Organizational Documents
Effective 29 July 2016, Cascade Community Chest PTSO is registered as a non-profit corporation in the State of Washington. UBI #604020210. You can search for us (and other) nonprofit corporations on the Secretary of State's site: http://www.sos.wa.gov/corps/corps_search.aspx
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BYLAWS OF
CASCADE COMMUNITY
CHEST PTSO
A WASHINGTON
Adopted August 9,
2016
Article 1
Principal Location
1.1 Principal Office. The principal office of the Cascade
Community Chest PTSO, a Washington nonprofit corporation (the “Corporation”)
shall be located at 2919 1st Ave W,
Seattle, Washington, 98119. The Board of Directors (the “Board”) may change the
location of the principal office by resolution and such changes of address
shall not be deemed, nor require, an amendment of these
bylaws.
1.2 Other
Offices. The Corporation may also
have offices at such other places, within or without its state of
incorporation, where it is qualified to do business, and activities may
require, and as the Board of Directors may, from time to time, designate.
Article 2
Non-Profit
Purposes (for Federal tax-exempt status)
2.1. The purposes
for which this Corporation is formed are exclusively charitable and consist of
the following:
(a) To
provide an avenue for individuals, organizations and corporations to directly
support and enhance the vibrant
and innovative learning environment of Cascade Parent Partnership (“the
school”) of Seattle Public Schools.
(b) To
foster a collaborative environment among the school’s parents, guardians,
teachers and students and the community.
(c) To act as a non-profit
organization offering support through grants to other operating charities that
are considered important to the Corporation and its donors, through such
methods as the directors of the Corporation may approve pursuant to the Bylaws
and as such are approved by the Internal Revenue Code and the Regulations
thereunder.
(b) To aid, support, and assist
by gifts, grants, contributions or otherwise, other corporations, community
chests, funds and foundations to the fullest extent permitted by applicable
law, including those organized and operated exclusively for charitable and educational
purposes, within guidelines making such entities qualified under Section
501(c)(3) of the Internal Revenue Code of 1986, no part of the net earnings of
which inures to the benefit of any private shareholder or individual, and no
substantial part of the activities of which is carrying on propaganda, or
otherwise attempting to influence legislation.
Section 1. Qualifications for Membership.
Any parent or legal guardian of a student at the school, and all Cascade Parent
Partnership school employees shall be deemed members of the PTSO unless they
individually choose otherwise.
Section 2. Governance.
Cascade Community Chest PTSO is governed by a Board of Directors (the “Board”).
The Board shall manage the affairs of Cascade Community Chest PTSO and have the
power to transact necessary business between General, Annual and Special
Membership meetings of the members and other such business as may be referred
to it by the Membership. The initial Board directors named in the Articles of
Incorporation shall serve until July 1, 2017. Successor directors shall be
elected each spring at the Annual membership meeting.
Section
3. Voting Rights. Each member entitled to vote with respect to the
subject matter of an issue submitted to the membership shall be entitled to 1
vote upon each such issue. Representatives of formal student body government,
should one exist, are each, likewise, are entitled to 1 vote each with respect
to the subject matter of any issue submitted to the members. Members may submit
their individual vote in writing, via email and other electronic transmission
deemed acceptable as a form of voting, provided that the written proposal voted
upon remains substantially unchanged (as determined by the Officers in
attendance), as stated on the agenda or, in the case of electing a slate of
Directors at the Annual meeting, unchanged from the slate. Such votes in
writing must be submitted to the secretary or his/her designee and must be read
aloud when votes are tallied.
4.1 Number and
Classes of Directors. The number of
directors that shall constitute the whole Board of Directors of the Corporation
(the “Board”) shall be determined by resolution of the Board, but in no case
shall be less than three (3) nor more than six (6). The number of Directors may be changed from
time to time by amendment to these bylaws, provided that no decrease in the
number shall have the effect of shortening of the term of any incumbent
Director.
4.2 Nomination
and Election of Directors.
The Board shall be elected each May at an Annual meeting of the general
membership. A nominating committee
shall select a candidate for each office and present the slate at a meeting
held one month prior to the May election. At that prior meeting, nominations
may also be made from the floor. Voting shall be by voice vote if a slate is
presented. If more than one person is running for an office, a ballot vote
shall be taken. Election is by the affirmative vote of a majority of the
membership to replace that group of Directors whose terms expire each
year.
4.3 Terms of
Office. Directors shall be elected
to one (1) year terms, July 1 to June 30, or until their successors are elected
and qualified. The Board may modify
re-election rules to permit for staggered terms of Board Directors.
4.4 Powers. Subject to the provisions of the laws of the
State of Washington required or permitted to be taken or approved by the
members, if any, of this Corporation, the activities and affairs of this
Corporation shall be conducted and all corporate powers shall be exercised by
or under the direction of the Board. The
Board shall be the final authority on any issue of the Corporation which is
unresolved and which the Board cares to resolve. The Board shall specifically be empowered to
establish guidelines for carrying out the Corporation’s mission to aid and
assist by gifts, grants, contributions or otherwise, other corporations,
community chests, funds, foundations, public schools and public
organizations.
