Adopted June 9, 2008

BYLAWS

 of

CHARYL STOCKWELL ACADEMY

 PARENT COUNCIL

 I.         ORGANIZATION

This organization shall be called Charyl Stockwell Academy (CSA) Parent Council (the “Parent Council”). The Parent Council is a non-profit charitable corporation and operates under the conditions established under section 501(c) (3) of the Internal Revenue Code.

II.        PURPOSE / MISSION STATEMENT

The Parent Council will act in the capacity of a consultant for the CSA Management Team and Executive Director, and as a liaison to that team for the Parents and Legal Guardians (hereafter referred to as “Parents”) represented by the Parent Council.  Specifically, the Parent Council will routinely solicit feedback from parents on CSA’s operation, policies, and curriculum, and advise the CSA Management Team and Executive Director accordingly.  Also, the Parent Council, through the role of classroom representatives, will support the classroom environment by assisting and coordinating volunteer activities. Furthermore, the Parent Council will engage in fundraising activities to raise funds to supplement school resources and to promote Charyl Stockwell Academy’s educational programs.

These bylaws are meant to be general guidelines for the Parent Council, and assume that each member will act in good faith for the best interest of the school.

It is provided, however, that the Parent Council shall not engage in any activity which would be inconsistent with the status of an educational and charitable organization as defined in section 501 (c) (3) of the Internal Revenue Code of 1954 as amended or any successor provision thereto, and provided further that none of the above stated purposes of the Parent Council shall be construed as other than the public benefit purposes appropriate for such an educational and charitable organization.

 III.      MEMBERS

1.     Representation

Each classroom shall have two primary representatives and one secondary representative.  In addition, the Parent Council will include the Executive Director and a liaison from the CSA Board of Directors, and may include one rotating representative from the CSA Management Team (“Management Team”).

a.     Members of the Parent Council will include: the Co-Leaders, secretary, treasurer, classroom primary and secondary representatives, Beluga Ball chairs (2 primary reps and 1 secondary rep), School Stores/Business Incentives representative, Playground chair,  Program enhancement representative, library representative and CSA High School Parent Council Representative (1 primary rep and 1 secondary rep each).  Also attending meetings will be a CSA Board of Directors liaison and a management team member.

b.     All members of the Parent Council, with the exception of the secondary members, management team member, the liaison to the Board of Directors, and the Executive Director, will have one vote and one vote only.

c.     Secondary members will only have the right to vote in the case that they are attending the meeting in the place of the primary representative.

2.     Qualifications - Primary and secondary representatives must be a Parent or Legal Guardian of a child attending CSA.  In addition:

a.     Primary representatives must be able to fulfill the roles and responsibilities as outlined in section IV.1 Parent Council Classroom Representative. 

b.     Secondary representatives must be able to support the primary representative in the roles and responsibilities as outlined in section IV.1.

3.     Method of Selection

If a primary position is vacated, then the secondary representative will, with agreement of the secondary representative, become the primary representative.  In this case, the position to be filled will be that of the secondary representative for that instructional unit or committee.

All vacancies will be filled in the following manner:

a.     Parent Council sees a necessity for each teacher to have input into the choice of classroom representative.  Following Open House, the Parent Council will notify the teachers of interested volunteers.  Each teacher will have until two weeks after the start of the school year, to make a suggestion or selection known to the Parent Council Co-Leaders.  Three weeks after the start of school, an open notice will be printed in the Tuesday Times informing parents of the available positions.

b.     Interested candidates must contact the Co-Leaders of Parent Council by the date identified in the Tuesday Times.

c.     The Parent Council Co-Leaders will make selections with the input of the Executive Director. In the event that the number of individuals interested in the Parent Council position exceeds the number of positions available, a non-discretionary lottery of the candidates’ names will be held.

d.     The candidates selected will be notified by a Parent Council Co-Leader and announced in the Tuesday Times following the selection period.

e.     In the event a position becomes open during the school year, the Parent Council Co-Leaders will be responsible for notifying the teacher of the opening. The teacher will be given one week from the date they are notified of the opening, to make a suggestion or selection known to the Parent Council Co-Leaders.  The outgoing representative should assist the teacher with this process. Following the one-week deadline, the above will apply.

4.     Length of Term

The term of each representative shall be one year, concluding after Open House.  There is no limit to the number of years, as long as this is agreeable to the teacher.  Any representative appointed to a position vacated prior to the completion of a full term shall serve out the remainder of the term.  The outgoing representative must coordinate with the teacher to find their successor.

5.     Resignation

A representative may resign at any time, and resignations shall be communicated in writing through one of the Parent Council Co-Leaders.  A successor shall be appointed as outlined within section III.3 Method of Selection.

