OUTLINE OF BY - LAWS

FAMILY – FACULTY ASSOCIATION OF

MIRAMAR RANCH ELEMENTARY SCHOOL

Revised and Effective as of June 18, 2007

BY - LAWS

FAMILY- FACULTY ASSOCIATION

OF MIRAMAR RANCH ELEMENTARY SCHOOL

Revised and Effective as of May 27, 2003

(These By-Laws Supersede All Previously Written By-Laws)

Miramar Ranch Elementary School

10770 Red Cedar Drive, San Diego, California 92131

Article I – Title

Section 1 Full Name. The name of this organization shall be the Family-Faculty Association of Miramar Ranch Elementary School.

Section 2 Shortened Name. A permissible shortening of the full name for use in publicity releases and other situations where the full name is inappropriate is the Miramar Ranch Family-Faculty Association or FFA.

Section 3 By-Laws Names. In the balance of these by-laws this organization shall be referred to as the "FFA" and the Miramar Ranch Elementary School shall be referred to as the "School".

Article II – Purpose

Section 1 Mission and Purpose. The mission of the FFA is to aid the staff of the school in furnishing the students a better education through personal participation in enrichment activities and financial contributions above and beyond those already provided by other school budgets.

Section 2 Fund Raising. The FFA shall plan and execute fund-raising events, and shall budget, disburse and account for funds raised in those events.

Section 3 Charitable Purpose. The FFA is organized exclusively for charitable purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code of 1954.

Article III - Policies and Prohibition

Section 1 Non-Endorsement I Non-Endowment Clause. The FFA shall be noncommercial, nonsectarian and nonpartisan. No commercial enterprise and no political candidate shall be endorsed by the FFA or its officers in their official capacities.

1. Notwithstanding any other provision of these articles, the FFA shall not carry on any activities not permitted to be carried on by a corporation exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future Untied States Internal Revenue Law) or by a corporation to which contributions are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

2. Neither the name of the FFA nor the names of its officers in their official capacities shall be used in any connection with a commercial concern or with any partisan interest or for any purpose other than the regular work of the FFA.

3. No part of the net earnings of the FFA (including, without limitation, any monetary or other tangible item donated directly to the FFA or indirectly in connection with any FFA activity, such as fund-raising events) shall inure to the benefit of or be distributed to its members, directors, trustees, officers or other private persons except that the FFA shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II hereof.

Article IV - Membership and Dues

Section 1 Members. The parents or legal guardians of any child attending the School, all independent contractors paid by the FFA, and all members of the staff of the School are members of the FFA.

Section 2 Dues. There shall be no dues required for membership in the FFA. This “no dues” policy is to encourage and facilitate involvement by School parents and legal guardians. This directly supports the official position of the State of California, the San Diego Unified School District and the FFA that quality involvement by parents and legal guardians is a necessary and indispensable facet of public education.

Article V – Meetings

Section 1 General Meetings. A minimum of two (2) general meetings of the entire membership shall be held during the school year, one in the Fall and one in the Spring.

Section 2 Executive Board Meetings. The Executive Board shall meet throughout the year as necessary.

Section 3 Special Meetings.

1. The Executive Board, by a majority vote, may schedule such Special Meetings of the entire membership, as it deems necessary. Written notice shall be sent at least three (3) days prior to the date of the Special Meeting, in accordance with Article VI, Section 1, hereof.

2. No business may be transacted at a Special Meeting other than that for which the Special Meeting was called and which was announced in the written notice proclaiming the meeting.

Section 4 Committee Meetings. Committees may meet, whenever they deem necessary, to accomplish their business.

Section 5 Place of Meetings. Meetings of the entire membership and/or the Executive Board will ordinarily be held at the School but may be held elsewhere when ordered by the Executive Board. Committee meetings may be held at a location determined by the Committee Chairperson.

Section 6 Annual Election. The FFA meeting in April shall be the annual election meeting at which time officers shall be elected.

