BYLAWS OF PAXON SCHOOL IB PARENTS ADVISORY COUNCIL, INC.
ARTICLE 1 NATURE AND PURPOSE 1.1 Nonprofit Organization. As a nonprofit corporation organized pursuant to the provisions of the Florida Not For Profit Corporation Act, Paxon School IB Parents Advisory Council, Inc. (“for purposes of convenience only, hereinafter “Advisory Council”) shall have no capital stock and no shareholders, and no part of the net earnings, income, or profit of the Advisory Council shall inure to the benefit of or be distributable to its officers, or other private individual except that the Advisory Council may pay reasonable compensation for services rendered and may make payments and distributions in furtherance of its charitable and educational purposes. 1.2. Purposes. The Advisory Council is organized and shall be operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States internal revenue law) in order to conduct, operate and carry on activities to support the International Baccalaureate students of Paxon School for Advanced Studies, located in Jacksonville, Florida, and to enable those students to successfully complete the International Baccalaureate Program in manner and form and by such means as the Advisory Council may deem proper, expedient, necessary or desirable for purposes set forth above; and to receive assistance, money, and any other forms of contributions from any persons, firm or corporations, to be utilized in the furtherance of the objectives of the Advisory Council , to carry on the work of the Advisory Council and for the purposes of the Advisory Council . ARTICLE II OFFICERS 2.1 In General. The Officers of the Advisory Council shall consist of a President, a Vice President, a Secretary, a Treasurer, and such other officers or assistant officers as may be elected annually by the general members of the Advisory Council. 2.2 Qualifications of Officers. Officers shall be at least eighteen (18) years old, shall be citizens of the United States, have a child enrolled in Paxon School for Advanced Studies in the International Baccalaureate Program at the time their term begins and must reside within the State of Florida at the time of their election.
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2.3. President. The President shall be the chair of the Advisory Council and shall give general supervision and direction to the affairs of the Advisory Council. No monies of the Advisory Council shall be paid out without the President’s consent and approval, or as may be otherwise prescribed by resolution of the Officers of the Advisory Council. 2.4. Vice President. The Vice President shall act in the case of the absence or disability of the President and shall have other duties as may be assigned by the President. 2.5. Secretary. The Secretary shall give notice of all meetings of the Advisory Council for which notice is required, shall keep the minutes of the proceedings of the members, and shall maintain the general records of the Advisory Council. 2.6. Treasurer. The Treasurer shall be responsible for the maintenance of proper financial books and records of the Advisory Council, and shall have custody of its funds and other assets. The Treasurer shall disburse the funds of the Advisory Council as may be ordered by the Advisory Council, taking proper vouchers for such disbursements, and shall render to the President and the membership at large, at the regular meetings of the Advisory Council, or when the Officers so require, an account of all transactions as Treasurer and of the financial condition of the Advisory Council. In case of the Treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the Treasurer’s possession or under his or her control belong to the Advisory Council. 2.7. Other Authority and Duties. Each Officer, employee, and agent of the Advisory Council shall have such other duties and authority as may be conferred upon him or her by the Officers or delegated to him or her by the President. 2.8. Resignation and Removal. An Officer may resign at any time by written notice filed with the Secretary. An Officer may be removed, with or without cause, by a majority of the full slate of Officers. In the event of a resignation, the President may appoint a person to fulfill the position for an interim period until an election can be held. ARTICLE III MEMBERS 3.1. Qualifications. In order to further the purposes of the Advisory Council, members must have a child or grandchild enrolled as a student in the International Baccalaureate Program at Paxon School for Advanced Studies, in Jacksonville, Florida during the term of their membership. ARTICLE IV GOVERNANCE 4.1. Authority. The Officers shall manage the business and affairs of the Advisory Council and may exercise all powers of the Advisory Council, subject to any restrictions imposed by law, the Articles of Incorporation, or these Bylaws.
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4.2. Meetings. General membership meetings of the Advisory Council should be held approximately each month that school is in session, with the exception of December and the last month of the school year. 4.3. Elections. Elections shall take place in April or May of each year. Each Officer shall hold office until his or her successor has been elected, or until his or her earlier resignation, removal from office, or death. Any two or more offices may be held by the same person, except that the same person shall not be both President or Vice President and Secretary. 4.4. Notice. The Secretary must provide for the time and the place of all meetings, and notice of such regular meetings must be given at least 1 week prior to the meeting. 4.5. Special Meetings. Special meetings of the Officers may be called by the President or by any two (2) Officers of the Advisory Council, and written notice of the time and place of such meeting shall be given to each Officer by first class or air mail, by fax or by email, or in person at least two (2) days before the meeting. Any Officer may execute a waiver of notice either before or after any meeting, and shall be deemed to have waived notice if he or she is present at such meeting. The business to be transacted at, or the purpose of, any meeting of the Advisory Council should be stated in the notice of such meeting. Any meeting may be held at any place within Duval County. 4.6. Quorum. A majority of members of the Advisory Council present at any time shall constitute a quorum for the transaction of business at any meeting, but in no event shall the total members present, including Officers, be less than 11 from which a quorum is taken. 4.7 Adjournments. A meeting of the Advisory Council, whether a quorum is present, may be adjourned by a majority of the members present to reconvene at a specific time and place. It shall be necessary to give notice of the reconvened meeting or of the business to be transacted to the general membership. At any such reconvened meeting at which a quorum is present, any business may be transacted that could have been transacted at the meeting that was adjourned. 4.8. No Compensation. No salaries shall be paid to members or Officers for their services in such capacity, but a majority of the full slate of Officers may authorize reimbursement of expenses incurred by an Officer or Officers on behalf of the Advisory Council. ARTICLE V MISCELLANEOUS 5.1. Depositories. All funds of the Advisory Council, including checks and drafts made payable to the Advisory Council are the property of the Advisory Council and must be endorsed in the name of the Advisory Council and deposited to the credit of the Advisory Council in such bank, banks, or other financial institutions as the Officers may from time to time designate to act as the depository for the Advisory Council at the time of such deposit. Disbursements of the Advisory Council will be made out of the Advisory Council treasury and shall be drawn out on checks signed on behalf of the Advisory Council by both the Treasurer and the President.
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5.2 Execution of Legal Instruments. All contracts, deeds, and other instruments shall be signed on behalf of the Advisory Council by the President or by such other officer, officers, agent, or agents as the President may from time to time provide. 5.3 June 30. Fiscal Year. The fiscal year of the Advisory Council shall be from July 1 through ARTICLE VI INDEMNITY Officers, employees and agents of the Advisory Council shall be indemnified by the Advisory Council to the full extent permitted by the Florida Not For Profit Corporation Act and any successor statutes. ARTICLE VII CONFLICTS OF INTEREST Each Officer of the Advisory Council shall disclose to the President, any direct or indirect interest that such Officer has or may have in any existing or proposed transaction to which the Advisory Council is a party, by reason of such member also being a party thereto, or being an Officer, director, partner in or personally significant owner of a corporation, partnership, or other business entity that is a party to such transaction. Such member shall not vote at any meeting of Advisory Council on the transaction. ARTICLE VIII AMENDMENT OF ARTICLES OF INCORPORATION OR BYLAWS The Articles of Incorporation or Bylaws of the Advisory Council may be altered, amended or repealed at a general membership meeting upon a two-thirds affirmative vote of the majority of the membership of the Advisory Council (including the Officers). Such amendments shall become effective immediately upon their adoption, unless otherwise specified, and the Bylaws under which the chapter has operated heretofore shall be deemed repealed.
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