SECO Bylaws - Updated March 19, 2018

Article 1 - NAME

The name of this organization shall be the Sato Elementary Community Organization Inc., also known as SECO.

Article 2 - OBJECTIVES

A. The objectives of SECO shall be to promote the complete well-being of the students of Sato Elementary School (“SES”) and enhance their learning experience by;

B. Fostering Community among parents, teachers, staff and students to enable a healthy and constructive learning environment for each student;

C. Building open communication between parents, teachers, staff and students;

D. Aiding SES in funding for projects beyond the regular school budget;

E. Encouraging and facilitating parental Involvement

F. Supporting all SES staff in and out of classrooms to implement school and class goals.

Article 3 - POLICIES

The policies of SECO shall include but are not limited to:

A. SECO shall be noncommercial, nonsectarian, and nonpartisan.

B. The business of SECO shall be education, enrichment, fundraising, and social and community activities.

C. SECO shall not seek either to direct the administrative activities of SES or control its policies.

D. Neither the name of SECO nor the name of any of its members or officers in their official capacity shall be used in connection with any commercial concern, with any partisan interest, or for any purpose other than the business of SECO.

E. SECO nor its members in their official capacity shall participate in or intervene in any political campaign, on the behalf of or in opposition to any candidate for public office, or attempt to influence legislation.

F. No member of SECO shall receive financial remuneration or in-kind contributions in exchange for his or her role in facilitating the business of SECO.

G. SECO may not make a loan, guarantee an obligation or modify a pre-existing loan or guarantee to or for any SECO member.

H. SECO’s membership list shall not be used for any purpose except the business of SECO.

Article 4 - MEMBERSHIP

A. All parents and legal guardians of students of the School and teachers and staff of the School who are in good standing are and shall be members of SECO (individually, a "member" and collectively, the "members").

B. A member in good standing is one interested in the objectives of SECO, willing to uphold its policies and subscribe to its bylaws.

Article 5 - OFFICERS, DIRECTORS, LIAISONS, and ELECTIONS

Section 1. Officers and Terms of Office

A. All officers, directors, and liaisons must be members in good standing of SECO and have cleared the Beaverton School District volunteer application process at myvolunteerpage.com.

B. The officers of SECO, each of whom shall also be a director of SECO, shall consist of President, Vice President of Fundraising, Vice President of Community Events, Secretary, Treasurer, Volunteer Coordinator and Member at Large. No person shall hold more than one office at a time, and no more than two persons shall share a position.

C. The officers shall be elected at the annual election meeting of the members in May of each year and shall serve a term of one year from July 1 through June 30. Newly elected officers will assume their official duties at the last PTO meeting of the school year after the outgoing officers have completed their business and turned the meeting over to the newly elected officers.

D. No person shall hold the same elected position for more than two consecutive one-year terms.

E. Despite the expiration of a director’s term, the director continues to serve until the director’s successor is elected, designated or appointed and qualifies, or until the Board position is eliminated.

F. A director may resign at any time by delivering written notice to the Board of Directors, its presiding officer or to the President or Secretary. A resignation is effective immediately unless otherwise designated in the notice.

G. The members may remove one or more directors elected by them only for cause.

H. A director may be removed by a 2/3rds majority vote of members in attendance at a community meeting.

I. The meeting notice must state specifically that the purpose of the meeting, or one of the purposes of the meeting, is removal of the director.

J. If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors, a majority vote of the Board of Directors may fill the vacancy. That vacancy shall be filled for the remainder of the unexpired term. A vacancy does not need to be filled as long as there are five (5) directors active.

Section 2. Nominations and Elections

A. A nominating committee shall make nominations for officers. The chair of the nominating committee shall be a SECO officer not seeking reelection. The nominating committee shall consist of at least three but no more than five members. No more than two such persons being directors seeking re-election. The President shall appoint the members of the nominating committee no later than April 1 of each year. Remove

B. If additional candidates are nominated by the members, an election by secret written ballot shall take place for any office for which there are two or more candidates. For those offices for which there is one candidate, the election may be made by voice vote at the annual election meeting.

C. A majority vote of the Board shall be sufficient to fill a vacancy occurring in an office. The person elected by the Board shall hold such position for the remainder of the term. In case of vacancy in the office of President, another existing Director, chosen by the majority of the remaining Directors, shall fill out the remainder of the term of office of the President. The newly elected President's former office will then be filled by a person not currently an officer or director elected as provided above in Article 5, Section 2, Paragraph C.B

Section 3. Liaisons

A. The Teacher Representative, as selected by the staff of the School, shall act as a liaison between SECO and the School staff and shall be responsible for communicating staff needs and requests to SECO members. This position may be shared at the discretion of the School staff. The Teacher Representative shall attend SECO meetings.

