Bylaws of the Chippewa Advisory Counsel (ChAC)
Article I - Name
This instrument constitutes the bylaws of the Chippewa Advisory Council, a nonprofit corporation duly organized under the laws of the State of Minnesota. The Chippewa Advisory Council is commonly known as ChAC and will be referred to as such in these bylaws.
Article II – Mission and Membership
Section 1. Mission. The mission of the Chippewa Advisory Council is to provide opportunities and resources to enhance student achievement.
Section 2. Membership. All parents and guardians of Chippewa Middle School students and all teachers and staff of Chippewa Middle School constitute the membership of ChAC.
Article III – Executive Committee Officers
Section 1. Executive Committee Officers. The officers of ChAC shall consist of a President, Vice President, Secretary, and Treasurer. The Board may appoint such other officers and agents as it shall deem appropriate, who shall hold their offices for such terms, exercise such powers, and perform such duties as shall be determined by the Board. All officers shall have voting privileges.
Section 2. Responsibilities. The Executive Committee has the authority to run the day-to-day operations of the corporation. The Executive Committee may authorize the spending of all funds except, that the entire Board shall vote on an annual budget and shall authorize spending on items associated with the "Teachers Wish List". Further, all directors of the Board shall be authorized to vote on candidates for the officers. Officers are expected to attend Board meetings and General meetings of ChAC.
Section 3. Election of Officers. The officers of the corporation shall be elected by the Board each year at its annual meeting in April. The officers shall include a President, a Vice President, a Secretary and a Treasurer. Officers shall be natural persons who are adults. The same person may not hold two or more offices. An office may be split to have two people serving in an office.
Section 4. Term. Officers will serve for a term of one year. They will hold office until expiration of the term, until a successor is elected and qualified, or until the earlier death, resignation, removal, or disqualification of the officer.
Section 5. Removal. Any officer elected by the Board may be removed, with or without cause, by the affirmative vote of the majority of the Board members present at a meeting at which there is a quorum and for which notice stating the purpose of the meeting has been given.
Section 6. Vacancies. If any office of the corporation becomes vacant by reason of death, resignation, retirement, disqualification, and removal from office or otherwise, the Board may appoint a successor. An officer so appointed shall fill the unexpired term of the officer who is being replaced.
Article IV – Duties of Officers
Section 1. President. The president shall be chief executive officer of the corporation and shall be responsible for the active management of the day-to-day business of the corporation, shall see that all orders and resolutions of the Board are carried into effect, and shall have the general powers and duties of supervision and management usually vested in the office of the president of a corporation.
Section 2. Vice President. The Vice President shall assist the President in carrying out the duties of the President, and shall act as President in the President's absence.
Section 3. Secretary. The Secretary shall attend all meetings of the Board and record all votes and the minutes of all proceedings of the Board in a book kept for that purpose, and shall perform like duties for any committee of the Board when required. The Secretary shall distribute meeting minutes and shall perform such other duties as may be prescribed by the Board or the President.
Section 4. Treasurer. The Treasurer shall be the chief financial officer of the corporation and have custody of the corporate funds and securities if any. The Treasurer shall keep full and accurate account of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation, in such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the corporation in such name as may be designated by Board, making the proper vouchers for such disbursements, and shall render to the President and the Board, at the annual meeting of the Board, or whenever it may require, an account of the financial condition of the corporation.
Article V - Board of Directors
Section 1. Board of Directors. The Board of Directors (The Board) shall consist of the Director of Communications, Director of Volunteers, Directors of Student Activities, Director of Fund Raising, and the Officers as described in Article III, Section 1. All Board members have voting privileges and may hold only one voting position. Other Board positions may be created as prescribed by the President.
Section 2. Responsibilities. The property, funds, affairs, and business of the corporation shall be under the general authority of the Board of Directors, which shall consist of no less than 5 and no more than 100 persons. All directors shall be natural persons who are adults. All Directors have voting privileges. Each director shall be responsible for establishing and maintaining communication with their committee chairpersons. If a chairperson cannot attend a meeting, the director will relay the committee report in their place. Directors may, but are not required to, hold a chair of any committee.
Section 3. Election and Term. Directors shall be elected for a term of one year and shall hold office until expiration of the term or until a successor is elected and qualified, or until the earlier death, resignation, removal or disqualification of the director.
Section 4. Removal of Directors. A director may be removed, with or without cause, by the vote of a majority of the Board eligible to elect the director to be removed, provided that such action shall be taken at a meeting of the Board called for that purpose
Section 5. Vacancies. If any office of the corporation becomes vacant by reason of death, resignation, retirement, disqualification, and removal from office or otherwise, the Board may appoint a successor. A director so appointed shall fill the unexpired term of the director who is being replaced.
Article VI – Duties of the Directors
Section 1. Director of Communications. The Director of Communications will facilitate communication between committees involving Communications and the Board of ChAC. Said committees may include the Student Directory, Volunteer Brochure, E-newsletter, Webpage, ChAC e-mail address, Public Relations, and other communication-related duties as assigned by the President.
