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The Link Bylaws

The Link

Marie Hughes Elementary School Parent Teacher Organization


Bylaws

of

Marie Hughes Elementary

 The Link

(Parent Involvement Group)

 

Article I—Name, Description and Purpose

Section 1:  Name—The name of the organization shall be Marie Hughes Elementary The Link (Parent Involvement Group) also known as; The Link.  The Link is located at Marie Hughes Elementary School on 5701 Mojave Dr. in Albuquerque, New Mexico.

Section 2:  Description—The Link is a non-profit organization that exists for educational, charitable and scientific purposes.  It is group composed of volunteers including, but not limited to; parents, community members, teachers, staff and administration of students at Marie Hughes Elementary.

Section 3:  Purpose—The purpose of The Link is enhance and support the education experience at Marie Hughes, to develop a closer connection between school and home by encouraging involvement (from parents, grandparents, other guardians or community members), and to improve the environment at Marie Hughes through volunteer, service and financial support.  Our mission statement is:  “When schools, community and families come together we become a great force for positive change, growth and influence in the life of a child.  The Link serves as the connection between the school, the community and your family!  We are committed to enriching the education of the students at Marie Hughes Elementary.”

 

Article II—Membership

Section 1:  Membership shall be automatically granted to all parents and guardians of Marie Hughes students, plus all staff at Marie Hughes.  There are no membership dues.  Members have voting privileges. 

 

Article III—Officers

Section 1:  Executive Board—The Executive Board shall consist of the following officers:  President, Vice-President, Secretary, and Treasurer.  Officer positions can be shared and more positions on the board can be added as deemed necessary by the President and current board members. 

Section 2:  Term of Office—The term of office for all officers is one year, beginning immediately upon election and ending upon officer election the following school year.  Officers can choose to re-apply.  Vacancies in positions (excluding that of president) during the school year can be filled by the President appointing a Link member, but left open if decided upon.  In the case of the vacancy of the president, the position will be filled by the vice president until a new candidate is elected at time of designated election. 

Section 3:  Qualifications—Any Link member may become an officer in The Link.

Section 4:  Duties—

Executive Board—Vote upon The Link’s annual budget (majority vote of those present), establish and oversee committees to conduct work of The Link, establish fundraising programs.  Vote on major decisions concerning the governing of The Link. 

President—Preside at general Link meetings and Executive Board meetings, serve as the official representative of the Link and the primary contact for the school’s principal and retain all official records of the Link.  Oversee committees and chairs.  Plan budget (using the board at his or her discretion) and seek Board approval.

Vice-President—Assist in overseeing the committees and chairs of The Link.  Assist the President and chair meetings in the absence of the President.

Secretary—Record and distribute minutes at all Board meetings and general meetings.  Prepare and distribute agendas at all meetings.  Hold historical records for The Link.  Manage communication distribution and lists.

Treasurer—Serve as custodian of The Link’s finances, collect revenue, pay authorized expenses, report financial activity every month (or as deemed necessary), prepare year end financial report, facilitate an annual audit and hold all financial records. 

Section 5:  Board Meetings—The Executive Board shall meet as deemed necessary during the school year at the discretion of the President (frequency and/or type of meeting ie; electronically is up to the President’s discretion).

Section 6:  Removal—An officer can be removed from office for failure to fulfill his/her duties, after reasonable notice, by a majority vote of the Executive Board.

Section 7:  Vacancy—If a vacancy occurs on the Board, the president shall appoint a Link member to fill the vacancy for the remainder of the officer’s term. In the case of the vacancy of the president, the position will be filled by the vice president until a new candidate is elected at time of designated election.  

 

Article IV—Meetings

Section 1:  General Link Meetings—General Link meetings shall be held to conduct the business of the Link.  Meetings shall be held monthly during the school year, or at the discretion of the Executive Board.

Section 2:  Elections and Nominations--A meeting will be held in the last semester of the school year (date determined by the Executive Board) to determine elections for the new board and fill open chairs in committees and events. At that meeting, nominations may be made from the floor. Voting shall be by raise of hand if a nominee is uncontested. If more than one person is running for an office, a ballot vote shall be taken.

Section 3:  Voting—Each member in attendance at a Link meeting is eligible to vote.  Absentee or proxy votes are not allowed.  President and Board members have votes.

Section 4:  Quorum—5 members of the Link present and voting constitutes a quorum for the purpose of voting.

 

Article V—Financial Policies

Section 1:  Fiscal Year—The fiscal year of The Link begins July 1 and ends June 30 of the following year.

Section 2:  Banking—All funds shall be kept in a checking account in the name of Marie Hughes Elementary The Link, requiring 2 signatures of the Executive Board and held at a local financial institution.

Section 3:  Reporting—All financial activity shall be recorded in a manual or computer based accounting system.  The Treasurer shall reconcile the account(s) monthly and report all financial activity monthly (or as asked by the President).  The Link shall arrange a review of its financial records each year and have a proof of audit by 2 members of the Link who are not on the board.

Section 4:  Ending Balance—The organization shall leave a minimum of $2,000 in the treasury at the end of each fiscal year.

Section 5:  Contracts—Contract signing authority is limited to the President or the President’s designee.

 

Article VI-- By Law Amendments and Approval

These bylaws shall be approved by the general membership of the Link by a vote of 2/3 in attendance at the designated meeting.  Amendments to the bylaws may be proposed by any link member.  Amendments presented at a link meeting shall be considered for voting at a subsequent meeting.  2/3 approval of all members present and voting is required to adopt an amendment to the Bylaws.

 

Article VII-- Dissolution

Upon the dissolution of the organization, any remaining funds should be used to pay any outstanding bills and, with the membership’s approval, spent for the benefit of the school.

 

Article VIII-- Parliamentary Authority

The authority for this organization shall be “Robert’s Rules of Order Newly Revised”.

 

Article IX – Conflict of Interest Policy

Section 1. Purpose. The purpose of the conflict of interest policy is to protect this tax-exempt organization’s 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.

Section 2. Definitions.

a. 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.

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

i. An ownership or investment interest in any entity with which the organization has a transaction or arrangement;

ii. A compensation arrangement with the organization or with any entity or individual with which the organization has a transaction or arrangement; or

iii.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 Section 3b, 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.

Section 3. Procedures.

a. 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 who are considering the proposed transaction or arrangement.

b. 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 whether a conflict of interest exists.

c. Procedures for Addressing the Conflict of Interest.

i. An interested 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.

ii. 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.

iii. 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.

iv. 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 directors 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.

d. Violations of the Conflict of Interest Policy.

i. 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.

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

Section 4. 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.

Section 5. 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.

Section 6. Annual Statements.

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

• Has received a copy of the conflict of interest policy;

• Has read and understood the policy;

• Has agreed to comply with the policy; and

• Understands that the organization is charitable and that in order to maintain its federal tax exempt status it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Section 7. Periodic Reviews.

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

b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the organization’s 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 an excess benefit transaction.

Section 8. Use of Outside Experts.

When conducting the periodic reviews as provided for in Section 7, the organization may, but need not, use outside advisers. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring that periodic reviews are conducted.

 

 

These bylaws were adopted on________________________________