Article I: Name and Purpose
Section A:
The name of this corporation is and shall be Arbuckle Arts Boosters, also known as AAB, located in the town of Arbuckle, County of Colusa, State of California.
Section B:
This corporation is a nonprofit, tax-exempt, public benefit corporation organized exclusively for the charitable scientific, literary, or educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or corresponding section of any future Federal tax code.
Section C.
The purpose of Arbuckle Arts Boosters is to promote and encourage community support of the Arts Programs (Performing, Fine, and Digital) of Pierce High School (PHS) and the Pierce Joint Unified School District (PJUSD) with the following objectives: 1) To provide financial support, 2) To provide volunteer assistance, and 3) To provide support to students and staff of the Arts Programs. The arts programs include, but are not limited to, Fine Arts, Performing Arts (Music and Drama), Media Arts, and Digital Arts.
Article II: Donor Members
Section A: Eligibility for Membership
AAB is open to any individual or family who donates. A representative of the family or the individual donor will be considered a Donor Member.
Section B: Rights and Responsibilities of Membership
Rights: Donor Members of Arbuckle Arts Boosters shall have the right to participate in the organization's activities, attend meetings, and vote on matters brought before the membership.
Responsibilities: Members are expected to adhere to the organization's bylaws, support its mission and goals, and contribute to its activities to the best of their abilities.
Section C: Liability of Membership
Donor Members of AAB are not, as such, personally liable for the debts, liabilities, or obligations of the corporation.
Section D: Membership Standing
Membership in AAB is voluntary in nature. But to be considered a Donor Member in good standing, you must attend meetings or donate time or money to the organization. If a Donor Member has not fulfilled this duty, at the discretion of the AAB Board, they will not be allowed to vote.
Section E: Termination of Membership
Donor Membership may be terminated for reasons including but not limited to continued status of not-in-good standing within AAB, violation of these bylaws, or any other conduct detrimental to the organization
Article III: General Meetings
Section A:
Meetings shall be held at such regular time as designated at the May Annual Board meeting. There will be two Annual meetings per year.
Section B:
The first annual meeting will be held in May for the election of officers. The second annual meeting will be held in November. The agenda for the semi-annual meeting will include the Financial Report, Auditor’s Report for the previous fiscal year and formal budget approval.
Section C:
Quorums for meetings shall consist of those present, including at least three elected board members.
Article IV: Special Meetings
Section A:
A special meeting may be called by the President or by majority of the board. All AAB board members must be notified electronically of the general nature of the matters that will be acted upon in a special meeting, no less than 48 hours, nor more than 90 days, in advance of the meeting.
Article V: Voting
Section A:
A simple majority of those present (Board Members and Donors), shall be required for binding action at any regular or special meeting. Each board member shall be entitled to one (1) vote. Pierce High School’s Current Art Teachers (Art, Music, Drama and Digital) shall be entitled to vote.
Section B:
The meeting in May shall be the annual election meeting at which time officers shall be elected. At least fifteen (15) days prior notice of the annual election meeting must be given. This notice shall contain the names of all nominees for office as designated by the nominating committee.
Article VI: Officers
Section A:
The elected officers shall be President, Vice President, Recording Secretary, Treasurer and Parliamentarian. The President shall appoint the Database Manager and Auditor. Each of these Board positions may be filled by one or two individuals. The Executive Board consists of the elected officers, Database Manager and Auditor.
Section B:
Each officer shall have contributed for the year in which elected to serve. Spouses may not have check-signing authority at the same time. Employees of PJUSD cannot serve as check signers.
Section C:
Officers and board at large will be elected for one-year terms. The term of the office begins on July 1 and runs through June 30 of the following year. This coincides with the fiscal year of the corporation. Officers can hold no more than two (2) AAB board positions at a time, and only one executive position at a time.
Section D: Duties of Officers
1) The President: The President shall be the executive officer of AAB. The President shall preside at regular and special board meetings and meetings representing the AAB Board. The President may appoint committee members or general board members as they shall see fit except for the nominating committee, which is elected by the board. The President shall ensure all action of general interest taken by the AAB Board is made public. The President shall coordinate the work of all the officers and committees.
