By-Laws

Article I: Name

The name of this Association is “Aikane o Nu’uanu” (“Association”). It is the organization of parents, teachers, staff, and principal of Nu’uanu Elementary School.

Article II: Articles of Organization

The Association exists as a domestic nonprofit corporation. Its articles consist of the Articles of Incorporation and By-Laws.

Article III: Purpose

The Association is organized for the purpose of supporting the education of children at Nu’uanu Elementary School by fostering relationships among the school, parents, students, teachers, and the surrounding community.

Article IV: Objects

The Objects of this Association are promoted through an educational program directed toward parents, teachers, staff, and the general public; are developed through committees, projects, and programs; and are governed and qualified by the Basic Policies as set forth in Article V. The Objects of the Association are:

  1. To promote the welfare of children and youth in home, school, and the Nu’uanu community.

  2. To bring into closer relationships the home and the school.

  3. To encourage parents and teachers to cooperate mindfully in the development of the child.

  4. To foster between educators and the general public such united efforts that will secure for every child the highest advantages in physical, mental, and social education.

  5. To develop an organization of parents, teachers, staff, and community members who will support the school in its effort to carry out its educational goals.

Article V: Basic Policies

The following are basic policies of this Association:

  1. The Association shall be noncommercial, nonsectarian, and nonpartisan.

  2. The name of the Association or the names of any members in their official capacities shall not be used in any connection with a commercial concern or with any partisan interest or for any purpose not appropriately related to promotion of the Objects of the Association.

  3. The Association shall not -- directly or indirectly -- participate or intervene (in any way, including the publishing or distributing of statements) in any political campaign on behalf of, or in opposition to, any candidate for public office; or devote more than any substantial part of its activities to attempting to influence legislation, propaganda, or otherwise.

  4. The Association shall cooperate with the school to support the improvement of education in ways that will not interfere with the administration of the school and shall not seek to control their policies.

  5. In the event of the dissolution of the Association, its assets shall be distributed to Nu’uanu Elementary for one or more of the exempt purposes specified in Section

501(c)(3) of the Internal Revenue Code.

Article VI: Membership and Dues

Section 1. Membership

Membership shall be made available to any parent, guardian, teacher, or individual who subscribes to the Objects and Basic Policies of this Association, subject only to compliance with the provisions of the by-laws provided herein. Membership in this Association shall be available without regard to race, color, creed, or national origin.

Section 2. Enrollment

The Association shall conduct an annual enrollment of members and collection of membership dues, but persons may be admitted to membership at any time during the academic year.

Section 3. Dues

The annual dues to the Association will be decided by the Executive Board each year. If dues are charged, a member must have paid his or her dues at least fourteen (14) calendar days before a meeting to be considered a member in good standing with voting rights.

Article VII: Officers and their Election

Section 1. Officers

  1. The officers of this Association shall consist of a President, Vice-President, Treasurer, Secretary, Fundraising, Communications and Events.

Section 2. Election

  1. Officers shall be elected not later than May 31st each year by the general membership. If there is more than one nomination for any position, an election by ballot is required. However, if there is but one nominee for any office, an announcement will be sufficient.

  2. Each candidate for office must be a member in good standing of the Association, as defined by Article VI “Member in Good Standing.”

  3. Officers shall assume their official duties on August 1st, following their election, and shall serve for a term of one year and until the election and qualification of their successors.

  4. There shall be a Nominating Committee composed of three members not in consideration for the upcoming Board, who shall be selected by the Executive Board, as defined in Article VIII. The Nominating Committee has the discretion to appoint a chairperson.

  5. The Nominating Committee shall prepare a slate of officers to be submitted to the general membership at least two weeks before the last day of the current academic year. Further nominations of officers may be made from the floor.

  6. Only those persons who have signified in writing either by letter, memorandum, or email to an official member of the Nominating Committee their consent to serve, if

elected, shall be nominated for or elected to such office.

Section 3. Vacancy

        1. If there is a vacancy in the office of President, the Vice-President shall serve as

President.

        1. A vacancy occurring in any other office shall be filled for the unexpired term by a person elected by a majority vote of the remaining members of the Executive Board; three days-notice of such election having been given. Notice will be sent primarily via email or website.

