7/8/2014

Review of PPEA By-Laws
Completed by: Lori Meadows & Linda Wooldridge, two existing board members

The purpose of this review is to determine those parts of the by-laws document needing to be updated to better state the current procedures within the PPEA board of directors.

The secondary purpose realized during the review is defining any by-law sections that have the potential for our non-profit status to be at risk due to procedures that we have NOT been performing as stated.

This review is based on the latest and most current known document of PPEA by-laws dated 3/1/2012 as updated from the previous most recent known signed hard copy dated 4/18/2005.
Page numbers referenced in this review pertain to the 3/1/2012 document.

Priority #1 is to be sure to complete this process and produce a new and current dated by-laws document that approved by a majority vote of the Board and is signed by the executive board members and posted to the Administrative portion of the website with access to all board members.

Updates or Changes Needed:

Article 7, Item 1 (page 2) “The Officers of the Association shall consist of a Chair, Co-Chair, Secretary and Treasurer and Communications Coordinator.”
(Beth Navage was voted in June 2013 as an officer of the board. This was never updated, but at that time her title was Newsletter Editor and it has now changed to Communications Coordinator.)

Article 7, Item 2 (page 2) Suggest removing this statement all together regarding president & treasurer being elected in odd numbered years and secretary in even numbered years.

Article 7, Item 3 (page 3) We have not been following this section about how officers are elected by ballot annually in the month of May/June and the secretary can cast the elective ballot of the whole association, etc.

Suggested wording: “Officers shall be selected from existing active board members that voice a willingness to fulfill the role. An officer volunteer shall have served on the board for at least __# of years and the vote must be unanimous by all voting board members.”

Article 7, Item 5(page 3)This item deals with how long an officer can serve in that same position stating it is just 2 year unless approved in advance by the board. There was a vote sometime in 2011 to keep officers in their positions as long as they are currently homeschooling their children, but this leaves the board open to problems removing an officer if the need should arise.

Suggested wording: “The officer volunteer shall be eligible to serve in their current officer position for at least two years and may continue to be voted in by the board to remain in the same position so long as he or she demonstrates a willingness to serve and is currently homeschooling children.”

New items that need to be added to Article 7 from the 2011 meeting:

“Item 6 Board members fulfilling an Officer role must be currently homeschooling their children in order to keep the integrity of the PPEA board. Once an officer has graduated their last homeschooled child, the position shall be opened.”

Article 7, Existing Item 6 (page 3) currently states “Officers must sign and agree with the Statement of Faith as follows:…”
This seems to indicate that the only group of people currently required in the by-laws to sign the Statement of Faith are the Officers. But further back in Article 9, it does state that all Board of Directors must sign. If the board determines that all active voting and non-voting board members plus *Support Team Members* must sign the Statement of Faith, the by-laws should be updated to reflect it here and in Article 9.

Article 7, Election section (page 4) This entire section has not be followed for many years with a nominating committee being formed from the board and general population of the members and nomination submissions for board positions and vote by ALL PPEA MEMBERS at a general session meeting, etc.
**We need to seek legal guidance to find out if by negating the members’ voting privileges, we are in any way, putting our non-profit status at risk.**

Article 7, Election Section, Item 2A (page 4) This is the “Eligibility” section for who may be nominated to serve in an officer position and it currently states that ANY PPEA MEMBER may do so rather than existing board members only as we currently practice.
**This section either needs to be deleted entirely or amended to read just as Item 3 in the previous section.**

Article 8, Section 3.1 (page 5) Last sentence currently reads “All checks must be signed by the Treasurer or the President.”
Since Scott is fulfilling both roles, is the Co-Chair or Secretary also able to sign checks to avoid not being able to access needed funds?

Article 8, Section 3.2 (page 5) says the Treasurer shall present a financial statement at every board meeting. This is currently not being done, suggest changing this to a quarterly requirement.

Article 8, Section 3.4 (page 5) says there shall be an audit of the books by a committee appointed by the Board and gives a deadline for completion.
**This is not being done, suggest we come up with a solution to make sure this happens each year by someone. Can this be performed by someone in Scott’s office??**

Article 9, Section 1 (page 6) Board of Directors Composition: this section currently states “All Board members shall enjoy voting privileges, except the President, who will only vote in the case of a tie.” This needs to be updated with all the additional board positions and spell out clearly which positions have voting privileges versus non-voting.
This raises the question – does the job title or the person’s homeschooling status determine voting privileges??

Article 9, Section 2 (page 6) Method of Selection and Term: this section currently states “Group leaders and Newsletter Editor shall be selected by the officers of the Association.”
This needs to be updated to state all the other Board of Director positions that are “elected” by the officers.

Article 9, Section 3 (page 6) General Duties of the Board of Directors:
Items needing updates include:
C “To appoint an auditor or auditing committee at least four weeks before the annual audit…”
D “To select a nominating committee for the election of officers.”
E “To prepare and submit a budget...”
H “To publish a newsletter to be sent regularly to all current members.”

**Seems like we may want to add a couple of duties here to more fully spell out the responsibilities of board members, especially in how/when they should or should NOT communicate with members and requesting board approval for certain decisions affecting the members and events.**

Article 9, Section 4 (page 6) states “A quorum must be present in order to conduct a Board meeting. The majority of the Board of Directors shall constitute a quorum.”
This needs to be updated to spell out voting versus non-voting board members as being part of the quorum.

Article 9, Section 5 (page 6 & 7) states “Once cause has been established, removal shall be by two-thirds vote of the Board.”
This also needs to be updated with voting versus non-voting parameters.

Considerations for Additional Items:

There is no quorum designated for voting versus non-voting board members.

Specific duties of two board jobs are detailed in the by-laws (Article 10, page 7) but no others. Should we include all job descriptions or just refer to them and the need to review and keep updated each year?

Incidentals:

Article 1 (page 1) Last sentence should include “…to the membership at a meeting, or by direct mail, or email or website posting.”

Do we want the title of the lead board position to read as “President” or “Chair”

Page 7 add “Meeting” to title of Support Group Leader

Correct typo in Article 8, Item 1.1 (page 5) Last sentence, the word “purposed” should be “purpose”

Correct typo in Article 9, Section 3, Item H (page 6) “…routine bills with the limits…” should be “within”

Should we be more forthcoming on the PPEA online Calendar with the date & time of the board meetings and set up parameters for non-board members to attend as allowed in Article 12??

Additional questions raised during this review:

Should we require background checks for those board members and support team members that chaperone middle school and high school events that parents do NOT attend??

Also, do we purchase liability insurance for our events and should this be noted in the by-laws??