Section 7 Motions, Debating and Voting. The privilege of making motions, debating and voting at the meetings of the entire membership (General or Special) shall be limited to members of the FFA who are present at such meetings. Notwithstanding the foregoing, an FFA member may request that a motion be made on his/her behalf at a meeting at which they will not be present, provided that such FFA member provides the President with a written statement asserting such motion at least five business days prior to the date of the meeting.

Section 8 Quorum.

1. Three (3) voting members in addition to three (3) members of the Executive Board shall constitute a quorum for the transaction of business in any meeting of the entire membership of the FFA (General or Special).

2. Three (3) voting members shall constitute a quorum for the transaction of business in any meeting of the Executive Board.

Article VI – Notices

Section 1 Means of Notice. Written notice must be given for all meetings involving the entire membership, whether General or Special, by sending home with each school child a written statement of such items as are to be addressed at the meeting, and/or by community or school publications.

Section 2 Election and Appointment. The elective officers shall be elected by secret ballot at a General Meeting in the month of April of each year. A simple majority of votes, cast by those members attending the meeting, shall be required and is sufficient to elect the new officers. Election shall be by voice vote instead of secret ballot when there is only one nominee for an office.

Article VII - Duties of Officers

Section 1 President. The President shall:

1. Coordinate the work of officers and committees of the FFA in order that the mission of the FFA may be promoted and achieved.

2. Preside at all meetings of the FFA and the Executive Board.

3. Be a member ex-officio of all committees, except the Nominating Committee.

4. Appoint the Chairperson of all committees, subject to ratification by the Executive Board.

5. Be responsible for preparing the FFA Annual Report.

6. Perform such other duties as may be prescribed in these by-laws or assigned to the president by the Executive Board or by an approved motion at a General or Special Meeting.

7. Have all contracts and/or legally binding documents approved by the FFA prior to signing.

8. Pre-approve all informational notices, flyers and documents sent home to parents by all FFA committee Chairpersons. Make sure that all communications have also been pre-approved by the Principal or Vice Principal of the School.

Section 2 President-Elect. The President-Elect shall:

1. Act as an assistant to the President.

2. Supervise preparations for meetings of the general membership and of the Executive Board.

3. Act as the Parliamentarian at meetings of the FFA and the Executive Board giving necessary advice in parliamentary procedures when requested. Although acting as the Parliamentarian, the President-Elect shall be entitled to all rights and privileges of membership including the right to make motions, debate and vote.

4. Assist the Chairperson of the Membership Committee with his/her duties.

5. Call the first meeting of the Nominating Committee, give instructions in procedure, and be available for additional information, if needed. Thereafter the President-Elect shall not attend meetings of the Nominating Committee unless selected to serve as a member of the committee.

6. Chair the By-Laws Committee and review the by-laws annually.

7. Perform the duties of the President in the President's absence.

Section 3 Secretary. The Secretary shall:

1. Keep an accurate record of the proceedings of all meetings of the FFA and the Executive Board in a bound volume which is the legal record of the FFA.

2. Be prepared to refer to the minutes of previous meetings.

3. Prepare a list of all unfinished business for the use of the President.

4. Record all expenditures in the minutes.

e. Keep a current list of the members of the FFA.

f. Keep a current copy of the by-laws.

g. Conduct all necessary correspondence of the FFA upon authorization of the President, Executive Board or the FFA membership.

h. Notify officers of their election and chairpersons of the appointments.

i. Send out notices of Executive Board meetings.

j. Follow up with Committee Chairpersons to see that all necessary correspondence has been executed.

k. Perform such duties as may be delegated to the Secretary.

Section 4 Treasurer. The Treasurer shall:

1. Keep such permanent books of account and records as shall be sufficient to establish the items of gross income, receipts, disbursements, funds received and deposited and outstanding financial liabilities of the FFA. Such books of account and records shall at all reasonable times be open to inspection by any FFA member upon reasonable request.

