary, Corresponding Secretary, Treasurer and Assistant Treasurer and such other officers as the Board may from time to time appoint.
6.2 Terms of Office. The Officers will serve for terms of one (1) year. An Officer may serve more than one (1) consecutive term.
6.3 Duties.
(a) President. The President shall:
(i) be the chief executive officer and general manager of the Corporation and will generally supervise and control all of the business and affairs of the Corporation, subject to the direction of the Board;
(ii) perform all the duties incident to this office and such other duties as may be required by law, or as the Board or these Bylaws may require;
(iii) preside at all meetings of the Directors and make regular reports to the membership at large; and
(iv) serve on the Finance Committee or its then-equivalent.
(b) Vice President. The Vice President shall:
(i) In the absence or disability of the President, or in the event of the President's refusal to act, perform all of the duties of the President, and when so acting, will have the powers of, and be subject to the restrictions on the President;
(ii) chair the Teacher Grants Committee or its then-equivalent; and
(iii) serve on the Finance Committee or its then-equivalent.
(c) Recording Secretary. The Recording Secretary shall:
(i) certify and maintain an original or copy of these Bylaws as amended;
(ii) keep or cause to be kept a book of minutes of all meetings of the members and Board, recording the time and place of holding, whether regular or special, and if special, how authorized, the notice given, the names of those present, and the proceedings thereof;
(iii) see that all notices are duly given in accordance with the Bylaws and distribute minutes of meetings to the Board;
(iv) be custodian of the records of the Corporation; and
(v) in the absence of both the President and the Vice-President from a meeting, call the meeting to order and appoint a temporary chairperson.
(d) Corresponding Secretary. The Corresponding Secretary shall:
(i) conduct the general correspondence of the Corporation;
(ii) in the absence of the Recording Secretary, perform the duties of the Recording Secretary; and
(iii) compile and distribute the school directory and/or act as liaison to the All School Directory Committee or its then-equivalent;
(e) Treasurer. The Treasurer shall:
(i) have custody, and be responsible for all funds and investments of the Corporation, and deposit all such funds in the name of the Corporation
in such banks, trust companies, or other depositories as may be directed by the Board;
(ii) receive, safely keep and give receipt for, money due and payable to the Corporation from any source whatsoever;
(iii) disburse or cause to be disbursed the funds of the Corporation as may be directed by the Board, taking proper vouchers for such disbursements;
(iv) keep and maintain adequate and correct books and records of the Corporation's properties and business transactions, including the Corporation's accounts of its assets, liabilities, receipts, disbursements, gain and losses;
(v) present financial status reports at regular meetings of the Board, or as otherwise determined by the Board;
(vi) have responsibility for preparing and monitoring the budget of the Corporation;
(vii) cause the Corporation to make any required tax or regulatory filings;
(viii) keep and reconcile the Corporation's checkbooks;
(ix) prepare the Assistant Treasurer to assume the position of Treasurer; and
(x) chair the Finance Committee or its then-equivalent.
(f) Assistant Treasurer. The Assistant Treasurer shall:
(i) assist the Treasurer as the Treasurer may direct, including assuming the responsibility for any particular function of the Treasurer's duties; and
(ii) serve on the Finance Committee or its then-equivalent.
6.4 Vacancies. A vacancy of an Office shall be filled by the Board for the unexpired portion of the term in accordance with Section 5.2 (Powers and Duties)

7. NOMINATION AND ELECTION OF OFFICERS AND DIRECTORS (CHAIRS OF STANDING COMMITTEES)
7.1 Nomination.
(a) Nominating Committee. A Nominating Committee of at least five (5) Active Members will be appointed by the President with the approval of the Board. The Nominating Committee will consist of at least two (2) current Directors. The President shall seek to appoint at least one
(1) member of the Committee who served on the prior year's committee. The then-current Vice President may attend Nominating Committee meetings. The Principal of the School may be asked to provide input to the Nominating Committee.
(b) Nominations. The Nominating Committee shall make nominations for the Officers and other Directors.
(i) The Nominating Committee shall nominate a current Director for President, unless none is available. In such event, the Nominating Committee shall seek to find a nominee for President who has had previous Board experience.
(ii) The Nominating Committee shall not be precluded from nominating a current Director to succeed him or herself, if eligible to serve.
(c) Submission to Members. The nominations for Directors will be submitted to the Members for approval in accordance with Section 7.2(Election).
(d) Nomination by Active Members. Additional nominations may be submitted to the Nominating Committee by any Active Member, and if qualified to serve, shall be submitted to the Members by the Nominating Committee for approval in accordance with Section 7.2 (Election).
7.2 Election.
(a) Ballots. The Nominating Committee shall prepare a ballot with its recommended slate of Directors (including the Officers), and any additional nominees who have agreed to serve if elected, to the Board at the Board's April meeting. The Board will approve and submit this ballot (with any changes reasonably required by the Board). The Directors will be elected by this ballot, which shall be submitted to the Members.
(b) Tabulation. The Nominating Committee shall count the returned ballots and present the results of the election at the May meeting.
(c) First Meeting of New Board. The newly elected Board will convene its first meeting, jointly, with the last meeting of the outgoing Board for purposes of instruction and direction.

