JBE One Bylaws
Download: JBE ONE By Laws
Article I: Name
The name of the organization shall be JBE One. JBE One is located at 855 Von Kolnitz Road, Mount Pleasant, SC 29464.
JBE One is a nonprofit organization that qualifies as an exempt organization under section 501(c)(3) of the Internal Revenue Code. It exists for charitable and educational purposes, specifically for the purpose of supporting the education of children at James B. Edwards (JBE) Elementary by fostering relationships among the school, parents, teachers, school staff, and community.
Article lll: Members
Section 1. “Membership” shall be automatically granted to all parents and guardians of James B. Edwards students, plus all teachers and staff at James B. Edwards. There are no membership dues. Members have voting privileges, one vote per person.
Article lV: Officers and Elections
Section 1. Officers. The officers shall be a President, Vice President, Secretary, Treasurer, TLE Strategic Initiatives Officer, Faculty Relations Officer, and Community Relations Officer.
- President. The President is the head of the JBE One Executive Board, drives forward JBE One’s mission and vision, and oversees all of its activities. The President shall establish and preside over all general meetings of the organization and Executive Board, serves as the primary contact for the Principal, represents the organization at meetings outside the organization, serves as an ex officio member of all committees and coordinates the work of all the officers and committees so that the purpose of the organization is served, and retains all official records of the organization.
- Vice President. The Vice President shall assist the President, oversees the committee system, and chairs meetings in the absence of the President. The Vice President performs the duties of the President if the President is absent or unable to serve.
- Secretary. The Secretary supports preparation of agendas for general and Executive Board meetings, records and distribute minutes of general and Executive Board meetings and maintains a complete online file of all approved minutes, agendas, and materials distributed at any official JBE One meeting. The Secretary manages and distributes communication and marketing of JBE One information to the JBE community via the website, email, social media, bulletin boards, and newsletter
- Treasurer. The Treasurer shall keep an accurate record of receipts and expenditures and pay out funds in accordance with the approval of the Executive Board. The Treasurer works with the Executive Board and committee chairs to develop an annual budget and creates monthly and annual financial reports for transparency and audit. The Treasurer will present a financial statement at every meeting and at other times of the year when requested by the Executive Board and make a full report at the end of the year. The Treasurer writes checks for purchases and reimbursements in accordance with approval of the Executive Board.
- TLE Strategic Initiatives Officer. The TLE Strategic Initiatives Officer develops JBE One’s long-term plans for the betterment of James B. Edwards Elementary School. The TLE Strategic Initiatives Officer directs disbursement of the two funds held by Coastal Community Foundation of South Carolina (“CCF”) through two charitable funds: the Tom Lee Endowment and the James B. Edwards Grant Fund. The TLE Strategic Officer shall advise CCF and JBE One as to the allocation of grantable amount generated in each fund and serves as a signatory for the two funds.
- Community Relations Officer. The Community Relations Officer creates events that bring the broader JBE community together, including current students, prospective students, community members, and businesses. The Community Relations Officer leads the committees in planning and coordinating all community events.
- Faculty Relations Officer. The Faculty Relations Officer is designed to support staff needs and wants throughout the year. This chair will create various committees to support the faculty through celebrations/events, volunteer signups, room parents, etc. Leads the committee in planning staff appreciation week, staff meals, treats, and volunteers. Works with Communications to recognize staff members throughout the year
Section 2. Nominations and Elections.
A JBE One Nominating Committee will be established in March of each school year – comprised of 3 people. The Nominating Committee will consist of 1 Executive Board member, 1 non-Executive Board member and 1 James B. Edward Elementary School faculty member.
The Nominating Committee shall establish Executive Board qualifying criteria and then elicit nominations for the board seats from the membership. Based on the established criteria and nominations, the Nomination Committee shall select a candidate for each Executive Board position and present the slate to the membership by no later than 14 days prior to the last General Meeting of the school year. At the last General Meeting of the school year, the slate will be approved by vote from the membership. In the event that a request is made from the floor at the last General Meeting for a nomination of a Executive Board position, a vote will be taken immediately for that position.
Nomination and election data will be managed by the Nominating Committee.
Section 3. Eligibility.
Members are eligible for office if they are a guardian or parent of a current JBE student or a student entering the next school year at the time the Nominating Committee presents its slate.
Section 4. Terms of Office.
Officers are elected for one year and may serve no more than two (2) consecutive terms in the same office unless approved by the general membership. Each person elected shall hold only one executive office at a time.