2. Be responsible for the proper accounting, handling and control of cash or other negotiable funds received by the FFA pending their deposit in the name of the FFA in a bank approved by the Executive Board. Ensure all cash or other negotiable funds received by the FFA remain under the control of two (2) authorized persons until the two (2) authorized persons have agreed upon and certified in writing the amount of funds received (such certification may be accomplished by a countersigned receipt). For purposes of this clause the two (2) authorized persons may be the Treasurer and the Chairperson of the event, or any other person authorized by the President.

3. The Treasurer must sign all checks. Checks written for more than two hundred fifty ($250) dollars shall require two (2) signatures; the Treasurer's signature and the signature of any one (1) of the following Executive Board Members; President, President-Elect, or Ways and Means Officer (the co-signer shall not be related by blood or marriage, or reside at the same address, as the Treasurer, in accordance with Article VIII, Section 1.b.). Checks written for two hundred fifty dollars ($250) or less shall require only the Treasurer's signature.

4. Keep an accurate record of receipts and disbursements in a ledger, which is a permanent record of the FFA. All other financial records must be retained for seven (7) years including the current year.

5. Keep the membership informed of expenditures as they relate to the budget adopted by the FFA.

6. Present a statement of account at every meeting of the general membership and the Executive Board, and at other times when requested by the membership or Executive Board.

7. Be responsible for filling out and forwarding all necessary report forms required for insurance and for filing all tax returns and other forms required by any government agency. The Treasurer may retain an outside agency to file tax returns upon approval of the Executive Board.

8. Make an annual financial report to the FFA, which includes gross receipts, disbursements and outstanding financial liabilities for the year.

9. Receive all moneys for the FFA, giving a receipt thereof, and deposit them in the name of the FFA in a bank approved by the Executive Board. Funds will be placed under the control of the Treasurer pending deposit in the authorized FFA account only after the two (2) persons authorized to count the funds have completed and certified in writing the amount of funds received. See Article VII, Section 4.b

10. Deposit all funds in the authorized account as soon as practical after they are received. Any amount over $250 must be deposited no later than one (1) week after receipt.

11. Preside as Chairperson of the Budget Committee.

12. Retain an Independent Financial Consultant to review the books and financial records of the FFA annually, as of the close of the officers' term (See Article IX for applicable date) or as deemed necessary by the Executive Board.

1. The retention of the Independent Financial Consultant shall be approved by the Executive Board.

2. The Independent Financial Consultant shall present a written report for any annual review to the Executive Board no later than the September meeting of the Executive Board.

Section 5 Faculty Representative. The Faculty Representative shall serve as:

1. A liaison officer between the "Classified Staff” and the FFA.

2. The Faculty of the School shall determine the method by which the Faculty Representative is designated.

Section 6 Declaring an Office Vacant. When an officer fails to attend two (2) consecutive meetings of the entire membership or the Executive Board without adequate excuse, or is not fulfilling the responsibilities of the office as prescribed in the by-laws or standing rules, or engages in conduct injurious to the organization or its purposes, the Executive Board has the authority to declare the office vacant. Such a declaration shall require a two-thirds (2/3) vote of the full voting membership of the Executive Board (See Article X (Executive Board), Section 2,a.), with at least ten (10) days prior notice provided, prior to the vote to vacate. The President-Elect shall serve notice of the vote to the Executive Board in the event that the declaration of vacancy involves the office of the President.

Section 7 General Duties and Responsibilities of All Officers. All officers shall perform the duties prescribed in the current edition of Robert's Rules of Order, Newly Revised, those duties outlined in these by-laws, and any other temporary duties assigned by the Executive Board or membership. Upon expiration of the term of office or in case of resignation or termination, each officer shall turn over to the President, without delay all records, books and other material pertaining to the office and shall return to the Treasurer, without delay, all funds belonging to the FFA.