4.5 Duties. It shall be the duty of the Board to:
(a) Perform any and all duties imposed on them
collectively or individually by law, by the Articles of Incorporation, or by
these Bylaws.
(b) Meet at
such times and places as required by these Bylaws.
(c) Register their addresses
with the Secretary of the Corporation, and notices of meetings mailed or
delivered electronically to them as such addresses shall be valid notices
thereof.
(d) The duties and
responsibilities of the individual Directors shall be defined by a majority
vote of the Board.
(e) The Directors may hold
other positions and responsibilities within the Corporation as assigned by a
majority vote of the Board.
4.6 Compensation. No
compensation shall be paid to PTSO Board or to any PTSO member for their
services. No PTSO Officer shall have a pecuniary interest in a contract or transaction
with Cascade Community Chest PTSO unless her/his interest is disclosed to the
entire PTO Board and approved by a simple majority of the PTSO Board.
Notification to general membership will be given through the minutes or other
communication. The Board may receive
reimbursement for expenses incurred on behalf of the Corporation as approved by
the majority of the Board.
4.9 Non-liability of Directors. The Board shall not be personally liable for
the debts, liabilities, or other obligations of the Corporation.
4.10 Indemnification by Corporation of Board. The Board of the Corporation shall be
indemnified by the Corporation to the fullest extent permissible under the laws
of the State of Washington.
4.11 Designation
of Officers. The Officers of Board
of the Corporation shall be a President, one or more Vice Presidents, a
Secretary, and a Treasurer. The
Corporation may also have other Officers with such titles as may be determined
from time to time by the Board. One
person may hold any two or more offices simultaneously except for the offices
of President and Secretary.
4.12 Qualifications. Any member of the PTSO of majority age under
Washington law or older may serve on the Board of this Corporation.
4.13 Removal. Any Officer may be removed, either with or
without cause, by the Board by a
two-thirds vote of those present (assuming a quorum) at a General or Special
meeting where previous notice (at least 10 days) of the meeting has been given.
4.14 Resignation. Any Officer may resign at any time by giving
written notice to the Board. Any such
resignation shall take effect at the date of receipt of such notice or at any
later date specified therein, and unless otherwise specified within, the
acceptance of such resignation shall not be necessary to make it
effective.
4.15 Vacancies. Any vacancy caused by death, resignation,
removal, disqualification, or otherwise, of any Officer shall be filled by
approval of the Board. If the number of
Directors in office is less than a quorum, a vacancy on the Board may be filled
by approval of a majority of the Directors then in office or by a sole
remaining Director.
4.16
Duties of Board Members
a)
President.
The President shall represent the Corporation to the public, and shall
be responsible for all public communications between the public and the
Corporation. The President shall also,
subject to the Board’s control, supervise and operate all of the assets,
business and affairs of the Corporation.
In general, the President shall perform all duties incident to the
office of the President and such other duties as are assigned to him or her by
the Board from time to time.
b)
Duties of Vice President(s). The Vice President(s) shall assist the
President, and be willing to accept the duties and responsibilities of the
office of the President, should the President find him/her self unable or
unwilling to fulfill the duties and responsibilities of the office of the
President, or upon the request of the Board, the Vice President(s) shall have
other powers and perform such other duties as may be prescribed by law, by the
Articles of Incorporation, or by these Bylaws, or as may be prescribed by the
Board.
c) Duties
of Secretary. The Secretary shall
certify and keep at the principal office of the Corporation the original, or a
copy, of these Bylaws, as amended or otherwise altered to date; Keep at the
principal office of the Corporation or at such other place as the Board may
determine, a book of minutes of all meetings of the Directors, and if
applicable, meetings of committees of Directors and of members, recording
therein the time and place of holding, whether regular or special, how called,
how notice thereof was given, the names of those present or represented at the
meeting, and the proceedings thereof.
The Secretary shall also see that all notices are duly given in
accordance with the provision of these Bylaws or as required by law; Be
custodian of the records of the Corporation; Exhibit at all reasonable times to
any Director of the Corporation, or to his or her agent or attorney, on request
therefore, the Bylaws, and the minutes of the proceedings of the Directors of
the Corporation; Record all events and conversations during the “Board
Meetings,” and shall make a copy available to all Members by electronic or
other means; On general, perform all
duties incident to the office of Secretary and such other duties as may be
required by law, by the Articles of Incorporation, of by these Bylaws, or which
may be assigned to him or her from time by the Board.