Section 2. Director of Volunteers. The Director of Volunteers will facilitate communication between committees involving Volunteer Recruitment and the Board of ChAC. Said committees may include the Greeter Desk, Library, Hospitality, Volunteer Coordinator, and other volunteer-related duties as assigned by the President.
Section 3. Director of Student Activities. The Director of Student Activities will facilitate communication between committees involving Student Activities and School Spirit and the Board of ChAC. Said committees may include Back-to-School Blast, Chippewa Apparel, Bulletin Boards, and other student activity and school spirit duties as assigned by the President.
Section 4. Director of Fund Raising. The Director of Fund Raising will facilitate communication between committees involving Fund Raising activities and the Board of ChAC. Said committees may include the oversight of the Annual Fall Fundraiser, Book Fair, Grants, and other fund raising duties as assigned by the President.
Section 5. School Representative - ex officio. A School Representative, which shall be the Principal or his/her designee will assist the Board in interacting and communicating to the school district and its employees. The primary responsibility of the School Representative is to serve as a liaison between the School District and the Board. This person will not have voting rights.
Section 6. Committees. Committees shall be formed as needed by any Director or Officer, but must be approved by the Board. Committee Chairs shall provide reports to designated Directors for presentation to the Board if the chairperson cannot attend meetings. Committee chairs do not have voting privileges. The chairperson of each standing committee shall present a plan of work to the executive board for approval. No committee work shall be undertaken without the consent of the board. The plan of work shall consist of a completed Committee Description Form. A more detailed binder of the committee’s specific operations and history will be maintained.
Article VII – Board Operations
Section 1. Meetings. Meetings of the Board may be held at any time upon request of the President or any two directors of the corporation. The request shall specify the purpose or purposes of the meeting. At each meeting of the Board, the President shall preside. The secretary of the corporation, or in his or her absence any person whom the President shall appoint, shall act as secretary of the meeting. The board shall meet annually for the purpose of electing directors and officers, and conducting other business of the corporation.
Section 2. Action without Meeting. Any action required or permitted to be taken at a Board meeting may be taken by electronic mail voting in accordance with the President's instructions at the time of calling for an electronic mail vote.
Section 3. Notice. Written notice of each meeting of the Board, stating the time, date and place of the meeting and a proposed agenda, shall be communicated to each of the directors at least five, but not more than thirty days in advance of the meeting. Notice may be waived before, at, or after a meeting, orally or in writing. Attendance by a director at a meeting is a waiver of notice of that meeting, unless the director objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate in the meeting.
Section 4. Quorum. Proxies. Voting Process. At any meeting of the Board, a majority of the directors then holding (5, if all 8 voting positions are filled) shall be necessary and sufficient to constitute a quorum for the transaction of business. Except where otherwise required by statute or provided in these bylaws, the affirmative vote of a majority of the directors present at a meeting at which there is a quorum is sufficient for any action. Directors shall not appoint a personal proxy or vote by proxy. Votes shall be taken informally by a show of hands after an appropriate period of discussion, unless a majority requests a secret ballot. For action to be taken by electronic communication, votes shall be cast either "for" or "against" a proposal or a director may vote "abstain".
Section 5. Adjournments. Any meeting of the Board may be adjourned from time–to-time or day-to-day, or both, upon the consent of a majority of directors present. If the date, time and place of the adjourned meeting appears in the minutes of the original meeting, no further notice as to the date, time and place of the adjourned meeting need be given. At any adjourned and reconvened meeting at which a quorum of the directors is present, any business may be transacted which might have been transacted at the original meeting.
Section 6. Action by Electronic Communication. A conference among directors by means of communication through which the directors may simultaneously hear each other during the conference is a meeting of the Board, if the same notice is given of the conference as would be required for a meeting and if the number of directors participating in the conference is a quorum. Participation in a conference by this means constitutes person presence at the meeting. A director may also participate in a meeting of the Board by any means of communication through which the director and all other directors participating in the meeting may simultaneously hear each other during the meeting.
Section 7. Other Powers. In addition to the powers and authority conferred upon it by these Bylaws, the Board shall have the power to do all acts necessary and expedient to the conduct of the business of the corporation.
Article VIII – Basic Policies
Section 1. Maintenance and Inspection of Records. Correct and complete copies of the Articles of Incorporation, Bylaws, account records, and minutes of meetings of the Board and of committees of the corporation shall be kept at the registered office of the corporation. A director, agent, or attorney may inspect all books and records of the corporation for any proper purpose at any reasonable time.
Section 2. Amendments to Bylaws. These Bylaws may be amended or repealed by the affirmative vote of a majority of the Board present at a meeting at which there is a quorum and for which notice stating the purpose of the meeting has been given.
Date Version Change Author
10/5/2005 1.0 Original
3/1/2007 1.0a Rewrite update Tamara Winden
4/8/2007 1.0b Rewrite update Anna Schroder Howitz
5/9/2007 1.0c Rewrite update Anna Schroder Howitz
5/14/2007 1.1 Approved version Anna Schroder Howitz
9/8/2008 1.2 Approved version Anna Schroder Howitz