Article VIII - Election of Officers

Section 1 Eligibility for Office. Officers must be members of the FFA and either the parent or legal guardian of a child attending the School or a School faculty member.

1. The FFA President shall not be a School faculty member, School staff member or School employee.

2. The Officers, as authorized co-signers of FFA disbursement checks, shall not be related by blood or marriage or reside at the same address.

3. The Treasurer, other Officers and the Independent Financial Consultant shall not be related by blood or marriage or reside at the same address.

Section 2 Elected and Appointed Officers. Officers of the FFA shall be the President, President-Elect, Treasurer, Secretary and Ways and Means Officer. These officers shall be elected annually.

Section 3 Nominating Procedures.

a. Nominations for office shall be made by a nominating committee which shall be appointed by the President and approved by a majority of the Executive Board at least two (2) months prior to the annual election meeting. The Committee shall serve until the annual election meeting. The Committee shall nominate one (1) or (2) members for each elective office.

b. The Nominating Committee shall be composed of a minimum of three (3) members. The Faculty Representative shall be an ex-officio member of the Nominating Committee. The Committee shall elect its own chairperson.

c. No member shall serve on the Nominating Committee for two (2) consecutive years.

d. The President-Elect, acting in his/her capacity as Parliamentarian, shall meet with the Chairperson of the Nominating Committee within ten (10) days of the Committee's establishment to set the date of its first meeting.

e. The report of the Nominating Committee shall be submitted to the membership at least thirty (30) days prior to the annual election meeting (See Article V, Section 6). Additional nominations may be made from the floor at the annual election meeting.

f. Only those persons who are eligible and who have signified their consent to serve if elected shall be nominated or elected to office.

Section 4 Nominations from the Floor. In addition to those persons nominated by the Nominating Committee, any member who has been a member of the FFA for at least thirty (30) days prior to the date of the annual election meeting may make nominations from the floor with the nominee's consent.

Section 5 Qualification of Candidates. The privilege of holding office shall be limited to members of the FFA who have been members of the FFA for at least thirty (30) days prior to the date of the election meeting.

Section 6 Term of Eligibility. Officers shall serve for a term of one (1) year or until their successors are elected. (See Article IX).

1. No officer shall hold the same office for more than two (2) consecutive terms or hold more than one (1) elected office during any term. (See Article IX).

2. For purposes of determining eligibility for office, any person who has served in an office for more than six (6) months of a full term shall be deemed to have served a full term in such office. (See Article IX).

Section 7 Installation of New Officers. All new officers shall assume their duties as a group. The installation of new officers will take place annually in June.

Section 8 Filling a Vacancy. A vacancy occurring in any office shall be filled for the completion of the term by a person elected by the Executive Board, with at least ten (10) days prior notice. If notice is not given, the election to fill the vacancy shall require a two-thirds (2/3) vote of the full voting membership of the Executive Board (See Article X, Section 2). The President-Elect shall serve notice of the election to the Executive Board, in case a vacancy occurs in the office of President.

Section 9 Authority of the Executive Board-Elect. Upon installation, the newly elected President may call meetings of the Executive Board-Elect as necessary to ratify appointments, select committee chairpersons and to make plans for the coming year's work.

Section 10 Unfilled Offices. If an office remains unfilled after election, it shall be considered a vacant office to be filled by the Executive Board-Elect.

Article IX - Terms of Office

Section 1 Normal Term. The normal term of office is for one (1) year, from June to June.

Section 2 Removal During Term. See Article VII, Section 7.

Section 3 Limitation of Successive Terms. See Article VIII.

Article X - Executive Board

Section 1 Executive Board. The executive body of the FFA shall be known as the Executive Board.

Section 2 Membership. Members of the Executive Board are the President, President-Elect, Secretary, Treasurer, Ways and Means Officer, Faculty Representative and the most recent past President. All members of the Executive Board are voting members.

Section 3 FFA Member Attendance. Any FFA member may attend Executive Board meetings as non-voting participants.