Section 5. Vacancies.
lf there is a vacancy in the office of the President, the Vice President will become the President. At the next regularly scheduled meeting, a new Vice President will be elected. lf there is a vacancy in any other office, members will fill the vacancy through an election at the next regular meeting.
Section 6. Removal From Office. Officers can be removed from office with or without cause by a two-thirds vote of those present (assuming a quorum) at a General Meeting where previous notice has been given.
Article V: Meetings
Section 1. General Meetings.
The organization will meet for a minimum of 3 scheduled membership wide General Meetings. The first General Meeting shall be scheduled within the first 45 days of school, and the last General Meeting shall be scheduled within the last 45 days of school. The first General Meeting shall include an introduction of the organization and presentation of the annual JBE One budget for the current school year. The final General Meeting of the school year shall include the approval/voting of officers for the following school year and a wrap up of business.
Section 2. Special Meetings.
Special meetings may be called by the President, any two members of the Executive Board, or five general members submitting a written request to the Secretary. Notice of the special meeting shall be communicated to members via email, newsletter, social media postings, or school messaging systems at least 10 days prior to the meeting.
Section 3. Quorum. The quorum shall be 20 members of the organization.
Article VI: Executive Board
Section 1. Membership.
The Executive Board shall consist of the 7 officers.
Section 2. Duties.
The duties of the Executive Board shall be to:
- Conduct business between meetings
- Create standing rules and policies
- Create standing and temporary committees
- Develop and submit an annual budget to the membership
- Monitor routine bills and by majority vote approve unbudgeted expenditures of more than $500
- Establish fundraising goals and programs
- Prepare reports and recommendations to the membership
Section 3. Meetings.
Executive Board regular meetings shall be held monthly or at a minimum of 7 times within the school year, to be determined by the board and scheduled at the beginning of the school year. Special meetings may be called by any two board members, with 24 hours’ notice.
Section 4. Quorum.
Half the number of board members plus one constitutes a quorum.
Article Vll: Committees
Section 1. Membership.
Committees may consist of members and Executive Board members, with the president acting as an ex officio member of all committees.
Section 2. Standing committees.
Each year the Executive Board shall determine the necessary committees to fulfill the annual goals and objectives set by JBE One.
The following committees may be held by the organization including, but not limited to; Marketing, Uniforms, Greenhouse, Annual Auction, Annual Capital Campaign, Beautification, and Faculty Relations, Community Building.
Section 3. Additional Committees.
The Executive Board may appoint additional committees as needed.
Article Vlll: Finances
Section 1. A tentative budget shall be drafted in Spring for the following school year and approved at the first meeting of the new officer slate by a majority vote of the members present.
Section 2. The Treasurer shall keep accurate records of any disbursements, income, and bank account information.
Section 3. The Executive Board shall approve all expenses of the organization that are over the allocated amount in the budget or new expenses over $500 that were not included in the original budget.
Section 4. Two authorized signatures shall be required on each check for expenditures over $5,000. Authorized signers shall be the Treasurer and one additional Executive Board member.
Section 5. The Treasurer shall prepare a financial statement at the end of the year, to be reviewed by the Audit Committee. Audit committee will consist of the President, Principal and Secretary.
Section 6. Upon the dissolution of the organization, any remaining funds should be used to pay any outstanding bills and, with the membership's approval, spent for the benefit of the school.
Section 7. The fiscal year shall start each July 1, coordinate with the CCSD Fiscal school year and end June 30th.
Section 8. Assets under Tom Lee Endowment Fund and the James B. Edwards Grants Fund shall be managed by CCF or similar fiduciary. CCF shall be responsible for all asset management, accounting, and disbursement of funds. All income and appreciation generated through endowment assets will accrue to the endowment until the balance exceeds $100,000, at which time the 4% grantable amount will be used to benefit JBE One initiatives.
The Executive Board may vote to move the funds to a different fund manager that will maintain the approved uses of the Tom Lee Endowment Fund and the James B. Edwards Grants fund with the majority vote of the Executive Board AND the Principal’s vote in favor to move the funds.
Article lX: Parliamentary Authority
Robert's Rules of Order shall govern meetings when they are not in conflict with the organization's bylaws.
Article X: Standing Rules
Standing rules may be approved by the Executive Board, and the Secretary shall keep a record of the standing rules for future reference
Article Xl: Dissolution
The organization may be dissolved with notice (30 calendar days) and two thirds vote of those present at the General Meeting, which must include the school Principal. Remaining assets must be used exclusively for the enhancement of the education of James B. Edwards students.