d) Duties
of Treasurer. The Treasurer shall
have charge and custody of, and be responsible for, all funds, investments and
securities of the Corporation, and deposit all such funds in the name of the
Corporation in such banks, trust companies, or other depositories as shall be
selected by the Board of Directors. In
addition, the Treasurer shall: Receive,
and give receipt for, monies due and payable to the Corporation from any source
whatsoever; Disburse, or cause to be disbursed, the funds of the Corporation as
may be directed by the Board, taking proper vouchers for such disbursements;
Keep and maintain adequate and correct accounts of the Corporation’s properties
and business transactions including accounts of its assets, liabilities, receipts,
disbursements, gains and losses; Exhibit at all reasonable times the books of
account and financial records to any Director of the Corporation, or to his or
her agent or attorney, on request thereof; Render
to the President and Directors, whenever requested, an account of any or all of
his or her transactions as Treasurer and of the financial condition of the
Corporation; Prepare, or cause to be prepared, and certify, or cause to be
certified, the financial statements to be included in any required reports; In
general, perform all duties incident to the office of Treasurer and such other
duties as may be required by law, by the Articles of Incorporation, or by these
Bylaws, or which may be assigned to him or her from time to time by the Board.
Any requests for payments or monies to be paid out of the
Corporation shall be necessarily granted by a majority vote of the Board before
payment is made. The Board may establish exceptions to this rule, such as
regular utility payments, established compensation payments, etc. or monies of
a negligible amount, at any time by a majority vote of the Board.
5.1 General
meetings. General meetings of
the organization shall be held at least once a calendar month a minimum of six
times during the school year, at a time and place on the Cascade campus to be
determined by the Board. All PTSO meetings, with the exception of Executive
Sessions, are open for all members to attend.
5.2 Special
meetings. Special meetings may be called by the Board and/or not less than 8
non-board members for any purpose.
5.3 Board
meetings. A Board Meeting may be
held with the purpose of approving the budget or any other business that the
Board deems appropriate.
5.4 Annual
Meeting. An annual meeting shall be held during the month of May, or at
such other time as designated by the Board, for the purpose of holding
elections and conducting any other business deemed necessary by the board.
5.5 Notice
of Meetings. The Board shall provide notice to the membership of all General,
Annual and Special meetings, by multiple means, and whatever means are commonly
in use at the time (with means to possibly include, but not be limited to, a
post on the community bulletin board at school, the PTSO Website, email, and social
media). Said meeting notice(s) must state the place, date and time of the
meeting and, in the case of a special meeting, the purpose(s) for which the
meeting is called. In the case of any meeting, notice must be provided not less
than 7 days prior. In the case of a special meeting, if the Board neglects or
refuses to issue a notice, the person(s) making the request may do so and may
fix the date, time and place for such meeting, and must provide notice not less
than 7 days prior to said special meeting.
5.6 Place
of Meetings. Meetings of the general membership, particularly those
requiring a vote, shall be held at the principal office of the corporation, the
campus of Cascade Parent Partnership Program. Other meetings may be held at a
time and place to be determined by the board at least 72 hours before the
meeting.
5.7 Agenda: Any PTSO member may
propose an item for the next meeting’s agenda provided the item is given in
writing to the Board Secretary at least seven days prior to the scheduled
meeting. The Board shall publish an agenda, by whatever means are commonly in
use at the time, at least 72 hours before the meeting.
5.8 Meetings
by Telephone. The membership may participate in a meeting of the membership
by means of a conference call or similar communications equipment in which all
participants can hear each other at the same time. Participation by such means
shall constitute presence in person at a meeting and shall count toward
reaching a quorum.
5.9 Executive Session. The Board is
eligible to meet in executive session at a regular meeting, defined as when the
Board is considering confidential or sensitive matters such as those relating
to contracting for services or the need to protect rights to privacy, or such
other matters as may arise. The Board may invite individuals whom are deemed
necessary for consultation. At the conclusion of the Executive session, all
decisions made therein shall be announced and entered into the minutes.
5.10 Quorum.
A quorum is required for all decisions of Cascade Community Chest PTSO. Quorum is defined as 9 members (including Board
members) entitled to vote at a General, Annual or Special meeting. If a quorum is not present at said meetings, a
majority of the membership so represented may adjourn the meeting without
further notice. At PTSO Board or Executive
meetings, a simple majority of the PTSO Board of Officers shall constitute a
quorum for the transaction of business. Except as otherwise provided
under the Articles of Incorporation, the Bylaws, or provisions of law, no
business shall be considered by the Board at any meeting which the required
quorum is not present, and the only motion which the Chairperson shall
entertain at such meeting is a motion to adjourn.
5.11 Manner of Acting. The normal and
preferred basis for decision-making at Board, General, Annual and Special
meetings shall be to reach consensus. Consensus shall mean unanimous consent or
lack of blocking objections. Consensus is defined as a facilitated process in
which three attempts to reach consensus are made in order to assure that
members wishing to speak can be heard. If the majority of the Board concludes
that consensus is not likely to be reached and the matter requires action, the
Board shall call for a vote. A simple majority vote of the membership, with
said votes submitted either in person or in writing or by other means as noted
in Article 3, Section 3, shall be necessary for the adoption of any matter
voted upon, unless the vote of a greater number is required by these Bylaws,
the Articles of Incorporation or applicable Washington law. If the proposal
before voters has changed substantially as compared to its appearance on the
published agenda, the Board, by majority vote, can determine voting should be tabled
until a subsequent or special meeting.