Section 4 Scheduling of Meetings. The Executive Board shall meet as often as is necessary to conduct the business of the Executive Board or upon call of the President.

Section 5 Expenditure of Funds. Expenditures must be authorized by the Executive Board. Before June 1 of each year, an annual budget shall be compiled by the Budget Committee.

Section 6 Insurance. The Executive Board shall obtain and maintain liability insurance in a substantial amount of protection the FFA and its members.

Article XI – Committees

Section 1 Standing Committees. The following shall be standing committees of the FFA: By-Laws Committee, Budget Committee, Membership Committee and Ways and Means Committee. Other standing committees may be established by a majority vote of the Executive Board as is deemed necessary to execute the work of the FFA as defined in these By-Laws.

Section 2 Budget Committee. The Budget Committee shall include the Treasurer, the President, President-Elect, Ways and Means Officer, Principal, Vice-Principal, Faculty Representative and other members as appointed by the Budget Committee Chairperson.

1. The Treasurer shall be the Budget Committee Chairperson.

2. Annually, prior to June 1st, the Budget Committee shall prepare a budget to be approved by a majority of the Executive Board, and subsequently approved by a majority of members present at the next general meeting of the FFA.

Section 3 Membership Committee. The Membership Committee shall include the Chairperson, the President-Elect, and other members as appointed by the Membership Committee Chairperson. Each year the Committee shall update a membership brochure to be sent home on the first day of school with every enrolled student. The Membership Committee shall be responsible for the annual Membership Drive that occurs each September.

Section 4 Ways and Means Committee. The Ways and Means Officer shall serve as chairperson of the Ways and Means Committee. The Chairperson and his/her committee, if any, shall oversee all fundraising approved by the Executive Board for the year.

1. The Ways and Means Chairperson shall be in charge of planning, carrying out and evaluating projects for fundraising.

2. The Ways and Means Chairperson shall determine the responsibilities of each of the committees necessary for the proper function of the office.

3. The Ways and Means Chairperson shall report to the Executive Board on a regular basis regarding the status of all fundraising events.

Section 5 Special Committees. Special Committees may be established by the Executive Board to address specific financial/resource planning needs for emergent issues as identified by the Executive Board or the general membership.

Section 6 Committee Chairpersons. The President shall appoint members to chair each committee; appointments shall be ratified by a majority vote of the Executive Board. Each chairperson shall select and appoint members to his/her committee and will organize the work of the committee.

Article XII - Rules of Order

Section 1 Governing Rules. "Robert's Rules of Order, Revised" (the latest edition) shall govern the conduct of business at all meetings of the FFA to the extent the provisions therein are not inconsistent with these By-Laws.

Article XIII - Amendments and Dissolution

Section 1 Vote Necessary. An approval of fifty (50%) percent of the Executive Board and approval of a majority of members present at a meeting of the entire membership (provided a quorum is present) are required to amend these By-Laws or to dissolve the FFA.

Section 2 Notice Required. Two (2) weeks written notice to all members of the FFA is required before any motion to amend these By-Laws or to dissolve the FFA may be voted upon.

Section 3 Disbursement of Funds at Dissolution.

1. In the event that a majority vote to dissolve the FFA has been made, all outstanding obligations of the FFA shall be immediately paid by the Treasurer.

2. A reserve fund shall be approved by the Executive Board and set aside by the Treasurer to cover all contingent liabilities.

3. Upon dissolution of the FFA and after payment or adequate provision for the debts and obligations of the FFA have been made, the remaining funds and material assets shall be turned over to the Principal of the School to be used for the benefit of the students of the School.

d. Should the Principal of the School decline to accept the FFA funds and assets remaining at dissolution, the remaining funds and material assets shall be distributed to a nonprofit fund, foundation or corporation, which is organized and operated exclusively for charitable, educational and/or scientific purposes and which has established its tax-exempt status under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).