Bylaws

April 2014
Nullify amendment to have FOSB write the parent handbook and pass the responsibility to the Salmon Bay admin with the understanding that it is a shared document needing FOSB feedback and will be available on the first day of school.
May 2013
Amend bylaws eliminating number of directors to allow anyone who wants to be a director in FOSB to be a director.
September 2012
The bylaws will be amended soon to reflect changes from last year, namely, new language regarding the publication of an annual report, as well as a parent handbook, and the increase of the maximum number of directors to the board, which reflects growing attendance at FOSB meetings.
May 2012
FOSB will provide a parent handbook each year, as well as an annual report every other year, published and available by whatever means are commonly used at the time
May 2010
We amended bylaws to increase number of directors to 40 with 10 automatically elected and up to 20 additional elected at the annual meeting.  We will leave up to 10 spaces for the fall, so new members can still join then.

Adopted February 2009

ARTICLE I – PURPOSES

Friends of Salmon Bay (FOSB) consists of the adult community that is associated with the students who attend Salmon Bay K-8 School (the school). Additionally, students of a formal government body, if any, are also considered to be part of FOSB. FOSB’s purpose is to support and supplement the educational environment established and overseen by the educators, staff members and administrators who teach and interact with these children. Our specific purposes include:
a. To raise and distribute funds in ways which enrich and enhance the learning environment at the school.
b. To help educate the adults who are part of the school community on matters of interest.
c. To encourage the growth of community at the school among and between guardians and parents, educators, staff members, administrators and children.
d. To support the educators and administrators to the benefit of the children at the school.
e. To contribute the collective efforts to improve the education system in the Seattle School District and the State of Washington.
f. To foster and maintain strong connections with the communities of which the school is a part.
g. To effectively and efficiently administer FOSB.

ARTICLE 2 – FOUNDING PRINCIPLES

FOSB was created in 2008 through the merger of two pre-existing parent groups, one focusing on K-5 families, and one focusing on 6-8 families. The merger was intended to allow the parent community to act with a unified voice, to promote greater efficiency of operations, and to better serve the greater school community. The merger was also meant to capture the best benefits of the two entities and the families they served. In the case of the elementary families, this included continuing to foster a close relationship between parents/guardians and elementary educators, and supporting the educators’ desire to provide the supplementary art, music, physical education and core-subject instruction that enrich and deepen the elementary education experience. At the middle school level, this included working to support and foster the greater independence children need both socially and educationally as they enter the transitional middle school years, and to support the desire of the middle school educators to supplement these students’ classroom-based learning with service learning, winter enrichment and environmental education. Historically, when all sources of funds are taken into account, including both funds donated to the entities and those parents or guardians paid directly for activities and events, the two parent bodies raised (or oversaw) and spent approximately the same amount per student per year. The merged entity expects to continue this ratio into the future.

ARTICLE 3 – FOSB MEMBERSHIP

Section 1. Qualifications for Membership. All persons who are the parents or guardians of a child attending the school, or a teacher, or any paid staff member of the school. Students of a formal student body government, if any, may attend meetings.
Section 2. Governance. FOSB is governed by a Board of Directors (the Board). The Board shall manage the affairs of FOSB and have the power to transact necessary business between meetings of the members, and other such business as may be referred to it by the membership.
Section 3. Voting Rights. Each member entitled to vote with respect to the subject matter of an issue submitted to the membership shall be entitled to 1 vote upon each such issue. One representative of a K-5 formal student body government and 1 representative of a 6-8 formal student body government, if any, is likewise entitled to 1 vote each with respect to the subject matter of any issue submitted to the members. Members may submit his or her individual vote in writing, provided that the written proposal voted upon remains substantially unchanged (as determined by the Officers in attendance), as stated on the agenda or, in the case of electing a slate of Officers or Directors at the annual meeting, unchanged from the slate. Such votes in writing must be submitted to either Co-Chair or his/her designee and must be read aloud when votes are tallied.