Section 4. Removal from Office

Any Executive Board officer may be removed from office by a recommendation of the Executive Board or a motion from a member where previous notice has been given. In either case, removal is effective upon a two-thirds vote of the Board present, when quorum is present. Grounds for

removal consist of the following:

  • Missing three Executive Board and/or Board meetings during an academic year, provided that the officer had insufficient cause to miss the meetings;

  • Negligence, misconduct, or conduct detrimental to the Association in the performance of the officer’s duties;

  • Unsatisfactory performance of the officer’s duties.

  • An officer subject to a motion or recommendation of removal shall be given the opportunity to submit, in writing, an explanation for his or her conduct, for consideration by the Executive Board and the membership prior to its vote. The Executive Board, or the membership by simple majority, may also, if it deems it necessary, establish a review committee to gather relevant information and present its findings to the membership prior to a vote on removal.

Article VIII: Duties of the Executive Board

The Executive Board consists of a President, Vice-President, Treasurer, Secretary, Fundraising, Communications and Events.

Section 1. President

The President shall preside at all meetings of the Association and of the Executive Board at which he or she may be present; shall perform such other duties as may be prescribed in these by-laws or assigned to him or her by the Association or by the Executive Board; serve as an ex-officio member of all committees except the Nominating Committee; shall coordinate the work of the officers and committees of the Association in order that the Objects may be promoted; shall serve as an unbiased party and not vote on any matters except in the case of a tie where the President shall cast the deciding vote.

Section 2. Vice-President

The Vice-President shall act as aides to the President and shall, in their designated order, perform the duties of the President in the absence or disability of that officer to act.

Section 3. Treasurer

The Treasurer shall maintain an accurate account of the Association’s funds, and review and present a Financial Report of the Association at every meeting of the Board.

Section 4. Secretary

The Recording Secretary shall record the minutes of all meetings of the Association and of the Executive Board, prepare meeting notices, and shall perform such other duties as may be delegated to him or her.

Section 5. Fundraising

Fundraising shall manage all fundraising activities of the Association and perform such other duties as may be delegated to him or her.

Section 6. Communications

Communications shall handle the marketing, communications, and correspondence of the association, and perform such other duties as may be delegated to him or her.

Section 7. Events

Events shall manage all events and general membership meetings of the Association and perform such other duties as may be delegated to him or her.


Section 8. Duties

The duties of the Executive Board shall be to:

        1. Perform the duties prescribed in Robertʻs Rules of Order Revised in addition to

those outlined in these by-laws and those assigned from time to time.

        1. Deliver to their successors all official material no later than ten (10) days following the announcement of the election of their successors. Official materials include but are not limited to documents relating to the positions, financial statements, policies and procedures, minutes, and/or anything that is relevant to the position.

        2. Transact necessary business in the intervals between Association meetings and such other business as may be referred to it by the Association;

        3. Create standing committees;

        4. Approve the plans of work of the standing committees;

        5. Audit the Treasurer's accounts, annually;

        6. Prepare and make available to the Association a budget for the fiscal year.

        7. The Executive Board is charged with the management and controls allowed in the by-laws provided herein and of the professional and business affairs of this Association, including the hiring and supervision of the staff under the Association.


Section 9. Compensation

The officers of the Association shall not receive any stated salary for their services.

Article IX: Board of Directors

Section 1. Members

The Board of Directors shall consist of the Executive Board, chairpersons of the standing committees, principal of Nu’uanu Elementary School , PCNC representative, and teacher representatives. The members of the Board of Directors shall serve until the election and qualification of their successors.

Section 2. Meetings

Regular meetings shall be fixed by the Executive Board at or before the first meeting of the year. Half of the members of the Board plus one shall constitute a quorum. Special meetings of the Board may be called by the President or by a majority of the members of the Board. Notices of Board meetings will be sent primarily via email or posted on the website of the Association; no less than seven (7) calendar days-notice shall be given of each Board meeting.


Section 3. Voting.

All members of the Executive Board, chairpersons of standing committees, and one teacher representative shall have voting rights at meetings of the Board. The teacher representative(s) shall appoint the member with voting rights at the board meeting.


The principal and PCNC representative may be invited to the meeting as non-voting advisors and guests.


If there is a potential conflict of interest, the party with the conflict of interest must recuse themselves from voting.