5.12 Conduct of
Meetings. Meetings of the Board of Directors shall be
presided over by the President of the Board, or, if no such person has been so
designated, or in his or her absence, by a Vice President of the Board, or, in
the absence of each of these persons, by a Chairperson chosen by a majority of
the Board members present at the meeting.
The Secretary of the Corporation shall act as a secretary of all
meetings of the Board, provided that, in his or her absence, the presiding
Officer shall appoint another person to act as Secretary of the meeting.
5. 13 Rules
of Procedure - Robert’s Rules of
Order shall govern meetings when they are not in conflict with the
organization’s bylaws, the Articles of Incorporation, or any resolution of the
Board.
5.14 Waiver of Notice.
Whenever any notice of a meeting is required to be given to any Director
of this Corporation under provisions of the Article of Incorporation, these
Bylaws, or the law of this state, a waiver of notice in writing signed by the
Director, whether before or after the time of the meeting, shall be equivalent
to the giving of such notice. The
attendance of a Director at a 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.
Article 6
Committees
6.1 Committees. The Corporation may from time to time
designate and appoint one or more standing or temporary committees. These
committees may consist of persons who are not also members of the Board and
shall act in an advisory capacity to the Board. The Board shall review and oversee the responsibilities for each such
committee, and shall review those responsibilities at least once per quarter.
6.2 Meetings
and Action of Committees. Meetings
and action of committees shall be governed by, noticed, held and taken in accordance
with the provisions of these Bylaws concerning meetings of the Board, with such
changes in the context of such Bylaw provision as are necessary to substitute
the committee and its members for the Board and its members, except that the
time for regular and special meetings of the committees may be fixed by
resolution of the Board or by the committee.
The Board may also adopt rules and regulations pertaining to the conduct
of meetings of committees to the extent that such rules and regulations are not
inconsistent with the provisions of these Bylaws.
Article 7
Finances
7.1 Budget. The Board shall approve all expenses of the organization. With
the exception of the inaugural Board’s projected budget, a tentative budget
shall be drafted in May for the following school year and approved by a
majority vote of the members present. Upon assuming office, the Board shall be
empowered to honor expenditures that have been provided for in the approved
budget, or that have been previously been approved by the Board of Cascade
Community Chest PTSO.
7.2 Checks and Notes. Except as otherwise specifically determined
by resolution of the Board, or as otherwise required by law, checks, drafts,
promissory notes, orders for the payment of money, and other evidence of
indebtedness of the Corporation shall be co-signed by the Treasurer and another
Board member. Electronic payments shall
be witnessed by the Treasurer and another Board member, and a written record
kept of each transaction and its witnesses.
7.3 Reports and Filings. The treasurer
shall prepare a financial statement at the end of the year, to be reviewed and internally
audited. The treasurer shall prepare quarterly and/or annual tax returns as
required by state and federal governments. The Board is responsible for
reviewing said documents prior to their filing.
7.4 Dissolution. Upon the dissolution
of the organization, any remaining funds should be used to pay any outstanding
obligations and, with the membership’s approval, spent for the benefit of
Cascade Parent Partnership Program (“the school”). If the school does not
remain in operation at the time of dissolution, the assets of the Cascade
Community Chest PTSO shall be distributed to an organization or organizations
that support the functions and purposes of Cascade Community Chest PTSO. In
this event, the members shall adopt a plan of distribution of the assets of the
Cascade Community Chest PTSO, which must be approved by at least
two-thirds (2/3) of the members present at a meeting
called for the purpose, a quorum being present. The plan of distribution shall
be subject to the provisions of RCW 24.03.225 of the State of Washington.
7.5 Term. The fiscal year shall be July1-June 30.
7.6 Deposits. All funds of the Corporation shall be deposited
from time to time to the credit of the Corporation in such banks, trust
companies, or other depositories as the Board may select.
7.7 Gifts. The Board may accept on behalf of the
Corporation any contribution, gift, bequest, or device for the non-profit
purposes of this Corporation, and may establish guidelines for accepting gifts
that are consistent with the overall mission and purpose of this
Corporation.
7.8 Fiduciary Responsibility. The
entire Board is responsible for the financial performance and fiscal integrity
of the organization.
Article 8
Corporate Records, Reports, and Seal
8.1 Maintenance
of Corporate Records. The
Corporation shall keep at its principal office:
(a) Minutes of all Board,
Annual, Special and General membership meetings, indicating the time and place
of holding such meetings, whether regular or special, how called, the notice
given, and the names of those present and the proceedings thereof;
(b) Adequate and correct books
and records of account, including accounts of its properties and business
transactions and accounts of its assets, liabilities, receipts, disbursements,
gains and losses;
(c) A record of its members, if
any, indicating their names and addresses and, if applicable, the class of
membership held by each member and the termination date of any membership;
(d) A copy of the Corporation’s
Articles of Incorporation and Bylaws as amended to date, which shall be open to
inspection by the members, if any, of the Corporation at all reasonable times
during office hours.