6.     Dismissal from Council

A member of the Parent Council may only be dismissed when the following conditions are met:

a.     The first step taken will be an intervention by the Co-Leaders and the Executive Director to problem-solve before there is a decision to dismiss.

b.     There will be dismissal only by the discretion of the Parent Council.

c.     A member must be notified by the Co-Leaders of Parent Council at least two weeks in advance of the meeting in which dismissal will be determined. The member will be allowed to submit a letter and/or speak on their own behalf.

d.     There must be sufficient failure to fulfill the roles and responsibilities as outlined in section IV.1 Parent Council Classroom Representative.

e.     The dismissal must be voted on at a Parent Council meeting. A two-thirds majority of the members in attendance must be met to carry the motion for dismissal.

7.     Continuity of Term

At the last Parent Council meeting of the school year, Parent Council representatives will be asked if they wish to continue serving in their current position.  The representatives must notify the Parent Council Co-Leaders, within one week of the last meeting of the year, their intent for the following year.

 IV.  ADDITIONAL RESPONSIBILITIES     

                        1.    Parent Council Classroom Representative

The classroom representative’s primary role is to serve as liaison between his/her appointed classroom teacher and parents.  He/She will work closely with the administration and staff to best meet the educational needs of all students.  In addition, each member is expected to fulfill the following:

a.     Attend all Parent Council meetings. If attendance is not possible, a Co-Leader must be contacted in advance of the meeting. Furthermore, every effort must be made to have the secondary representative in attendance.

b.     At each Parent Council meeting, when time allows, one representative per classroom shall be responsible for a short report on the status of their appointed classroom.

c.     Prepare a written introduction letter for all families assigned to the appointed classroom, to be distributed within the first two weeks of school. As new parents join the classroom during the year, every effort should be made to contact them as well.

d.     Maintain weekly informal communication with the appointed classroom teacher. Furthermore, each representative is to remain in contact with the other primary representative, if applicable, and also with the secondary representative of their classroom.

e.     Attend all appointed classroom informational nights, or have a secondary representative in attendance.

f.      Work together with the classroom teacher to solicit volunteers for day-to-day, field trip, or party planning, while maintaining the classroom calendar of volunteers.

g.     Pursue a thorough understanding of the methods and philosophies of CSA. The Parent Council strongly encourages reading about the methods and philosophies of the school and attending informational nights.

                        2.    Other Representatives

Represent the Management Team and the Board, as required by the Parent Council.

V.         MEETINGS

                        1.    Regular Meetings

There will be one meeting per month during the school year, to be held according to the schedule, which is to be adopted at the first Council meeting of the school year.

                        2.     Special Meetings

Special Meetings may be called by, or at the request of, the Management Team or Parent Council Co-Leaders.  Notification of meeting date, time and purpose will be the responsibility of the Co-Leaders and made through the Tuesday Times or special notice either by mail, email or phone.  A minimum notice of seven calendar days must be given to each representative.  There will be a special meeting during the summer break, before Open House, to be determined at the last meeting of the year.

                        3.     Forum

                                All meetings are open to parents and the school staff.

                        4.    Committees

Committees may be formed by the action of the Parent Council as required to expedite completion of special projects. 

                        5.     Budgeted Committees

Committee heads of budgeted committees (ie. Playground, Staff Appreciation) are entrusted by Parent Council to carry out their duties in a responsible manner.  Any expenditures within the budgeted amount of the committee do not need specific approval of Parent Council.  Receipts and an accounting of funds must be given to the Treasurer.  Any amount over their budget must be approved by Parent Council.  If Parent Council is not able to give approval within the time frame of deadlines, the Co-Leaders are given authority to make this decision.  It will be reported at the next Parent Council meeting.

                    6.   Non-budgeted Committees

For non-budgeted committees (Seasonal fundraisers, etc.), any money to be spent for events or Parent Council business needs to be presented to Parent Council for approval before the money is spent.

7.         Individuals

Committee members or other individuals who are not given a working budget must request permission from Parent Council before spending Parent Council funds.  Payment without authorization may result in non-reimbursement.  This is at the discretion of the Parent Council.  If the regular Parent Council meeting is too far away, the Co-Leaders shall have the authority to approve expenditures of up to $500.00, after consulting the treasurer about the availability of unallocated funds.  Parent Council shall be notified at the next meeting. All expenditures will conform with our conflict of interest policy.

8.         Beluga Ball Committee

The Beluga Ball Committee is considered a special case, and does not operate under the above procedures.  They operate under the Beluga Ball Guidelines.

9.         Budget

The Parent Council must have an operating budget.  The Executive Board of the Parent Council, along with the Executive Director, shall have the responsibility of creating the yearly budget.  The approval for the next year’s budget shall be at the May meeting of the preceding year.

VI.        OFFICERS OF THE PARENT COUNCIL

1.     Number

Two lead officers (Co-Leaders) with equal responsibility will be elected.  A secretary and treasurer will be elected by the Parent Council.  The secretary and treasurer do not need to be current primary representatives.  These four positions, along with a representative of the CSA High School Parent Council Executive Board, shall constitute the “Executive Board”.

