Tuesday, April 14, 2009

HTM PA By Laws

Updated 1/14/09


1.1 High Tech Middle Parent Association


2.1 To engage in activities which provide encouragement, leadership, and assistance to High Tech Middle at the High Tech High Village, so the school can reach its goals and objectives

2.2 To encourage member participation in school activities

2.3 To facilitate communication between home and schools, and between the Parent Associations of the schools at High Tech High Village

2.4 To promote the recognition of High Tech Middle in the community

2.5 HTMPA is a division of HTH Foundation, a non-profit organization, and any funds, dues and proceeds derived shall be for the benefit and improvement of the school as deemed necessary by the Parent Association.

2.6 This Parent Association will not seek to direct the administrative activities or policies of the school.


3.1 Membership

Each parent, step-parent, guardian or adult responsible for custodial care of a student attending High Tech Middle in the current academic year shall be considered a member of the High Tech Middle parent Association. Parents or guardians of Alumnae, volunteering at HTM may be offered membership at the discretion of the Executive Parent Association Board.

3.2 Voting Rights

Each member shall have one vote at all general membership meetings and at the Annual Meeting.

3.3 Termination of Membership

Membership and voting rights will be automatically terminated once the member’s child leaves the school.

3.4 Proxy voting or absentee balloting is prohibited among the general membership.


4.1 The President or Co-Presidents of the HTM PA shall provide notice using the database maintained by the school SIS officer, at least one week in advance, for all general membership meetings. Notices will also be published on the school website. Such notice will include the place, day, and hour of the meeting, and any other information required by these bylaws.

4.2 The Board of Directors shall meet once per month, at the discretion of the Board, during the academic year. This meeting is open to the general membership, however, the general membership does not have active voting rights at the Board of Directors meetings.

4.3 Annual Meeting

There shall be an annual meeting at the end of each academic year for the express purpose of organization and election of officers.

4.4 Special Meetings

Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors and shall take place at a time and place chosen by the President or at a time and place designated in writing by a petition signed by a majority of the elected Board. The Board of Directors may close these meetings to the general membership.

4.5 Notice

Notice of any special meeting of the Board of Directors shall be given at least twenty four hours in advance by e-mail, or telephone, to each director at his or her address as shown by the records of the Association. If the time and place of the meeting is chosen by the President, then the President shall give the notice. If the time and place of the meeting is chosen by a petition signed by a majority of the Board, then a copy of that petition will be included with the notice and the notice may be given by any one of the members of the Board who have signed the petition. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these bylaws.

4.6 Quorum

A simple majority of the elected Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the elected Directors is present at said meeting, a majority of the Directors present may adjourn the meeting without further notice. An elected Director may give his or her proxy in writing or e-mail to another Director so a quorum can be reached.

4.7 Manner of Acting

The act of the majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these bylaws.

4.8 Informal Action by Directors

Any action required by law to be taken at a meeting of directors, or any action which may be taken at a meeting of directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the directors.


5.1 Nominations

A Nominating Committee will be annually elected by the officers of the HTMPA Board at the March Board Meeting. The Nominating Committee will consist of at least five current Board Members. The chair of the Nominating committee will be selected at their first Nominating Committee meeting. The acting president may not be a member of the Nominating Committee.

5.2 The Nominating Committee will solicit nominations for the following year’s officers through notice given to the membership (via e-mail). Nominations may also occur from the floor, during the election meeting. The notice should state the positions available and include a date range for an Open Nomination Period, which shall be at least two weeks before the annual election meeting.

5.3 Nominations will be considered valid only if they meet the following requirements:

a. Nominations must be submitted in writing (paper or e-mail) to the Nominating Committee Chair;

b. Nominees themselves must state in writing that he or she will serve if elected;

c. Nominations must be submitted within the designated Open Nomination Period.

5.4 All valid nominations will be carefully considered by the Nominating Committee and the committee shall nominate at least one candidate for each office (or an alternate of co-chairs), forming a recommended slate. This recommended slate of officers will be presented by the nominating committee at the PA’s general election meeting when the vote will take place.

5.5 Notice of the general election meeting’s date /time/location and the Nominating Committee’s recommended slate of officers shall be given at least one week prior to the election meeting date, via e-mail to the general membership and posting on the PA website.

5.6 Additional nominations may also occur from the floor during the election meeting, only if the floor nominees previously complied with the above nomination requirements.

5.7 The Nominating Committee Chairperson will immediately count the ballots with the HTMPA Secretary or alternate officers may be appointed to do so in their absence.


6.1 The Board of Directors shall consist of the elected officers of the HTM PA. In addition, executive members, with voting rights, will be comprised of chairpersons of committees at the discretion of the Board of Directors as stated in article 7.1.

6.2 General Powers

The affairs and finances of the HTM PA shall be managed by its Board of Directors. The powers of the Board of Directors will include any other powers permitted by law and not delegated to specific officers of the HTM PA or to the membership by these bylaws.

6.3 The Executive Board of Directors of the HTM PA shall be elected by the general membership at the Annual Meeting. The Officers of the HTM PA or Board members elected at an Annual Meeting will serve until the end of the term or until such time as the Officer is unable to fulfill their position. Except in the case of Directors filling vacancies, each Director will hold office for a term of one year with his or her term ending at the conclusion of the last meeting of the school year. Officers of the HTM PA may serve no more than two consecutive terms in a position. At the discretion of the Board, Officers may serve an addition term(s) if no candidate can be found.