Article 6 - BOARD OF DIRECTORS

A. The Board shall consist of eight directors. The Board shall consist of the President, Vice President of Fundraising, Vice President of Community Events, Communications, Secretary, Treasurer, Volunteer Coordinator(s) and Member at Large.

B. The duties of the Board shall be to:

1. Transact the necessary business in the intervals between SECO meetings;

2. Create new standing committees or special committees;

3. Review annual budgets prepared by the Treasurer before approval; and

4. Perform any other activities reasonably required for SECO to accomplish its purposes as set forth in its Articles of Incorporation and these Bylaws.

Article 7 - DUTIES OF OFFICERS

A. The President shall preside at all meetings of the members of SECO and the Board. The President shall be an ex officio member of all committees except the nominating

B. committee, and shall appoint the nominating committee as provided above. The President shall be the official representative of SECO, and shall act on behalf of SECO in connection with the Administration of the School. The President shall also coordinate the work of the officers and committees and shall perform other duties as may be necessary and proper for the operation and well being of SECO and the School. The President shall receive the monthly bank statements from the bank. After reviewing the statements for appropriateness of transactions, the President will forward a copy of the statement to the Treasurer.

C. The Vice President of Fundraising shall assist the President and shall also oversee, jointly with the other Board Members, all fundraising efforts by SECO. The Vice President of Fundraising shall delegate the actual fundraising efforts to appropriate committees. The Vice President of Fundraising shall be an ex officio member of all fundraising committees. The Vice President of Fundraising shall also perform other duties as may be delegated by the Board. The Vice President of Fundraising shall also preside over the Audit Committee.

D. The Secretary shall keep an accurate record of all business transacted at each SECO meeting and shall be responsible for all SECO correspondence and acknowledgments. The Secretary shall also be responsible for transcribing the minutes of SECO meetings and will distribute a draft of the minutes within one week to Board members all persons in attendance of the meeting to request revisions and corrections. The Secretary will distribute the final copy of the meeting minutes to SECO Board Members and to all persons requesting revisions or corrections one week after the request for revisions and corrections is made. The Secretary will request approval of the final copy of the minutes from the SECO Board Members and all persons requesting revisions or corrections prior to the next meeting so that the Secretary can post them in a timely manner. The Secretary shall coordinate with various SECO committee heads for those committees to write acknowledgments and expressions of appreciation. The Secretary shall maintain for reference at each meeting a copy of these Bylaws, the minutes from previous meeting of the Board and the meeting of the members of minutes of the previous SECO Community Meeting and the list of all standing committees and their responsibilities. The Secretary shall maintain the SECO website content and publish the SECO newsletter. The Secretary shall also perform such other duties as may be delegated by the Board.

E. The Vice President(s) of Community Events shall assist the President and shall perform the duties of the President in the absence or inability of that officer to act on behalf of the PTO. The Vice President of Community Events shall also oversee, jointly with other members of the Board, all student/academic enrichment efforts by SECO. The Vice President of Community Events shall May delegate the actual student/academic enrichment and community events efforts to appropriate committees. The Vice President of Community Events shall be an ex officio member of all student/academic enrichment

and community events committees. The Vice President of Community Events shall also perform other duties as may be delegated by the Board.

F. The Communications Board Member will create graphics for printing, social media and parentsquare communications, events and fundraising as requested. They shall maintain the SECO website content or delegate to volunteers maintenance of website.

G. The Treasurer(s) shall receive all monies of SECO, keep an accurate record of the receipts and expenditures, and pay out funds in accordance with the approved budget as authorized by SECO. The Treasurer shall present a current and accurate financial statement at every SECO meeting of the members. The Treasurer shall be responsible for ensuring the filing of annual reports to the Internal Revenue Service and other governmental bodies as required by law. The Treasurer shall accurately account for all monies received and spent. The Treasurer shall meet once a month with the VP of Fundraising to review all of the credits and debits to the SECO account. If they are unable to coordinate a time to meet in person, another officer can be delegated to meet with the treasurer and report back to Fundraising.