                        2.  Term of Office

The term of each Co-Leader position shall be two years.  A Co-Leader appointed to a position vacated prior to the completion of a full term shall serve out the remainder of the term.  The terms of Co-Leaders will be staggered to elect one Co-Leader per year.  The terms of secretary and treasurer shall be one complete school year.

                        3.   Election

Election to Co-Leader positions due to the normal expiration of term will be held within the last instructional period of each school year.  Election requirements and procedures will be the same as for positions vacated due to resignation, outlined below.

If a Co-Leader position is vacated prior to the normal expiration of term, an election will be held at the next regularly scheduled Parent Council meeting assuming the following requirements can be fulfilled:

a.     A minimum of three calendar days prior to the election, a separate notice, either oral, written or electronic, must be given to each representative informing them that Co-Leader elections will be held.

b.     A simple majority of the representatives in attendance must be obtained.

c.     No elections shall be held at special meetings.

                   4.  Nominations

The nomination period will be open from the end of the meeting in which the nomination is announced until the start of the following meeting.  Efforts shall be made for regular elections to be held at the May meeting, with nominations being opened at the April meeting.  At the election meeting, nominees must give a short presentation of their qualifications for Parent Council Co-Leader. All nominations need to be submitted to a Parent Council Co-Leader. 

                        5.  Qualifications

Prior to being nominated, any nominee for Parent Council Co-Leader must be on the Parent Council one school year.  Furthermore, they must be able to fulfill the responsibilities as written in VI.6 Co-Leader Responsibilities.

                        6.  Co-Leader Responsibilities

Shared responsibilities include: coordinate and facilitate Parent Council meetings, including the development of meeting agendas, any related organizational documents, and any follow-up to the agenda items.  Parent Council Co-Leaders shall work closely with the Executive Director.

                        7.  Resignation

A Co-Leader may resign at any time. Resignations should be communicated in writing, through the remaining Parent Council Co-Leader.  In the event that the remaining Parent Council Co-Leader is unavailable, resignation should be made through the Executive Director.  A successor shall be elected as outlined within the section VI.3 Election.

                    8.  Secretary Responsibilities

Record and publish Parent Council meeting minutes and ensure they are distributed to Parent Council members.  Meeting minutes shall be published in the Tuesday Times no later than two weeks after the meeting.  The secretary shall maintain the archives of the minutes.

9.Treasurer Responsibilities

Prepare financial report to be submitted at each Parent Council meeting.  Keep proper accounting of all funds and accounts held by the Parent Council.  Reimburse Parent Council members as necessary. Submit all required filings to the proper taxing authorities.

10.   Compensation – No member of the Executive Board shall receive compensation for services as such from the Parent Council.

11.  Conduct of Meetings - The Parent Council may adopt rules of procedure for the conduct of its meetings.  In the absence of such procedures, Robert’s Rules of Order shall serve as parliamentary authority.

  VII.     INDEMNIFICATION

Each person who is or was a Parent Council representative shall be indemnified by the CSA Parent Council to the fullest extent permitted by the laws of the State of Michigan as they may be in effect at that time. An insurance policy will be purchased annually.

 VIII.    CONFLICT OF INTEREST POLICY

Article I

Purpose

The purpose of the conflict of interest policy is to protect this tax-exempt organization’s (“Organization”) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director 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.

Article II

Definitions

1.             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.

2.         Financial Interest – A person has a financial interest if the person has, directly or indirectly, through business, investment or family:

(a)        An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,

(b)        A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or

(c)        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 Article III, Section 2, 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.

Procedures

1.         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 directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

2.         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 governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon.  The remaining board or committee members shall decide if a conflict of interest exists.

3.         Procedures for Addressing the Conflict of Interest

(a)        An interest person may make a presentation at the governing board or 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.

(b)        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.

(c)        After exercising due diligence, the governing board or 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 interest.

(d)        If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directions 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.

4.         Violations of the Conflicts of Interest Policy

(a)        If the governing board or 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.

(b)        If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Article IV

Records of Proceedings

The minutes of the governing board and all committees with board delegated powers 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 governing board’s or 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.

Article V

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 matters pertaining to that member’s compensation.

(b)        A voting member of any committee whose jurisdiction includes compensation matters and 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 of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Article VI

Annual Statements

Each director, principal officer, and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:

(a)           Has received a copy of the conflicts of interest policy,

(b)           Has read and understands the policy,

(c)           Has agreed to comply with the policy, and

(d)           Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Article VII

Periodic Reviews

To ensure 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, based on competent survey information, and the result of arm’s length bargaining.

                        (b)        Whether partnerships, joint ventures and arrangements with management organizations conform to the Organizations written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

Article VIII

Use of Outside Experts

When conducting the periodic review as provided for in Article VII, the Organization may, but need not, use outside advisors.  If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

IX.AMENDMENTS

These bylaws may be altered, amended or repealed and new bylaws may be adopted by obtaining a two-thirds majority vote of the Parent Council in attendance at an open and public meeting.

These bylaws were adopted by unanimous consent of the Parent Council, at an open and public meeting, on the 9^th of June, 2008.