2) The Vice-President: The Vice-President shall preside at Board meetings in the absence of the president; represent the Board at functions as designated by the president; and fulfill all duties of the president when he or she is unable to serve.
3) The Secretary: The Secretary shall (a) be responsible for preparation and distribution of meeting minutes of all general and board meetings and facilitating the posting of them to the AAB website; (b) collect and distribute job descriptions, and (c) serve as part of the audit committee.
4) The Treasurer: The Treasurer shall oversee: (a) receipt and disbursement of all funds; (b) accurate record keeping of all receipts and disbursements; (c) coordination and filing of all required reports and returns to governmental agencies, (d) coordination with the auditor, (e) preparation and distribution of all financial reports to board members as well as facilitation of posting annual and semi annual financial reports to the AAB website.
5) The Parliamentarian: The Parliamentarian (a) shall assist the president at meetings to ensure correct parliamentary procedure, (b) organize the nominating committee and (c) maintain the current copy of the bylaws.
6) The Auditor: The Auditor shall audit the books of the association at the end of the fiscal year's business, upon the resignation of the Treasurer or Database Manager, or at any time deemed necessary. The Auditor shall render written reports to the Board at both Annual Meetings.
7) The Database Manager: The Database Manager shall (a) maintain the database (student data, parent data, contribution data, etc.), (b) input all donations into database: checks, Paypal credit card payments, gift card purchases, donations and matching funds, (c) provide treasurer with bank deposits reconciled statements between database and all student related monetary donations - including program, donations, trips, fundraising, (d) provide accurate donor lists as requested by the vice-president, for tracking and recognition purposes, (e) monthly create a spreadsheet with donor information and amounts and provide to the corresponding secretary for tax donation statements, (f) at school year-end: reconcile database with financial software; promote students to the new school year; generate alumni spreadsheet of all graduating seniors; create and upload backup data of the school year, (g) update database for the new school year.
Article VII: Election of Officers
Section A:
The nomination committee shall consist of at least three board members or donor members of AAB. The AAB board will approve the nominating committee at the closest meeting to the beginning of the calendar year. The parliamentarian shall arrange the first meeting of the nominating committee. At that meeting the parliamentarian will describe the duties of the nominating committee. The nominating committee shall elect a chairperson.
Section B:
The slate of nominated officers shall be presented by name no later than the April meeting. This slate shall be posted on the website at least 15 days prior to the election.
Section C:
Election shall be held at the May meeting, at which time further nominations may be made from the floor.
Section D:
All officers shall serve for a term of one year and may be reelected for additional terms.
Section E:
Vacancies in an elected office: In the event of a vacancy in any elected office, the executive board shall appoint an individual to fill such office for the unexpired portion of the term. The appointment is subject to AAB board approval.
Article VIII: ARBUCKLE ARTS BOOSTERS Board (aka: AAB Board)
Section A:
The AAB Board shall consist of the elected officers and members of the Board appointed by the President. Pierce High School Arts Teachers are members of the Board. The appointed positions on the board shall be listed in the standing rules. Appointed positions may be added or removed yearly, with the approval of the Board.
Section B:
Subject to the provisions of the California Nonprofit Corporation law and any limitations of the Articles of Incorporation and these bylaws, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by and under the direction of the AAB Board.
Section C:
The duties of the AAB Board shall include reviewing such business matters as may properly come before it.
Section D:
The AAB Board shall review the bylaws of this corporation every other year.
Article IX: Disbursement of Funds
Section A:
The proceeds of the year's operations of the corporation shall be used solely to benefit art programs as set forth in Article I, Section C, of these Bylaws.
Section B:
The persons authorized to approve expenditures (check requests) shall be the Pierce High School Arts Teachers and the AAB President and AAB Vice President. All expenditures must receive prior board approval, as expressed by adoption of the budget.
Section C:
The fiscal year for the association shall be July 1 to June 30. No later than the May meeting, the Board shall approve an initial annual budget of income and expenditures for the coming fiscal year, except for the initial year when upon the start of the nonprofit a budget must be approved. An amended budget shall be presented to the Board no later than the November meeting of each fiscal year, reflecting actual participation in the art programs. Budget amendments can be brought forward for approval at any meeting.