Article Xll: Amendments
These bylaws may be amended at any General or Special Meeting, providing notice shall be given by email, newsletter, social media postings, or school messaging systems at least 10 days prior to the meeting and made available to all members of the organization. Amendments will be approved by two thirds a vote of those present, assuming a quorum, which must include the school Principal.
Article XIII: Conflict of Interest Policy
Section 1. Purpose. The purpose of the conflict-of-interest policy is to protect this tax-exempt organization's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an Executive Board officer of the organization 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.
Section 2. Definitions
- Interested Person. Any 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.
- Financial interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
- An ownership or investment interest in any entity with which the organization has a transaction or arrangement.
- A compensation arrangement with the organization or with any entity or individual with which the organization has a transaction or arrangement; or
- A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the organization 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 Section 3b, 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.
Section 3. Procedures.
- Duty to Disclose. ln 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 who are considering the proposed transaction or arrangement.
- Determining Whether a Conflict of interest Exists. 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 whether a conflict of interest exists.
- Procedures for Addressing the Conflict of interest.
- 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.
- 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.
- After exercising due diligence, the governing board or committee shall determine whether the organization 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,
- lf a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the organization's best interest, for its own benefit, and whether it is fair and reasonable. ln conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.
- Violations of the Conflict-of-interest Policy
- lf the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts 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.
- lf, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines that the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 4. Records of Proceedings. The minutes of the governing board and all committees with board delegated powers shall contain:
- 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 boards or committee's decision as to whether a conflict of interest in fact existed,
- 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.
Section 5. Compensation.
- A voting member of the governing board who receives compensation, directly or indirectly, from the organization for services is precluded from voting on matters pertaining to that member's compensation.
- A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation directly or indirectly, from the organization for services is precluded from voting on matters pertaining to that member's compensation.
- No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation,
Section 6. Annual Statements. Each director, principal officer, and member of a committee with governing board-delegated powers shall annually sign a statement which affirms that such person:
- Has received a copy of the conflict-of-interest policy;
- Has read and understood the policy;
- Has agreed to comply with the policy; and
- Understands that the organization is charitable and that in order to maintain its federal tax exempt status it must engage primarily in activities which accomplish one or more of its tax exempt purposes.
Section 7. Periodic Reviews. To ensure that the organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
- Whether compensation arrangements and benefits are reasonable, are based on competent survey information, and are the result of arm's length bargaining.
- Whether partnerships, joint ventures, and arrangements with management organizations conform to the organization's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in inurement, impermissible private benefit, or an excess benefit transaction.
Section 8. Use of Outside Experts. When conducting the periodic reviews as provided for in Section 7, the organization may, but need not, use outside advisers. lf outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring that periodic reviews are conducted.
Section 9. Digital Archiving and Use of Records
- A digital archive of all JBE One data emails shall be kept, this includes any email received by the firstname.lastname@example.org, or any other email address used or sent from official JBE One communication.
- Official emails received by JBE One shall not be deleted or edited at any time, preserving all communications to and from the JBE One
Article XV: Insurance
The Organization shall have the authority to purchase and maintain insurance to protect the Organization, the Executive Board, and the officers, employees and agents of the Organization from liability consistent with these bylaws and such other insurance as the Executive Board deems reasonably necessary to protect the organization.
Article XVI: Indemnification.
Section 1. The Organization shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Organization) by reason of the fact that he or she is or was a board member, officer, employee or agent of the Organization, or is or was serving at the request of the Organization as a board member or officer of another organization, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Organization, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
Section 2. The termination of any action, suit or proceeding by judgment, order, or settlement shall not create a presumption that the person did not meet that standard of conduct. The termination of any action, suit or proceeding by conviction, or upon a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment shall create a presumption that the person did not meet that standard of conduct. Any indemnification under this section (unless ordered by a court) shall be made by the Organization only as authorized in the specific case upon a determination that indemnification of the board member, officer, employee or agent has met the applicable standard of conduct set forth in this paragraph. Such determination shall be made:
- By the Executive Board by a majority vote of a quorum consisting of Officers who were not parties to the action, suit or proceeding; or
- By independent legal counsel in a written opinion if a quorum of board members who were not parties to the action, suit, or proceeding is not obtainable, or, even if such a quorum is obtainable, a majority vote so directs.
- The Organization shall indemnify a board member or Officer who entirely prevails in the defense of any proceeding to which he or she was a party because he or she is or was a board member or Officer of the Organization against reasonable expenses incurred by him or her in connection with the proceeding.