ARTICLE 4 – MEMBERSHIP MEETINGS

Section 1. Annual Meeting. An annual meeting of FOSB shall be held in the month of May, or at such other time as designated by the Board, for the purpose of holding elections and conducting any other business deemed necessary by the Board.
Section 2. Special Meetings. Special meetings may be called by either Co-Chair, the Board, or not less than 25 members for any purpose.
Section 3. Notice of Meetings. The Board shall provide notice to the membership of all and any annual or special meetings, by whatever means are commonly in use at the time. Said notice must state the place, date and time of the meeting and, in the case of a special meeting, the purpose(s) for which the meeting is called. In the case of either meeting, notice must be provided not less than 20 days nor more than 50 days prior. In the case of a special meeting, if the Board neglects or refuses to issue a notice, the person(s) making the request may do so and may fix the date, time and place for such meeting, and must provide notice not less than 10 days nor more than 50 days prior to said special meeting.
Section 4. Place of Meetings. All meetings of the membership, particularly those requiring a vote, shall be held at the principal office of the Board or at such other place within the City of Seattle as designated by the Co-Chairs or the Board, or by the membership entitled to call a special meeting.
Section 5. Quorum. Quorum is defined as 20 members entitled to vote and represented in person, none of whom are current Officers or Directors. If quorum is not present at a meeting of the membership, a majority of the membership so represented may adjourn the meeting without further notice. A quorum is required for all decisions of FOSB.
Section 6. Manner of Acting. A majority vote of the membership, said votes submitted either in person or in writing as noted in Article 3, Section 3, shall be necessary for the adoption of any matter voted upon by the membership or for the election of Officers and Directors, unless a greater proportion is required by applicable Washington law, the Articles of Incorporation or these Bylaws.
Section 7. Action by the Membership Without a Meeting. Any action which could be taken at a meeting of the membership may be taken without a meeting if a written consent setting forth the action so taken is signed by 100 members entitled to vote with respect to the subject matter thereof. Such written consent may be signed in 2 or more counterparts. Any such written consent shall be inserted into the minutes as if it were the minutes of a meeting of the membership.
Section 8. Meetings by Telephone. The membership may participate in a meeting of the membership by means of a conference call or similar communications equipment in which all participants can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting and shall count toward reaching a quorum.

ARTICLE 5 – BOARD OF DIRECTORS

Section 1. Number. The Board shall consist of up to 30 Directors. The number of Directors may be changed by amendment to these Bylaws, provided that no decrease in the number shall have the effect of shortening the term of any incumbent Director. The following members are automatically Directors: each elected Officer, either the Principal or Assistant Principal as determined by the Principal, 1 representative of the K-2 faculty, 1 representative of the 3-5 faculty, and 2 representatives of the 6-8 faculty.
Section 2. Qualifications. Directors must be members of FOSB. The Board may amend these Bylaws to establish additional qualifications. A Director is a trustee of FOSB. Along with other Directors and Officers, each Director is responsible for oversight of all FOSB activities, especially those involving the organization’s governance and finances. More details of Officer duties can be found in the FOSB Job Description Guidelines document.
Section 3. Election of Directors. In addition to the automatic Directors defined in Article 5, Section 1 , there may be up to 20 additional Directors of the Board, who shall be elected each year by the membership at the annual meeting of the membership. Up to 15 Directors may be elected at that annual meeting, and candidates must announce their intention to either Co-Chair or the Secretary prior to the regular April board meeting. The remainder of the Directors can be elected at the regular November meeting and may announce their intention at that regular meeting.
Section 4. Term of Office. Unless a Director dies, resigns or is removed, he or she shall hold office until June 30 of the school year in which he or she was elected, or until his or her successor is elected, whichever is later. Directors elected at the annual meeting are elected for the following school year.
Section 5. Resignation. Any Director may resign at any time by delivering written notice to the Board, or by giving oral or written notice at any meeting. Any such resignation shall take effect at the time specified, or if the time is not specified, upon delivery of the notice.
Section 6. Removal. At a meeting of the Board called expressly for that purpose, 1 or more Directors may be removed from office, with or without cause, by a vote of 2/3 of the Directors then in office. If a Director is removed from office, the Board must notify the membership of the circumstances of the removal within 7 days of the meeting at which the removal occurred.
Section 7. Vacancies. A vacancy created by the death, removal, or resignation in the position of Director may be filled by a majority vote of the remaining Directors through less than a quorum of the Board, for the unexpired portion of the term, or for a new term approved by a majority vote of the remaining Directors
Section 8. Board Committees. The Board may designate and appoint one or more standing or temporary committees, each of which shall consist of 2 or more members. The Board shall review and oversee the responsibilities for each such committee, and shall review those responsibilities at least every other year. All such committees can establish for themselves rules of quorum and manner of acting.
Section 9. Compensation. The Directors shall receive no compensation but may receive budgeted reimbursements.