8.2 Corporate
Seal. The Corporation shall not use
a corporate seal.
8.3 Director’s
Inspection Rights. Every Board
member shall have the absolute right at any reasonable time to inspect and copy
all the books, records, and documents of every kind and to inspect the physical
properties of the Corporation and shall have such other rights to inspect the
books, records, and properties of this Corporation as may be required under the
Articles of Incorporation, other provisions of the Bylaws, and provisions of
law.
8.4 Right to
Copy and Make Extracts. Any
inspection under the provisions of this Article may be made in person or by
agent or attorney and the right to inspection shall include the right to copy
and make extracts.
8.5 Periodic
Report. The Board shall cause any
annual or periodic report under law to be prepared and delivered to an office
of this state or to the members, if any, of this Corporation, to be so prepared
and delivered within the time limits set by law.
8.6 IRC 501
(c) (3) Tax Exemption Provisions.
The Corporation shall apply for status as an Internal Revenue Code
501(c)(3) organization pursuant to its purposes described herein and in the
Articles of Incorporation, and in the event such status is obtained, shall be
operated at all times in such a manner that is consistent with its status as an
Internal Revenue Code 501(c)(3) organization, including but not limited to such
actions as filing annual reports as required, and not engaging in activities
such as self-dealing, political campaigning or operation of an unrelated trade
or business that may subject the Corporation to lose its status as a 501(c)(3)
organization. No earnings of the
Corporation shall inure to the benefit of a private individual.
Article 9
Amendment of Bylaws
Except as may otherwise be specified under provisions of
law, these Bylaws may be altered, amended, or repealed and new Bylaws adopted
by approval of two thirds (2/3) of the entire Board of Directors.
Article 10
Construction and Terms
If there is any conflict between the provisions of these
Bylaws and the Articles of Incorporation of this Corporation, the provisions of
the Articles of Incorporation shall govern.
Should any of the provisions or portions of these Bylaws be
held unenforceable or invalid for any reason, the remaining provisions and
portions of the Bylaws shall be unaffected by such holding.
All references in these Bylaws to the Articles of
Incorporation shall be to the Articles of Incorporation, Certificate of
Incorporation, or other founding document of this Corporation filed with an
office of this state and used to establish the legal existence of this
Corporation.
All references in these Bylaws to a section or sections of
the Internal Revenue Code shall be to such sections of the Internal Revenue
Code of 1986 as amended from time to time, or to corresponding provisions of
any future federal tax code.
The foregoing Bylaws were adopted by Board of Directors
resolution on August 9, 2016.
CASCADE COMMUNITY CHEST PTSO
Dawn Padfied
____________________________________
By: Cascade Community
Chest PTSO Secretary
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ARTICLES OF
INCORPORATION
of
CASCADE COMMUNITY
CHEST PTSO
(Adopted 9 August 2016)
TO: WASHINGTON STATE CORPORATION COMMISSION
The undersigned natural person of the age of twenty-one
years or more, acting as incorporator, adopts the following Articles of
Incorporation pursuant to the Washington Nonprofit Corporation Act (RCW 24.03):
Article
I: Name
The name of the Corporation is Cascade Community Chest
PTSO
Article
II: Duration
The Corporation shall have perpetual existence.
Article
III: Purposes and Powers
The Corporation is organized and will be operated
exclusively for charitable and educational purposes within the meaning of 501(c)(3)
of the Internal Revenue Code. (All references to sections in these Articles
refer to the Internal Revenue Code of 1986 as amended or to comparable sections
of subsequent internal revenue laws.) Specifically, the Corporation is
organized to provide
an avenue for individuals and organizations to directly support the vibrant and
innovative learning environment at Cascade Parent Partnership of Seattle Public
Schools. The Cascade Community Chest PTSO will foster a collaborative
environment among parents, teachers, students, and the community. In
pursuance of these purposes it shall have the powers to carry on any business
or other activity which may be lawfully conducted by a corporation organized
under Washington's Nonprofit Corporations Act (RCW 24.03), whether or not
related to the foregoing purposes, and to do all things necessary, proper and
consistent with maintaining tax exempt status under section 501(c)(3).
Article
IV: Limitations
All of the purposes and powers of the
Corporation shall be exercised exclusively for charitable, scientific, and
educational purposes in such manner that the Corporation shall qualify as an
exempt organization under Section 501(c)(3) of the Internal Revenue Code of
1986, as amended (the “Code”) or any successor provision, and that
contributions to the Corporation shall be deductible under Section 170(c)(2) of
the Code or any successor provision.
No substantial part of the activities of the
Corporation shall be the carrying on of propaganda, or otherwise attempting to
influence legislation, except as otherwise permitted to an organization
described in Section 501(c)(3) of the Code or any successor provision. The Corporation shall not participate in, or
intervene in [including the publishing or distribution of statements] any
political campaign on behalf of (or in opposition to) any candidate for public
office.