Section D: Disbursement of Funds
Disbursement of funds shall be ratified at a board meeting by a majority vote of those present, including at least 3 elected board members. The Board should accept and approve the financial reports presented (Cash Flow, Balance Sheet, Profit and Loss Budget Comparison and Transaction Detail or equivalents). Individual expenditures not in the budget, including those expenses related to fundraising, shall be approved by a majority vote at any board meeting.
Section E: Checks and Notes
The AAB President, Vice-President, Treasurer and one other Board Member shall have signature authority for the disbursement of funds of the corporation. The Recording Secretary and Auditor cannot have signature authority as those positions are part of the audit committee. Two signatures shall be required to disburse any funds of the corporation. One signature must be the current President or Treasurer. No credit cards may be taken out in AAB’s name without Board approval. No debit cards may be used for any monetary transactions without Board approval. (Some banks require a debit card for accounts.) A Bank Signer may not serve as Auditor or Recording Secretary in the next year.
Section F: Gifts
The Board may accept on behalf of the corporation any contribution, gift, bequest, or device for the nonprofit public benefit purposes of this corporation. The Board has the right to refuse a donation. The Board may accept on behalf of the corporation a designated gift for a specific purpose of this corporation. Upon acceptance of the designated gift, the donor will be informed that in the event the gift cannot be used for the specific purpose within three years (3), the AAB board will direct the Treasurer to transfer the gift to the general fund.
Section G: Stipends
The President may recommend a stipend for bookkeeping services. The amount of the stipend should reflect the current year‘s responsibilities, as well as the sufficiency of unrestricted funds.
Section H: Limitation on power:
The AAB Board nor any individual board member shall not have any power or authority to borrow money, to incur indebtedness, to encumber any future Board of this nonprofit corporation.
Section I: Annual Report
At the November meeting, the Board shall approve and post to AAB’s website an annual report containing the prior end of year Financial Reports (Cash Flow, Balance Sheet, Profit and Loss Budget Comparison and Transaction Detail or equivalents). The mid-year financial report will be approved and posted to AAB’s Website.
Article X: Power Limitations
Section A:
Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (i) by an association exempt from Federal Income tax under Section 501(c)(3) of the Internal Revenue Code, or (ii) by an organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.
Section B:
No part of the net earnings of the corporation shall benefit, or be distributed to, its donors, directors, officers or board members or other private persons except that the corporation shall be authorized and empowered to pay compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article I.
Article XI: Amendment of Bylaws
Section A:
The bylaws will be reviewed every other year in the odd years. (to make sure they align with the Articles of Corporation and provide governing guidance.) The bylaws will be approved at or before the May meeting. Proposed amendments to the bylaws shall require a 2/3 vote of the AAB board present. The bylaws committee shall consist of at least three members of the AAB board and will include the parliamentarian. The AAB board will approve the bylaws committee at the February meeting.
Article XII: Dissolution
Section A:
Upon the dissolution of the corporation, after paying or adequately providing for the debts and obligations of the corporation, the remaining assets shall be distributed to one or more nonprofit funds, foundations, or organizations which have established their tax exempt status under Section 501(c)(3) of the Internal Revenue Code and which have goals consistent with this organization, e.g. the school arts departments.
Article XIII: Standing Rules
Section A: Adoption and Amendment
Standing rules may be adopted by the AAB Board at any time. Rules may be revised at any time.
Section B: Meeting Procedures
The order of business for regular meetings shall follow Robert's Rules of Order, Newly Revised, unless otherwise specified in these standing rules.
Section C: Financial Procedures
1) Reimbursement for expenses incurred on behalf of Arbuckle Arts Boosters must be submitted with appropriate receipts and approved by the Treasurer or President.
2) All financial transactions must be documented, and records must be maintained according to generally accepted accounting principles.
This is to certify that the foregoing is a true and correct copy of the bylaws of the corporation named in the title of these bylaws and that such bylaws were duly accepted by the Arbuckle Arts Boosters, a California nonprofit corporation on October 3rd, 2023.
©Copyright. All rights reserved.