8. COMMITTEES
The Board may appoint such committees from time to time as it deems advisable, and for such purposes or activities as it deems advisable. Members of such committees shall be appointed by the Board of Directors and shall serve at the pleasure of the Board. The Board may adopt standing committees from time to time. The identities of the standing committees and their functions will be set forth in Statements of Policy, as adopted or amended from time to time.

9. LIABILITY.
9.1 Liability. No officer of this Corporation will be personally liable for the debts, liabilities or obligations of the Corporation.
9.2 Exculpation. No member, Officer, Director or agent of the Corporation (collectively, the "Covered Persons") will be liable to the Corporation or any other Person who has an interest in or claim against the Corporation for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Corporation and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by these Bylaws, the Corporation's Articles of Incorporation, or applicable law.
9.3 Indemnification. To the fullest extent permitted by law, this Corporation shall indemnify its Directors, Officers and other persons described in California Corporations Code Section 5238(a), including persons formerly occupying any such positions, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any "proceeding," as that term is used in that section, and including an action by or in the right of the Corporation, by reason of the fact that the person is or was a person described in that section. "Expenses," as used in this bylaw, shall have the same meaning as in that section of the California Corporations Code.On written request to the Board by any person seeking indemnification under California Corporations Code Section 5238(b) or Section 5238(c), the Board shall promptly decide under California Corporations Code Section 5238(e) whether the applicable standard of conduct set forth in California Corporations Code Section 5238(b) or Section 5238(c) has been met and, if so, the Board shall authorize indemnification. If the Board cannot authorize indemnification, because the number of Directors who are parties to the proceeding with respect to which indemnification is sought prevents the formation of a quorum of Directors who are not parties to that proceeding, the Board shall promptly call a meeting of the Active Members. At that meeting, the Active Members shall determine under California Corporations Code Section 5238(e) whether the applicable standard of conduct has been met and, if so, the Active Members present at the meeting in person or by proxy shall authorize indemnification.To the fullest extent permitted by law and except as otherwise determined by the board in a specific instance, expenses incurred by a person seeking indemnification under these Bylaws in defending any proceeding covered by this Sections shall be advanced by the corporation before final disposition of the proceeding, on receipt by the Corporation of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately found that the person is entitled to be indemnified by the corporation for those expenses.
9.4. Insurance. This Corporation has the right to purchase and maintain insurance (which may include insurance coverage available for such purposes under policies held by or through the Piedmont Unified School District) to the full extent permitted by law on behalf of its Officers, Directors, and other agents, to cover any liability asserted against or incurred by any Officer, Director, or agent in such capacity or arising from the Officer's, Director's, or agent's status as such.

10. AMENDMENTS AND RULES OF ORDER
10.1 Amendment. The Bylaws may be amended in the following manner:
(i) Any amendment must be proposed by the Board or by written request of not less than ten (10) Active Members, addressed to the President.
(ii) Any amendment may be approved by the two-thirds (2/3) vote of the Directors, unless the proposed amendment changes the number of authorized Directors, Member voting rights or other matters requiring approval of the Members under the Act.
(iii) If a proposed amendment requires Member approval, a statement of the nature and purpose of the proposed amendment must be read at one (1) meeting of the Board open to the Members preceding the meeting of adoption, or the proposed amendment must be submitted to
the Active Members. A two-thirds (2/3) vote of all Active Members present will be required to confirm each such amendment or to confirm the revised Bylaws as a whole.
(iv) Statements of Policy may be amended by the Board.
(v) Notwithstanding the foregoing provisions, the Bylaws may be amended as necessary to obtain a determination by the Internal Revenue Service that the Corporation is exempt from federal income tax under Section 501 (c) (3) of the Internal Revenue Code or by the Franchise Tax Board that it is exempt from California Franchise or income tax under Section 23701 of the Revenue and Taxation Code of California by
unanimous written consent of those Directors present at any meeting of the Board at which a quorum is present.
10.2 Rules of Order. The rules contained in Roberts Rules of Order Revised will govern the Corporation in all matters of parliamentary procedure to which they are applicable and not inconsistent with the Bylaws.

Parents Club of the Frank C. Havens School
Statement of Policy Regarding Dues

It is anticipated that the amount of annual dues will remain the same from school year to school year unless otherwise determined by the Board.

