BYLAWS OF
PROCAPA
ARTICLE I - NAME, PURPOSE
Section 1:
The name of the organization shall be PROCAPA, an acronym for Parents and
Relatives Of Creative And Performing Arts. It is a non-profit parent/relative
support organization for the Creative And Performing Arts program of The Livonia
Public School system.
Section 2:
PROCAPA is organized exclusively for charitable, scientific and educational
purposes, more specifically, to support and enhance student learning through
volunteer functions and fundraising.
ARTICLE II - MEMBERSHIP
Section 1:
Membership eligibility shall consist of all parents and guardians of students
currently enrolled in the CAPA program as well as the instructors of the
program. Membership eligibility is also extended to others wishing to be
involved in support of the CAPA program.
ARTICLE III - MEETINGS
Section 1:
Regular Meetings. Regularly scheduled meetings shall be held once a month as set
by the Board from September through June of the coming school year, unless
otherwise set by the Board. A meeting will be held in August with attendees
including the Board, the Thespian Board AND the CAPA staff.
Scheduled meetings are subject to change according to performance dates
and commitments. Date changes will be posted on the CAPA website,
www.starringcapa.com, at least 10 days before the meeting. The President
will notify fellow officers of the change according to their preferred method of
contact (telephone or email).
Section 2:
Special Meetings. Special meetings shall be called by the President or the
Board, who shall also set the time and place.
Section 3:
Notice of special meetings shall be given by mail, phone, or email not fewer
than 10 days before the meeting.
ARTICLE IV - BOARD
Section 1:
Board Role, Size, and Compensation. The Board is responsible for overall policy
and direction of the Executive Committee of chairpersons. The Board shall have
at least four Officers. The board receives no compensation other than reimbursed
expenses as designated by the operating budget.
Section 2:
Board Meetings. The Board shall meet at the discretion of the President,
or other Officers, at an agreed upon time and place. Board meetings are open.
Section 3:
Board Elections. Election of new Officers or election of current Officers to a
second term occurs at the May general meeting. If two or more members vie for
the same board position, a paper ballot vote shall be taken immediately.
Section 4:
Terms. All Officers shall serve one-year terms, but are eligible for
re-election. No Officers shall serve more than two consecutive terms, in the
same position unless no one else can be found to run for that office.
Section 5:
Quorum. A quorum of at least 7 members must be present before business can be
transacted or motions made or passed.
Section 6:
Notice. An official meeting requires that each member of the Executive Committee
have written or posted notice two weeks in advance (notice on the website is
acceptable).
Section 7.
Officers and Duties. There shall be at least four officers of the Board
consisting of one President, and Treasurer, and up to two Vice Presidents,
Secretaries. Their duties are as follows:
The President
shall convene regularly scheduled membership/committee meetings and shall
preside or arrange for other members of the Board Officers to preside at each
meeting in the following order: Vice- President, Secretary, and Treasurer..
The Vice-President
shall compile a list of volunteers for distribution to committee chairs and
chair committees on special subjects as designated by the board and run meetings
in the Presidents absence.
The Secretary
shall be responsible for keeping records of Board actions, including overseeing
the taking of minutes at all meetings, distributing copies of minutes, and
assuring that organization records are maintained. The Secretary shall procure
the meeting site. The Secretary will maintain the CAPA database on the CAPA
owned laptop.
The Treasurer
shall make a report at each meeting. Treasurer shall assist in the preparation
of the budget with other Board officers, and make financial information
available to Board members and the public. The Board must approve the budget and
all expenditures must be within the budget. The Board must approve any major
change in the budget. Monthly reports must be submitted to the Board showing
income, expenditures and pending income. The financial records of the
organization are public information and shall be made available to the
membership, Board members, and the public. Checks must be signed by 2 people;
the Treasurer and President or Vice President.
The Treasurer Must file tax forms yearly.
An external audit of the books must be completed at least every 3 years.
Section 8:
Vacancies. When a vacancy on the Board exists, nominations for new members may
be received from present Board members by the Secretary two weeks in advance of
a Board meeting. These nominations shall be sent out to Board members with the
regular Board meeting announcement, to be voted upon at the next Board meeting.
These vacancies will be filled only to the end of the particular Board member's
term.
Section 9:
Resignation, Termination, and Absences. Resignation from the Board must be in
writing and received by the Secretary. A Board member shall be dropped for
excess absences from the Board if s/he has three un-excused absences from Board
meetings in a year. A Board member may be removed for other reasons by a
three-fourths vote of the remaining Board.
ARTICLE V - COMMITTEES
Section 1:
The Board may create committees as needed, such as fundraising, costume help,
concessions, etc. The Board President accepts all committee chairs from a list
of volunteers.
Section 2:
The Officers and all committee chairs serve as the members of the Executive
Committee.
ARTICLE VI - AMENDMENTS
Section 1:
These Bylaws may be amended when necessary. A temporary committee consisting of
three or five members shall meet to consider proposed amendments. Proposed
amendments, revisions, or modifications shall be presented at a regular
membership meeting. Changes to the By Laws shall require a 2/3 majority vote of
those members present.
ARTICLE VII – Internal Revenue Code section 501 (c) (3) tax exemption compliance
a. Said organization is
organized exclusively for charitable, religious, educational, and scientific
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 any future federal tax
code.
b. No part of the net earnings
of the organization shall inure to the benefit of, or be distributable to its
members, trustees, officers, or other private persons, except that the
organization 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 the purpose clause hereof. No substantial part of the
activities of the organization shall be the carrying on of propaganda, or
otherwise attempting to influence legislation, and the organization shall not
participate in, or intervene in (including the publishing or distribution of
statements) any political campaign on behalf of any candidate for public office.
Notwithstanding any other provision of this document, the organization shall not
carry on any other activities not permitted to be carried on (a) by an
organization exempt from federal income tax under section 501 (c) (3) of the
Internal Revenue Code, or corresponding section of any future federal tax code,
or (b) by an organization, contribution, to which are deductible under section
170 (c) (2) of the Internal Revenue Code, or corresponding section of any future
federal tax code.
ARTICLE VIII – Dissolution of the Organization
a. Upon the dissolution of the
organization, assets shall be distributed for one or more exempt purposes within
the meaning of section 501 (c) (3) of the Internal Revenue Code, or
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 disposed of shall be disposed of by the Court of Common
Pleas of the county in which the principal office of the organization is then
located, exclusively for such purpose or to such organization or organizations,
as said Court shall determine, which are organized and operated exclusively for
such purpose.
b. In the event that a decision
is made to disband the CAPA Program at Churchill High School; any remaining
PROCAPA funds will be donated to (in order of preference):
1. The Churchill Performing
Arts Program AND the Churchill All-School Musical
2. The remaining funds will be
donated with the understanding that the monies are to be used for the
advancement of education within student activities at Churchill High School.
3. Another non-profit
organization working within the Livonia Churchill High School community
pertaining to the performing arts.
c. The decision pertaining to
which organization will receive the remaining funds will be made by a majority
vote of a quorum of PROCAPA prior to the organization being disbanded.
These Bylaws were approved at a regular PROCAPA meeting on December 13, 2011 by
unanimous vote of the members present.
Signed by:
Dawn Casella – President
Angie Giraud & Terry Brennan – Vice Presidents
Jayme Schmitt – Secretary
Mary Bagazinski – Treasurer