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1. Purpose

1.1. As set forth in the Articles of Incorporation, the Montclaire Parent-Teacher Organization (hereinafter referred to as “MPTO” or “the Organization”), is a non-profit, public benefit corporation organized for the benefit of the students, families and staff of Montclaire Elementary School, part of the Cupertino Union School District, located in Los Altos, California.

1.2. The organizationʼs purpose is to promote collaborative relationships between Montclaire families, Montclaire teachers and staff, and the communities served by the school.

1.3. The organizationʼs purpose is to raise funds for personnel and material that supplement the educational experience provided by the school and enhance the school site.

1.4. MPTO is organized 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.

1.5. MPTO shall be noncommercial, nonsectarian and nonpartisan.

2. Offices

2.1. Location. MPTO shall continuously maintain within the state of California a registered office at such place as may be designated by the Board of Directors.

3. Membership

3.1. MPTO Member. MPTO Members are parents or guardians of current Montclaire Elementary School students, Montclaire Elementary School teachers and staff.

3.2. Term. Membership commences at the time of enrollment or employment, and ceases when enrollment or employment ends.

3.3. Meetings. An annual Membership meeting shall be held once a year at a time and location set by the Board of Directors. Other Membership meetings shall be held regularly on a schedule determined by the Board of Directors.

3.4. Voting

3.4.1. MPTO Actions. Certain actions defined in these Bylaws may be taken only with Membership approval by direct voting.

3.4.2. Quorum. Fifteen (15) non-board Members shall constitute a quorum for Membership voting. If a quorum is present at the commencement of a meeting, a quorum shall be deemed present throughout such proceedings.

3.4.3. Except as otherwise provided by law or by the Articles of Incorporation or these Bylaws, the vote of a majority of the Members present at a meeting at which a quorum is present shall be the vote of The Organization.

3.4.4. Proxy Voting. Each Member shall have one vote. All voting at meetings shall be done personally and no proxy shall be allowed.

4. Board of Directors

4.1. Function of Board. The affairs of MPTO shall be managed by the Board of Directors, who must be Members of the MPTO as defined by Section 3.

4.2. Number of Directors. The number of Directors of The Organization shall be not less than four. The minimum number of Directors may be changed or a maximum number may be imposed or changed from time to time by amendment to these Bylaws. No alteration in the maximum shall shorten the term of any incumbent Director nor shall the minimum number of Directors be decreased at any time to less than four.

4.3. Election and Term of Directors.

4.3.1. Election. Directors shall be nominated by majority vote of the Board of Directors and elected by vote of the MPTO Membership.

4.3.2. Term. The term shall be one year, from July 1 to June 30 the following year.

4.3.3. Term Limit. A Director may not hold the same office for more than two consecutive years.

4.3.4. Joint Directorship. Two individuals may be nominated and elected to function as a single director. The pair of directors, as a pair, may not hold the same office for more than two consecutive years.

4.4. Vacancies. Vacancies shall be filled by majority vote of the remaining members of the Board of Directors for the unexpired term. A director elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office and shall serve until his/her successor is elected.

4.5. Removal of Directors. A director may be removed by a vote of the MPTO Membership at any regularly scheduled or special Membership meeting.

4.6. Resignation. Except as otherwise required by law, a director may resign from the Board at any time by giving notice in writing to the Board. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein, no acceptance of such resignation shall be necessary to make it effective.

4.7. Meetings of the Board

4.7.1. Meetings of the Board of Directors, regular or special, may be held at such place and upon such notice as may be prescribed by resolution of the Board of Directors.

4.7.2. The Board shall hold at least six regular meetings a year, but may meet more frequently if circumstances require.

4.7.3. A director's attendance at any meeting shall constitute waiver of notice of such meeting, excepting such attendance at a meeting by the director for the purpose of objecting to the transaction of business because the meeting is not lawfully called or convened.

4.7.4. Absence. Each director is expected to communicate with the President in advance of all Board meetings stating whether or not s/he is able to attend or participate by conference telephone or other agreed-upon means of communication. Any director who is absent from four (4) successive Board meetings shall be deemed to have resigned due to non-participation, and his/her position shall be declared vacant, unless the Board affirmatively votes to retain that director.

4.8. Informal Action by Directors; Meetings by Conference Telephone.

4.8.1. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken by the Board may be taken without a meeting if a majority of the directors consent in writing through fax, mail, or by electronic polling or electronic mail to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the directors shall be filed with the minutes of proceedings of the Board.

4.8.2. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any or all directors may participate in a meeting of the Board or a committee of the Board by means of conference telephone or by any means by which all persons participating in the meeting are able to communicate with one another, and such participation shall constitute presence in person at the meeting.

4.9. Voting. Each Director shall have one vote. All voting at meetings shall be done personally and no proxy shall be allowed.