The President shall serve as an unbiased party and not vote on any matters except in the case of a tie where the President shall cast the deciding vote.

Section 4. Duties

All Board members shall:

  1. Perform the duties prescribed in Robert’s Rules of Order Revised in addition to those outlined in these by-laws and those assigned from time to time;

  2. Present a report at the regular meetings of the Association;

  3. Approve the annual budget of the Association for the academic year;

  4. Approve any expenditure exceeding the limits of the annually approved budget.


Section 5. Removal and vacancies.

Refer to Article VI, Section IV.

Article X: Standing and Special Committees

Section 1. Standing Committee

The Executive Board may create such standing committees as it may deem necessary to promote the objects and carry on the work of the Association. The terms of each chairperson shall be one academic year.


Section 2. Consent

No committee work shall be undertaken without prior consent of the Board.

Section 3. Duties

The chairperson of each standing committee shall:

  1. Create a proposal of the projects, to include but not limited to, a financial proposal and dates of events, to the Board for approval;

  2. Implement and lead the project plan(s).

Article XI: Association Meetings

Section 1. Membership meetings

The membership meetings of the Association shall be held at least twice during the academic year. The date and time of such meetings shall be determined by the Board. Notices of meetings will be sent primarily via email or posted on the website; No less than seven (7) days- notice shall be given of each membership meeting.

Section 2. Special meetings

Special meetings may be called by the President or Executive Board with three (3) days-notice having been given.


Section 3. Annual membership meeting

The annual membership meeting shall be in the first quarter of the academic year.

Section 4. Quorum

Fifteen (15) members shall constitute a quorum for the transaction of business in any membership meeting of this Association.

Article XII: Finances

Section 1. Fiscal Year

The fiscal year of the association shall begin on August 1 and end on the following July 31.

Section 2: Banking

All funds shall be kept in a checking account in the name of Aikāne o Nu’uanu, requiring two signatures of the Executive Board and held at a local financial institution.

Section 3. Ending Balance

The Association shall retain a minimum of $10,000 in the savings account and $5,000 in the checking account at all times.


Section 4. Contracts

Authority to sign contracts is limited to the President or the President’s designee.

Section 5. Reports

A written Treasurer’s report shall be given at every Board meeting. This report must include a statement of all transactions on behalf of the Association, including income, refunds, reimbursements, and other expenditures, and opening and closing balances for the applicable reporting period.

Section 6. Auditing

The Treasurer's accounts shall be examined annually by an auditor or an auditing committee who, satisfied that the Treasurer's report is correct, shall sign a statement of that fact at the end of the report.

Section 7. Business Manager

The Executive Board may employ a business manager who shall have custody of all the funds of the Association; shall keep a full and accurate account of the financial transactions of the Association; and shall make disbursements in accordance with the approved budget as authorized by the Board.

Section 8. Dissolution

In the event that the Association is dissolved, all remaining funds shall be turned over to the Nu’uanu Elementary School administration for use at the principal’s discretion. All checking and savings accounts and all treasury documents shall be retained by the Nu’uanu Elementary school administration until such time as a reinstatement of an active PTO organization.

Article XIII: Parliamentary Authority

Robert's Rules of Order Revised shall govern the Association in all cases in which they are applicable.

Article XIV: Emergency Situations

No officer or member of the Association will be held accountable for failure or delay to perform duties and obligations pursuant to these bylaws, where such duties and obligations have become practicably impossible because of circumstances beyond the reasonable control of the party(ies).


Such circumstances include, without limitation to, natural disasters or acts of God; acts of terrorism; labor disputes or stoppages; war; government acts or orders; epidemics, pandemics or outbreak of communicable disease; quarantines; national, state or local emergencies; or any other cause, whether similar in kind to the foregoing or otherwise (collectively, “Emergency Situation”), beyond the party’s reasonable control. Should an Emergency Situation occur, the Association, when feasible, will make a good faith effort not to cancel but reschedule the pertinent obligations and/or deliverables of the impacted party(ies) on dates as soon as practicable after the Emergency Situation ceases to exist or, whenever the Board has determined it is safe to proceed with said obligations and/or deliverables.


Article XV: Amendments

These by-laws may be amended or repealed, or new by-laws may be made and adopted, by a majority vote of the members present at any annual meeting or special meeting, if such meeting specifies such action as a purpose thereof.