Parents Club of the Frank C. Havens School
Statement of Policy Regarding Qualifications of President and Treasurer

It is the belief and experience of the Corporation that a new President and Treasurer of the Corporation will perform their duties most effectively if such Persons have previously assisted the Officers that they are replacing in the performance of such officers duties. Accordingly, absent
exigent circumstances or a refusal to serve, the Nominating Committee will nominate the Vice President of the Corporation to serve as President for the ensuing school year and the Assistant Treasurer of the Corporation to serve as Treasurer for the ensuing school year

Parents Club of the Frank C. Havens School
Statement of Policy Regarding Standing Committees and Special Functions

The standing committees and special functions are as listed below:
1. Finance Committee. The Finance Committee will consist of the President, the President Elect or Vice President, Treasurer, Assistant Treasurer and one (1) Active Member appointed by the Treasurer from the membership at large. The School principal will sit on the Finance Committee ex officio. The Finance Committee will meet as necessary to prepare and revise the budget of the Corporation.
2. Fundraising Committees. The Corporation's principal fundraising efforts will be made in jointly with the other two Piedmont elementary school parents clubs through the following fundraising committees: Tri-School Check writing, Tri-School Fiestaval, Tri-School Carnival and Tri-School Gift Wrap (the "Tri-School Committees"). The Tri School Committees will participate in the management of the fundraising events.
The specific fundraising events will be identified by the Tri-School Committees, subject to final agreement and approval by the Board.
3. Highlights Committee. The Highlights Committee will be responsible for the production and distribution of the weekly bulletin, the Havens Highlights.
4. Enrichment Committees. The Enrichment Committees will consist of: Enrichment/Science, Enrichment/Art, Enrichment/Math, Enrichment/Grounds, the After School Coordinator and the Parent Forum Representatives. The Enrichment Committees will:
(a) Act as liaison between the Corporation and staff in regards to school wide enrichment activities.
(g) Assist School staff in creating, planning and coordinating School-wide enrichment activities.
5. Hospitality Committee. The Hospitality Committee will:
(a) Plan and coordinate the social activities of the Board and provide refreshments for Board and School events as requested.
(b) Plan and coordinate food and drinks for the fall coffees, kindergarten and first grade orientation, winter concert, lice check, and teacher appreciation luncheons.
6. Hot Lunch Committee. The Hot Lunch Committee will:
(a) Be responsible for hot lunches.
(b) Coordinate volunteers.
(c) Purchase supplies.
7. Library Committee. The Library Committee will:
(a) Act as a liaison between the School library and the Corporation.
(b) Provide staffing and organize the training for the library volunteers who work with the librarian.
(c) Plan and coordinate the Book Sale and or Book Fair.
8. Membership Committee. The Membership Committee will conduct the membership drive, collect dues and distribute parent volunteer information to the appropriate committees. The Chair of the Membership Committee will assist the other members of the Board in securing volunteers as needed.
9. Communications Committee. The Communications Committee will prepare, maintain, review and revise the annual handbook as necessary, coordinate the back-to-school mailing and fall coffee and publicize school events as requested.
10. Room Parent Committee. The Room Parent Committee will:
(a) Recruit and train room parents.
(b) The chairperson of the committee will act as a liaison between the room parents and the Board.
11. Fifth Grade Committee. The Fifth Grade Committee will:
(a) Coordinate the Marin Headlands trip.
(b) Coordinate the fifth grade graduation and end of year party.
(c) Coordinate the fifth grade yearbook.
12. School Merchandise Sales Committee: The School Merchandise Sales Committee will
(a) Coordinate school merchandise sales.
(b) Coordinate any logo design contest.
13. School Board Representative. The School Board Representative will represent the Board at the Board of Education, including attending
twice monthly evening meetings.
14. Health Committee. The Health Committee will:
(a) Organize and administer lice checks;
(b) Assist the school nurse as necessary;
(c) Serve as the Child Assault Prevention liaison; and
(d) Facilitate classroom education for lice prevention and other health issues that may arise.
15. Emergency and Disaster Preparedness Committee. The Emergency and Disaster Preparedness Committee will maintain the emergency and disaster preparedness program according to state standards and guidelines.
16. Traffic Committee. The Traffic Committee will assist fifth grade teachers with coordination of traffic patrol.
17. Scrip Committee. The Scrip Committee will direct the participation of the School in the Scrip Fundraising program and act as liaison to the Six-School Committee, or its then-equivalent.
18. Grant Committee. The Grant Committee will consist of the President, Vice President, School principal, Treasurer, Assistant Treasurer, and one (1) Active Member appointed by the Vice President from the membership at large. The Grant Committee will meet as necessary to review special funding requests from School faculty.
19. Grant Coordinator. The Grant Coordinator will work with representatives of the Beach School and Wildwood School Parents Clubs to investigate and apply for Tri-School Grants.
20. PEP - Parent Educator Program Committee. Under the direction and guidance of the Center For Human Development, this committee will:
(a) Recruit parent volunteers to instruct the program in the School.
(b) Organize and oversee the program and its instruction in grades 3-5.
(h) Act as liaison with staff concerning curriculum, classroom management, etc.
(d) Coordinate PEP training, certification, and recertification of volunteers.
21. Webmaster. The Webmaster will work with School staff to maintain the Frank C. Havens School website.
22. Support Groups. Dress Best for Less, Chime and Paints support groups will appoint liaisons to the Board to represent the respective interests of these support groups.
23. Parent Education Coordinator. Work with other District-wide Parent Education Coordinators to execute 3-4 Parent Education events annually.
24. Community Service Coordinator. Plan and execute several community service events involving kids at Havens.
25. Havens Dad's Club Chair. Lead newly created Havens Dad's club to support Havens Parent Club fundraising and climate enrichment efforts and build community among Havens dads.

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