H. The Co-Volunteer Coordinators shall serve as liaisons between SECO, School staff, School volunteers, and the community, in order to maintain a well-coordinated School volunteer program in addition to a well-functioning SECO and volunteer team. The

Co-Volunteer Coordinators shall endeavor to promote the goals of SECO. The

Co-Volunteer Coordinators shall attend SECO meetings and assist in developing a volunteer roster for use by SECO, its officers, and directors in organizing SECO activities. The Co-Volunteer Coordinators shall manage and maintain SECO volunteer database and volunteer time tracking and organizing system.

I. The Member at Large shall be a participating member of the Board, shall attend all Board meetings and, as necessary, shall perform other duties that are necessary for the operation and wellbeing of SECO and the School, including, but not limited to, chairing the welcome committee and coordinating communications between SECO and other School groups.

J. All officers shall;

1. Perform the duties prescribed in the Bylaws and any additional duties which may be assigned to them from time to time; and

2. At the final meeting of the school year, deliver to their successors all papers, files, and records pertaining to their duties and responsibilities.

3. It shall be the responsibility of each officer to attend SECO meetings and SECO events. If any officer misses three or more consecutive meetings, a majority of the SECO board may declare the position vacant and the position shall be filled at the next meeting.

Article 8 - BOARD MEETINGS

Board meetings will be scheduled during the school year by the Board. Board meetings will be attended by the Board, committee chairs and any other interested members of SECO. Board meetings may be rescheduled or additional Board meetings may be called from the Board as necessary, with not less than ten days prior notice to the SECO membership.

A majority of the directors in attendance at a meeting of the Board shall constitute a quorum. A vote of a majority of the directors in attendance at such meeting shall pass any motion before the meeting. The rules of procedure for the SECO Board meetings, as to matters not expressly governed by these Bylaws or the Articles of Incorporation, shall be those prescribed in Robert’s Rules of Order, Revised.

Article 9 - COMMITTEES

A. The Board of Directors may appoint and create, or dissolve and terminate any standing or special committees from time to time in its discretion.

Article 10 - BUDGET AND TREASURY

A. The Board shall discuss and outline a preliminary budget at its April meeting each year. Using information from these preliminary budget discussions, the Treasurer shall prepare a proposed budget. The Board shall review and approve the proposed budget at its May meeting each year. If there are any changes, they shall be made and the final budget shall be presented to the Board and voted upon at its June meeting.

B. The Treasurer shall maintain all funds of SECO in an insured deposit account in a bank or savings and loan institution. All checks drawn on the account shall be signed by two elected officers when the amount is over $50.00. All checks drawn on the account under $50.00 shall only require one elected officer’s signature. Three officers will be authorized to sign on the SECO savings and/or checking accounts.

C. Any non-budgeted expenditures over $25.00 must be approved in advance at a meeting of the Board or the members of SECO or via email vote from majority of the Board. The president will provide written authorization for non-budgeted expenditures over $500.00.

D. SECO’s financial records may be examined at any time but shall be examined at the end of each school year by an Audit Committee designated by the Board. The Committee shall include at least two people, and shall include the incoming Treasurer and at least one other member who is not a Board member.

E. The fiscal and corporate year of SECO shall be July 1 through June 30.

F. Cash handling procedures: Cash collected by SECO shall be counted by a minimum of two SECO Officers or one SECO Officer and a Designated Staff Member at Sato Elementary. Cash from on-site events (at the school) shall be counted on–site and stored in a locked box or safe until the cash can be deposited the next business day. Cash from on-site events shall not be stored in private homes. Cash from off-site events shall not be stored in private homes. Cash from off-site events shall be counted in the presence of a minimum of two SECO Officers and deposited the next business day. Coin Corral monies shall be sorted on–site into paper money, checks, and coins by a minimum of two (2) SECO Officers and taken the same day to be counted by a no-charge coin counting machine at an FDIC insured bank or NCUA insured credit union.

Article 11 - AMENDMENTS

These Bylaws may be amended at any meeting of the Board by a majority of the members present and voting at such meeting, provided there has been one-month prior notice of the proposed amendments to all members of SECO.

Article 12 - FINANCIAL ADMINISTRATION

SECO is organized exclusively for educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501

(c) (3) of the Internal Revenue Code, or corresponding section of a future federal tax code. No part of the net earnings of SECO shall inure to the benefit of, or be distributable to its members, board, or other private persons except that they will be reimbursed for incurred expenses. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and 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 provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Article 13 - DISSOLUTION

In the event that SECO is dissolved, all assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.