Notwithstanding any other provisions of these
Articles, the Corporation shall not carry on any activities not permitted to be
carried on (a) by a corporation exempt from federal and state income taxes
under Section 501(c)(3) of the Code or any successor provision, or (b) by a
corporation, contributions to which are deductible under Section 170(c)(2) of
the Code or any successor provision.
No part of the net earnings of the Corporation
shall inure to the benefit of, or be distributable, to its members (if any),
directors, officers, or other private persons, except that the Corporation is
authorized or empowered to pay reasonable compensation for services rendered
and to make payments and distributions in furtherance of its purposes.
Article
V: Members
The Corporation may have one or more classes of members,
the qualifications and rights, including voting rights, of which shall be
designated in the bylaws.
Article
VI: Registered Agent and Office
The address of the initial registered office of the
Corporation shall be 2919 1st Ave W, Seattle, Washington,
98119, which is physically located in the county of King. The name of the
initial registered agent is Kristine Kisky, who is a resident of the state of
Washington and principal of Cascade Parent Partnership Program. The initial
registered agent’s office is 2919 1st Ave W, Seattle, Washington,
98119, which is physically located in the county of King.
Article
VII: Directors
The number of directors constituting the initial Board of
Directors is five, and the names and addresses, including street number, of the
persons who are to serve as the initial directors until the first annual
meeting, or until their successors are elected and qualified (as outlined in bylaws), are:
Kristine
A. Kisky, President
Seattle,
WA 98199
Ana Le’Thach,
Vice President
Seattle,
WA 98119
Demetria
Sprinkling, Vice President
Seattle, WA 98121
Bernadette
Pauls, Treasurer
Seattle,
WA 98103
Dawn
Padfield, Secretary
Seattle,
WA 98199
The members of the Board of Directors shall be those
individuals elected, from time to time, in accordance with the bylaws of the
corporation
Article
VIII: Director Liability Limitations
A director shall have
no liability to the Corporation for monetary damages for conduct as a director,
except for acts or omissions that involve intentional misconduct by the
director, or a knowing violation of law by a director, where the director votes
or assents to a distribution which is unlawful or violates the requirements of
these articles of incorporation, or for any transaction from which the director
will personally receive a benefit in money, property, or services to which the
director is not legally entitled. If the
Washington Nonprofit Corporation Act is hereafter amended to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director shall be eliminated or limited to
the full extent permitted by the Washington Nonprofit Corporation Act, as so
amended. Any repeal or modification of
this Article shall not adversely affect any right or protection of a director
of the Corporation existing at the time of such repeal or modification for or
with respect to an act or omission of such director occurring prior to such
repeal or modification.
No officer or director
of this Corporation shall be personally liable for the debts or obligations of
Cascade Community Chest PTSO of any nature whatsoever, nor shall any of the
property or assets of the officers or directors be subject ot the payment of
debts or obligations of this corporation. (from Form1023.org).
Article
IX: Indemnifications
Section 1. Right to
Indemnification. Each person who was, or is threatened to be
made a party to or is otherwise involved (including, without limitation, as a
witness) in any actual or threatened action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he or she
is or was a director or officer of the Corporation or, while a director or
officer, he or she is or was serving at the request of the Corporation as a
director, trustee, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged action
in an official capacity as a director, trustee, officer, employee or agent or
in any other capacity while serving as a director, trustee, officer, employee
or agent, shall be indemnified and held harmless by the Corporation, to the
full extent permitted by applicable law as then in effect, against all expense,
liability and loss (including attorney’s fees, judgments, fines, ERISA excise
taxes or penalties and amounts to be paid in settlement) actually and
reasonably incurred or suffered by such person in connection therewith, and
such indemnification shall continue as to a person who has ceased to be a
director, trustee, officer, employee or agent and shall inure to the benefit of
his or her heirs, executors and administrators; provided, however, that except
as provided in Section 2 of this Article with respect to proceedings seeking
solely to enforce rights to indemnification, the Corporation shall indemnify
any such person seeking indemnification in connection with a proceeding (or
part thereof) initiated by such person only if such proceeding (or part
thereof) was authorized by the board of directors of the Corporation. The right to indemnification conferred in
this Section 1 shall be a contract right and shall include the right to be paid
by the Corporation the expenses incurred in defending any such proceeding in
advance of its final disposition; provided, however, that the payment of such
expenses in advance of the final disposition of a proceeding shall be made only
upon delivery to the Corporation of an undertaking, by or on behalf of such
director or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified
under this Section 1 or otherwise.