4.9.1. Quorum of Directors and Action by the Board. A majority of the directors then in office shall constitute a quorum for the transaction of business. If a quorum is present at the commencement of a meeting, a quorum shall be deemed present throughout such proceedings. Joint directors shall count as a single director in a quorum.

4.9.2. Except as otherwise provided by law or by the Articles of Incorporation or these Bylaws, a vote of a majority of the directors present at a meeting at which a quorum is present shall be the vote of the Board.

4.9.3. A pair of joint directors shall cast a single vote. If only one joint director is present at a meeting, his or her vote shall constitute the vote of the pair. In the event two joint directors present for a vote do not agree with each other, the vote of the pair shall be counted as an abstention.

4.10. Compensation. Directors shall not receive any compensation from MPTO for services rendered to it as members of the Board, except that directors may be reimbursed for expenses incurred in the performance of their duties to the Organization, in reasonable amounts based on policies approved by the Board.

5. Committees

5.1. Committees of Directors. The Board of Directors, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees, each consisting of two or more directors, which committees shall have and exercise the authority of the Board in the governance of the Organization. However, no committee shall have the authority to amend or repeal these Bylaws, elect or remove any officer or director, or authorize any change in legal status of the Organization.

5.2. Executive Committee. Between meetings of the Board of Directors, on-going oversight of the affairs of the Corporation may be conducted by an Executive Committee, the Membership of which shall include the officers of the Board.

5.3. Finance/Audit Committee. The Finance/Audit Committee is responsible for ensuring that the Organizationʼs financial statements and procedures are evaluated to determine that adequate fiscal controls and procedures are in place and that the Corporation is in good financial health. The Treasurer of the Board shall always be a member of the Finance/Audit Committee.

5.4. Nominating Committee. The Nominating Committee is responsible for identifying and recruiting candidates to fill vacant Director positions.

5.5. Other Committees. The Board of Directors may create and appoint members to such other committees as they shall deem appropriate. Such committees shall have the power and duties designated by the Board of Directors, and shall give advice and make non-binding recommendations to the Board.

6. Officers

6.1. Officers. The MPTO shall designate four members of the Board of Directors as officers with the following responsibilities.

6.1.1. President. The President shall preside at all Board meetings, and shall have general supervision and direction of the business of MPTO and its officers and agents. He/she shall perform such special duties as may from time to time be delegated to him/her by the Board.

6.1.2. Vice President. The Vice President shall assume the duties of the President in the Presidentʼs absence. The Vice-President shall have such other powers and duties as may be designated by the Board or the President.

6.1.3. Secretary. The Secretary shall be responsible for recording the minutes of all Board meetings, keep record of all meeting agendas and approved minutes, and send out copies of minutes to all Directors. The Secretary shall attend all meetings of the Directors and shall keep true and complete minutes. He/she shall maintain the Board roster and calendar, give notice of all meetings of the Directors and shall be custodian of the corporate records and maintain any other records as may be required by the President or the Board. The Secretary shall carry out such other duties incident to his/her office as the President may request or the Board may assign.

6.1.4. Treasurer. The Treasurer shall keep record of the organizationʼs budget, file all required tax returns with the Internal Revenue Service and the California Franchise Tax Board, and prepare financial reports and projections as needed. The Treasurer shall collect and receive all monies due or belonging to the Organization. He/she shall deposit the same in a bank designated by the Board in the name of MPTO. The Treasurer's accounting books at all times shall be open to inspection by the Board and he/she shall report to them at every regular meeting the condition of the Organizationʼs finances and every item of receipt or payment not before reported. There shall be an audit of the MPTO financial records annually, or more often as directed by the Finance/Audit Committee.

6.1.5. Delegation of Duties. Whenever an officer is absent or whenever for any reason the Board may deem it desirable, the Board may delegate the powers and duties of any officer to any other officer or officers or to any Director or Directors.

7. Miscellaneous

7.1. Dissolution. Upon dissolution of the organization, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the organization, dispose of all of the assets of the organization exclusively for the purposes of the organization in such manner, or to such other organization or organizations organized and operated exclusively for charitable, educational, or scientific purposes as shall at the time qualify as an exempt organization or organizations under 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue law), as the Board of Directors shall determine.

7.2. Amendment of These Bylaws. These Bylaws may be amended by a Board of Directors proposal followed by a Membership vote.

7.2.1. Board of Directors Proposal. The Board may propose amendments to these Bylaws by a two-thirds vote of the Board present at any meeting, provided a quorum is present and a copy of the proposed amendment(s) is provided to each Director at least one week prior to Board meeting.

7.2.2. Membership Vote. To be adopted, the proposed amendment must be agreed to by a majority of Members present at a Membership meeting, provided that notice of the meeting and a copy of the proposed amendment(s) is posted at least one month prior to the said Membership meeting.