6.4 Vacancies

Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining Directors, though less than a quorum. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.

6.5 Compensation

Directors shall not receive any stated salaries for their services as Director.


7.1 Officers of the HTM Parent Association

The Officers of the HTM PA Board of Directors shall consist of the Executive Committee: President, Vice-President, Secretary, Treasurer, and Parliamentarian . The Parent Association Board may also have at its discretion: Communications Chair, Tech Support Chair, Gifts and Grants Chair, School Support Chair, Fundraising Chair, Community Events Chair, Hospitality Chair and any other officers, with such titles and duties as may be determined by the Executive Board. Any number of offices may be held by the same person, except that neither the Secretary nor the Treasurer may serve concurrently as the President.

7.2 President

The President is the principal executive officer of the Association in charge of carrying out the resolutions of the Board of Directors and shall, in general:

a. Supervise or carry out all of the business and affairs of the Association including contracts, publications, events, and meetings, except where the execution thereof shall be expressly delegated by the Board of Directors or by these bylaws or by statute to some other officer or agent of the HTM PA.

He or she shall maintain appropriate, complete and accurate records and in general perform all other duties as may be prescribed by the Board of Directors from time to time.

b. Have authority to co-sign all checks of the HTM PA including amounts exceeding $100.

c. Be an ex-officio member of all committees except the nominating committee and shall be invited to attend all meetings. The President shall receive minutes from all committee meetings.

d. Shall serve on the Presidents’ Council of the schools at High Tech High Village.

e. Communicate regularly with HTM Administration to give/receive input and update on activities, plans etc.

7.3 Vice-President

The Vice President shall assist the President. Additionally, in the absence of the President, the Vice -President shall discharge the duties of the President. The Vice-President may co-sign all checks of the HTM PA, including those exceeding $100. The Vice-President may serve on the Presidents’ Council of the schools at High Tech Village.

7.4 Secretary

The Secretary shall be responsible for the keeping of the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose. In addition, the Secretary will:

a. see that all notices are duly given when required by these bylaws or the law,

b. receive ballots and record the result of a vote for an election or bylaws change,

c. perform duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the Board of Directors,

d. endeavor to keep all copies of membership records under his or her custody at a location other than that of the school’s office so that a fire would not destroy both the original records and their copies.

e. maintain a book or file at the school where minutes can be accessed by the membership, as well as posting minutes on the school website.

7.5 Treasurer

The Treasurer will handle all financial matters of the HTM PA and will:

a. provide financial reports and a yearly summary,

b. maintain the HTM PA checking account,

c. generate and sign HTM PA checks ( to be co-signed by another designated board member if they exceed $100),

d. require, as needed, an audit of the books at any time; such an audit will be paid for by the HTM PA,

e. perform such other duties as from time to time may be assigned to him or her by the Board of Directors,

f. be the custodian of the HTM PA financial records,

g. prepare an annual budget to be presented to the general membership.

7.6 Parliamentarian

The Parliamentarian shall:

a. maintain present bylaws, original bylaws and all amendments to the bylaws,

b. advise the President and the Executive Board of correct Parliamentary Procedure.


8.1 The HTM PA shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members and Board of Directors. Such records will be kept in the custody of the President or Secretary.

8.2 All books and records of the HTM PA may be inspected by any member, or his or her agent or attorney, for any proper purpose at any reasonable time.


9.1 The fiscal year of the corporation shall begin on the first day of July after the last general meeting of the year and end on the last day in June in each year.


10.1 Amendments to these bylaws may be proposed and voted upon at the annual meeting or a general membership meeting. These proposals receiving a simple majority, by mail, proxy or e-mail of the vote at the membership meeting shall be incorporated in the bylaws.

10.2 Advertising Bylaws Change

The Parliamentarian shall advertise all submitted changes to the bylaws by publishing them or placing them on a written ballot published in the newsletter, on the website or mailed to each member. If a ballot is used it will include the following:

a. the wording of the motion or motions each followed by the words YES and NO,

b. the address of the Secretary to which the ballot shall be returned,

c. the deadline by which the ballot must be mailed when returned,

d a space for the member to print his name,

e. a space for the member’s signature.

10.3 Counting the Ballots

The Secretary shall count the ballots. The vote may also be by raised hand or voice.

10.4 Result of the Vote

An affirmative vote, a simple majority of the members voting to amend bylaws passes. Amendments are effective immediately unless otherwise specified.

10.5 Announcement of Result of the Vote

The result of the vote, in terms of whether or not the amendment was passed, will be advertised by President in Newsletter via e-mail and/or on the website.

10.6 Adoption of the Bylaws

The HTM Parent Association, at its meeting adopted these bylaws as indicated by their signatures on the cover page of these bylaws.


11.1 Parliamentary Authority

Roberts Rules of Order, Revised, shall govern this HTM Parent Association on all issues not covered by these bylaws.

11.2 Standing Rules

There shall be standing rules as may be necessary to provide detailed policy and procedure for all the functions of this Association, provided such rules are not in conflict with these bylaws. Such rules may be adopted, amended or rescinded by a simple majority of the Board of Directors.


12.1 On dissolution of the High Tech Middle Parent Association, any funds remaining shall be distributed to one or more educational organizations selected by the sitting Board of Directors at the time of dissolution.