Section
2. Right of Claimant to Bring Suit. If a claim for which indemnification is
required under Section 1 of this Article is not paid in full by the Corporation
within sixty (60) days after a written claim has been received by the
Corporation, except in the case of a claim for expenses incurred in defending a
proceeding in advance of its final disposition, in which case the applicable
period shall be twenty (20) days, the claimant may at any time thereafter bring
suit against the Corporation to recover the unpaid amount of the claim and, to
the extent successful in whole or in part, the claimant shall be entitled to be
paid also the expense of prosecuting such claim. The claimant shall be presumed to be entitled
to indemnification under this Article upon submission of a written claim (and,
in an action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition, where the required undertaking
has been tendered to the Corporation), and thereafter the Corporation shall
have the burden of proof to overcome the presumption that the claimant is not
so entitled. Neither the failure of the
Corporation (including its board of directors, independent legal counsel or its
members, if any) to have made a determination prior to the commencement of such
action that indemnification of or reimbursement or advancement of expenses of
the claimant is proper in the circumstances nor an actual determination by the
Corporation (including its board of directors, independent legal counsel or its
members, if any) that the claimant is not entitled to indemnification or to the
reimbursement or advancement of expenses shall be a defense to the action or
create a presumption that the claimant is not so entitled.
Section
3. Nonexclusivity of Rights. The right to indemnification and the payment
of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Article shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, provision of
the Articles of Incorporation, Bylaws, agreement, vote of members, if any, or
disinterested directors or otherwise.
Section
4. Insurance, Contracts and Funding. The Corporation may maintain insurance at its
expense to protect itself and any director, trustee, officer, employee or agent
of the Corporation or another corporation, partnership, joint venture, trust or
other enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such persons against such
expense, liability or loss under the Washington Business Corporation Act, as
applied to nonprofit corporations. The
Corporation may, without further membership action, enter into contracts with
any director or officer of the Corporation in furtherance of the provisions of
this Article and may create a trust fund, grant a security interest or use
other means (including, without limitation, a letter of credit) to ensure the
payment of such amounts as may be necessary to effect indemnification as
provided in this Article.
Section
5. Indemnification of Employees and
Agents of the Corporation. The
Corporation may, by action of its Board of Directors from time to time, provide
indemnification and pay expenses in advance of the final disposition of a
proceeding to employees and agents of the Corporation with the same scope and effect
as the provisions of this Article with respect to the indemnification and
advancement of expenses of directors and officers of the Corporation or
pursuant to rights granted pursuant to, or provided by, the Washington Business
Corporation Act, as applied to nonprofit corporations, or otherwise.
Article X: Bylaws
Bylaws
of the Corporation may be adopted by the Board of Directors at any regular
meeting or any special meeting called for that purpose, so long as they are not
inconsistent with the provisions of these Articles. The authority to make,
alter, amend or repeal bylaws is vested in the Board of Directors and may be
exercised at any regular or special meeting of the board of directors.
Article
XI Amendments
Any
Amendment to the Articles of Incorporation may be adopted by approval of
two-thirds (2/3) of the Board of Directors.
Article
XII: Dissolution
The internal affairs of the Corporation shall be
regulated by its Board of Directors as described in the Bylaws. Upon the
dissolution of the organization, any remaining funds should be used to pay any
outstanding obligations and, with the membership’s approval, spent for the
benefit of Cascade Parent Partnership Program (“the school”). If the school
does not remain in operation at the time of dissolution, the assets of the
Cascade Community Chest PTSO shall be distributed to an organization or
organizations organized and operated exclusively for charitable purposes that
shall, at the time, qualify as exempt organizations under section 501(c)(3). In
this event, the members shall adopt a plan of distribution of the assets of the
Cascade Community Chest PTSO, which must be approved by at least
two-thirds (2/3) of the members present at a meeting
called for the purpose, a quorum being present. The plan of distribution shall
be subject to the provisions of RCW 24.03.225 of the State of Washington
Article
XIII : Incorporator
The name and address of the incorporator is: Kristine A.
Kisky, 2846 23rd Ave W, Seattle, WA
98199, (206) 683-8745
IN WITNESS THEREOF, I the
undersigned has signed these Articles of Incorporation this 29 day of July, 2016.
________________________________
By: Kristine A. Kisky, Incorporator
-----------------------------------------------------------------------------------------------------------------------
Cascade Community Chest PTSO
CONFLICT OF INTEREST POLICY
ARTICLE 1. PURPOSE
The purpose of
the conflict of interest policy is to protect the interests of Cascade
Community Chest PTSO when it is contemplating entering into a transaction or
arrangement that might benefit the private interest of an officer or director
of Name 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.
ARTICLE 2. DEFINITIONS
1. 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.
A person has a
financial interest if the person has, directly or indirectly, through business,
investment, or family:
a. An
ownership or investment interest in any entity with which Cascade Community
Chest PTSO has a transaction or arrangement,
b. A
compensation arrangement with Cascade Community Chest PTSO or with any entity
or individual with which Cascade Community Chest PTSO has a transaction or
arrangement, or
c. A potential ownership or investment interest
in, or compensation arrangement with, any entity or individual with which Cascade
Community Chest PTSO 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 Article III, Section 2, 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.
ARTICLE 3 PROCEDURES
1. 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 considering the proposed transaction or
arrangement.
