Bylaws of Cologne Academy PAVE Committee
Article I – Name and Purpose
Section 1: Name – The name of the organization shall be Cologne Academy PAVE Committee. The Employee Identification Number is: 27-1346464. It shall be a nonprofit organization incorporated under the laws of the State of Minnesota. PAVE is organized exclusively for the charitable, scientific, literary or educational purposes within the meaning of Section 501 (c)(3) of the Internal Revenue code.
Section 2: Purpose – Cologne Academy PAVE Committee is for the purpose of supporting the education and enrichment of children at Cologne Academy by fostering relationships among the school, parents, and staff.
Article 11 – Membership and Meetings
Section 1: Membership – Membership shall consist of the Directors on the PAVE Executive Committee and all parents or legal representatives of students at Cologne Academy and Cologne Academy staff members. Cologne Academy PAVE Committee does not charge dues to its membership.
Section 2: Meetings – Meetings will be held once a month during the school year, with the exception of December.
Article III – PAVE Executive Committee
Section 1: Committee Role, Size and Compensation – The Executive Committee is responsible for overall policy and direction of the organization and delegates responsibility of day-to-day operations to PAVE members and sub-committees. The Executive Committee shall have up to seven (7), but not fewer than three (3) Directors. The Directors receive no compensation other than reasonable expense reimbursements.
Section 2: Terms – Most Executive Committee Directors shall serve two-year terms, the Staff Liaison will serve a one-year term, but all are eligible for re-election for up to five consecutive terms.
Section 3: Meetings and Notice – The Executive Committee shall meet at least quarterly, at an agreed upon time and place. An official meeting requires that each Executive Committee Director have written notice at least one week in advance.
Section 4: Executive Committee Elections – During the last quarter of each school year, the Executive Committee shall elect Directors to replace those whose terms will be expiring at the end of the school year. This election shall take place during the PAVE Executive Committee meeting in April or May, called in accordance with the provisions of these bylaws.
Section 5: Election Procedures – A Candidate Profile form and Executive Committee role descriptions will be distributed via electronic communication to the entire PAVE membership. Members considering a Director role must submit their intent to the current PAVE Executive Committee no later than two weeks prior to the election. If a role is uncontested, new Directors shall be elected by a majority of current Directors present at such a meeting, provided there is a quorum present. Roles that have multiple applicants will be elected by the general
PAVE membership by majority vote. New Directors elected shall serve a term beainning on the first day of the next school year.
Section 6: Quorum – A quorum must be attended by at least two-thirds of PAVE Executive Committee Directors for bylaws and policies to be amended and yearly budgets to be approved. A quorum is not necessary for everyday business transactions and decisions, only a majority vote by the
Section 7: Directors and Duties – There shall be between three (3) and seven (7) Directors on the Executive Committee, consisting of a Chair, Vice-Chair, Treasurer, Secretary, Volunteer Coordinator, Staff Liaison and Communications Coordinator.
Section 8: Vacancies – When a vacancy on the Executive Committee exists mid-term, the Secretary must receive nominations for new Directors from members two weeks in advance of a Executive Committee meeting. These vacancies will be filled by appointment by the PAVE Executive Committee only to the end of the particular Executive Committee Director’s term.
Section 9: Resignation, Termination, and Absences – Resignation from the Executive Committee must be in writing and received by the Secretary. A Director shall be terminated from the Executive Committee due to excess absences, more than two unexcused absences from Executive Committee meetings in a year. A Director may be removed for other reasons by a two-thirds majority vote of the remaining Directors.
Section 10: Special Meetings – Special meetings of the Executive Committee shall be called upon the request of the Chair or one-third of the Executive Committee Directors. Notices of special meetings shall be sent out by the Secretary to each Director at least one week in advance.
Section 11: Power and Authority – The Directors have the power to amend the articles of incorporation and bylaws. The management of affairs of the organization shall be vested to the PAVE Executive Committee, as defined by the organization’s bylaws. No Director shall have any right, title, or interest in or to any property of the organization.
Article IV – Sub-Committees
Section 1: Committee Formation – The PAVE Executive Committee may create sub-committees as needed, such as for fundraising or events. The PAVE Executive Committee Chair appoints all sub-committee chairs.
Article V – Management of Finances Section 2: Finance & Fundraising Committee – The Treasurer is the Chair of the Finance Committee, which includes two other members or Directors. The Finance & Fundraising Committee is responsible for developing and reviewing fiscal procedures, fundraising plan, annual budget, and yearly tax preparations.
Section 3: Budget – The Executive Committee must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the PAVE Executive Committee.
Section 4: Fiscal Year – The fiscal year shall run from July 1st – June 30th.
Section 5: Financial Statements – Financial statements are required to be submitted to the Executive Committee showing income and expenditures. The financial records of the organization are public information and shall be made available upon request.
Section 6: Bank Accounts – The Treasurer is one signer on the checking account and there must be one additional signer.
Article VI – Personal Liability
No member or director of this organization shall be personally liable for the debts or obligations of this organization of any nature whatsoever, nor shall any of the property of the members or directors be subject to the payment of the debts or obligations of this organization.
Article VII – Duration/Dissolution
The duration of the existence of the organization shall be perpetual until dissolution. Upon dissolution of the organization, assets of the organization 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.
Article VIII – Amendments Section 1: Amendments – These bylaws may be amended when necessary by two-thirds majority of the PAVE Executive Committee, Proposed amendments must be submitted to the Secretary to be sent out with regular announcements.
These bylaws were approved at a PAVE Executive Committee meeting by a two-thirds majority vote.
Current number of Directors on PAVE Executive Committee Quorum needed to approve