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 if a conflict of interest exists.
a. 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.
b. 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.
c. After
exercising due diligence, the governing board or committee shall determine
whether Cascade Community Chest PTSO 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.
d. The
governing board or committee shall determine by a majority vote of the
disinterested directors whether the transaction or arrangement is in Cascade
Community Chest PTSO’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.
a. If the
governing board or committee has reasonable cause to believe a member has
failed to disclose actual or possible conflict 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.
b. If,
after hearing the member’s response and after making further investigation as
warranted by the circumstances, the governing board or committee determines the
member has failed to disclose an actual or possible conflict of interest, it
shall take appropriate disciplinary and corrective action.
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.
ARTICLE 5. COMPENSATION
a. A
voting member of the governing board who receives compensation, directly or
indirectly, from Cascade Community Chest PTSO 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 Cascade Community
Chest PTSO 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 Cascade Community Chest PTSO either individually or
collectively, is prohibited from providing information to any committee
regarding compensation.
ARTICLE 6. PERIODIC STATEMENTS
Each director and
officer shall periodically sign a statement that affirms such person:
a. Has
received a copy of the conflict of interest policy,
b. Has
read and understands the policy,
c. Has
agreed to comply with the policy, and
d. Understands
that Cascade Community Chest PTSO is a charitable organization and in order to
maintain its federal tax exemption it must engage primarily in activities which
accomplish one or more of its tax-exempt purposes.
Cascade Community Chest PTSO
CONFLICT OF INTEREST POLICY CERTIFICATION
The undersigned hereby acknowledges that the undersigned:
(a)
Has received a copy of
the conflict of interest policy,
(b)
Has read and understands
the conflict of interest policy,
(c)
Has agreed to comply with
the conflict of interest policy, and
(d)
Understands that in order
for Cascade Community Chest PTSO to maintain its
federal tax exemption as a charitable organization, it must engage primarily in
activities that accomplish one or more of its tax-exempt purposes.
Please check one of the following boxes:
□ I have no conflicts or potential
conflicts to disclose.
□ I have the following
conflicts or potential conflicts to disclose (please describe):
Dated:
____________________________
|
Print Name: Title:
_____________________
Signature:
______________________________
Policy was signed by all initial board members on 9 August 2016
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Organizational Meeting Minutes –
Cascade Community Chest PTSO
Washington Nonprofit UBI # 604-020-210
8/9/2016
Members Present: Kristine Kisky, Ana Le'Thach, Dee Sprinkling, Dawn
Padfield, Bernadette Pauls
Members Absent: n/a
All board
members waived the three days notice to the initial directors named in the
Articles of Incorporation for organizational meeting.
All
members consented to meet at 1:30 p.m. on the campus of Cascade Parent
Partnership Program, 2919 1st Ave W, Seattle, Washington, 98119, Seattle, WA,
on Tuesday, Aug. 9, 2016.
1. Adoption of bylaws – all members approved and adopted bylaws that were reviewed
on or before July 28, 2016
2. Election of officers (Per the Washington Nonprofit Handbook, “The officer
positions established in the corporation’s bylaws should then be filled in the
manner provided in the bylaws. Pursuant to Washington law, the officers of a
nonprofit corporation consist of a president, one or more vice-presidents, a
secretary and a treasurer.”)
Initial
officers elected are:
President: Kristine Kisky
Vice Presidents: Ana Le’Thach, Dee Sprinkling
Secretary: Dawn Padfield
Treasurer: Bernadette Pauls
3. Adoption a Conflict of Interest Policy – all officers reviewed and signed
a conflict of interest policy specific to Cascade Community Chest PTSO.
Secretary will keep these on file.
4. Fiscal year approved - July 1-June 30
5. Treasurer's Report
Members approved using Seattle
Metropolitan Credit Union for PTSO transactions.
Cash donation was received ($30)
from Stacy McClincy for incorporation fees.
6. Approval of application for 501(c)(3) status
approved by members. Kristine will
use this to apply for Federal Tax ID and then the 1023EZ application.
$50 was spent for filing as a
nonprofit with the Washington Secretary of State.
$275 will be spent for filing
with the federal government (1023EZ)
Kristine will pay these costs up
front and the PTSO will reimburse her $325.
7. Ratifying Organizers’ Actions & Approve Reimbursement
of Expenses.
(Adopt a resolution ratifying all of the organizers’ and/or incorporators’
actions taken on behalf of the corporation prior to the date of incorporation
and approve reimbursement of expenses, if any, upon review of the documentation
of the expenses.) APPROVED
8. Future Actions
- Kristine will put approved
bylaws on the blog.
- Ana will complete State
Charities Commission form. (Kristine will send this to her.)
-The PTSO will have a presence at
the Welcome Back Ice Cream Social.
●
We
will have a sign-up sheet for those interested in participating in the PTSO.
●
Brainstorming
of a possible activity/craft/handout for the event. Nothing was decided but
members are encouraged to keep thinking of ideas.
9. Next Meeting - September
15 at 11:00am in the Commons at Cascade