ARTICLE 6 – BOARD MEETINGS

Section 1. Regular Meetings. The Board shall meet in regular session at least 6 times per year, said meetings to be open to all members, except when in executive session.
Section 2. Special Meetings. Special meetings of the Board or any committee designated and appointed by the Board may be called by or at the written request of either Co-Chair or any 2 Directors, or, in the case of a committee meeting, by the Chair of the committee.
Section 3. Notice of Meetings. The Board shall provide notice by September 30 of each school term, by whatever means are commonly in use at the time, the schedule of regular board meetings for that school term. In the case of special meetings, the Board shall provide notice, by whatever means are commonly in use at the time, not less than 10 days nor more than 50 days prior to said meeting.
Section 4. Place of Meetings. All meetings of the Board, particularly those requiring a vote, shall be held at the principal office of the Board or at such other place within the City of Seattle as designated by the Co-Chairs or the Board, or by the membership entitled to call a special meeting.
Section 5. Agendas. The Board shall set and publish an agenda, by whatever means are commonly in use at the time, before the meeting.
Section 6. Quorum. Quorum is defined as a majority of the number of Directors, represented in person. If a quorum is not present at a meeting, a majority of the Directors present may adjourn the meeting without further notice. A quorum is required for all decisions of the Board, whether by reaching consensus or by vote.
Section 7. Manner of Acting. The normal and preferred basis for decision-making at Board meetings shall be to reach consensus. Consensus shall
mean unanimous consent or lack of blocking objections. Consensus is defined as a facilitated process in which three attempts to reach consensus are made in order to assure that members wishing to speak can be heard. If the Co-Chairs conclude that consensus is not likely to be reached and the matter requires action, either Co-Chair shall call for a vote. A 2/3 majority vote of the Directors, said votes submitted either in person or in writing as noted in Article 3, Section 3, shall be necessary for the adoption of any matter voted upon by the Board, unless the vote of a greater number is required by these Bylaws, the Articles of Incorporation or applicable Washington law. Matters not requiring immediate action may be referred to an ad hoc committee by either Co-Chair for further consideration.
Section 8. Executive Session. Officers and Directors are eligible to meet in executive session at a regular meeting, defined as when the Board is considering confidential or sensitive matters such as those relating to employment or the need to protect rights to privacy, or such other matters as may arise. The Board may invite individuals whom are deemed necessary for consultation. At the conclusion of the executive session, all decisions made therein shall be announced and entered into the minutes.
Section 9. Presumption of Assent. A Director present at a Board meeting at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent or abstention is entered in the minutes of the meeting.
Section 10. Action by Board Without a Meeting. Any action which could be taken at a meeting of the Board may be taken without a meeting if a written consent setting forth the action so taken is signed by at least 2/3 of the Directors. Such written consent may be signed in 2 or more counterparts, each of which shall constitute one and the same document. Any such written consent shall be inserted into the minutes of the subsequent regular Board meeting.
Section 11. Meetings by Telephone. Members of the Board or any committee designated by the Board may participate in a meeting of such Board or committee by means of a conference call or similar communications equipment in which all participants can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting and shall count towards reaching a quorum.

ARTICLE 7 – OFFICERS

Section 1. Number. There shall be a minimum of 5 Officers of the Board as follows: 1 Co-Chair and 1 Treasurer who is, at all applicable times, the parent or guardian of a student in grades Kindergarten through 5th grade, 1 Co-Chair and 1 Treasurer who is, at all applicable times, the parent or guardian of a student in 6th through 8th grade, and 1 Secretary. Other Officers and Assistant Officers may be elected or appointed by the Board, such Officers and Assistant Officers to hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as may be provided by resolution of the Board. Any Officer may be assigned by the Board any additional title that the Board deems appropriate. Any 2 or more offices may be held by the same persons except the offices of Co-Chair and Secretary.
Section 2. Qualifications. Officers shall be members of the FOSB. Officers may have such other qualifications as the Board may prescribe by amendment to these Bylaws.
Section 3. Election of Officers. The Officers shall be elected each year by the membership at the annual meeting of the membership. Candidates must announce their intent to either Co-Chair or the Secretary prior to or at the regular April board meeting. Incumbent Officers who are eligible to serve another term and who wish to remain in their position are expected to notify either Co-Chair or Secretary prior to the regular March board meeting. The
slate of candidates shall be posted by the Board in whatever manner is in use at the time no less than 3 weeks prior to the annual meeting.
Section 4. Term of Office. Unless an Officer dies, resigns or is removed, he or she shall hold office until June 30 of the school year for which he or she was elected, or until his or her successor is elected, whichever is later. Officers elected at the annual meeting are elected for the following school year.
Section 5. Resignation. Any Officer may resign at any time by delivering written notice to the Board, or by giving oral or written notice at any meeting. Any such resignation shall take effect at the time specified, or if the time is not specified, upon delivery of the notice.
Section 6. Removal. At a meeting of the Board called expressly for that purpose, 1 or more Officers may be removed from office, with or without cause, by a vote of 2/3 of the Directors then in office. If an Officer is removed from office, the Board must notify the membership of the circumstances of the removal within 7 days of the meeting at which the removal occurred.
Section 7. Vacancies. A vacancy created by the death, removal, or resignation in the position of Officer may be filled by majority vote of the remaining Directors for the unexpired portion of the term, through less than a quorum of the Board, or for a new term approved by a majority vote of the remaining Directors.
Section 8. Officer Duties. The Co-Chairs shall preside over meetings of the membership and the Board and shall be the Chief Executive Officers of the Board. The Secretary shall keep the minutes of meetings of the membership and the Board and keep other records as assigned by the Co-Chairs or the Board. The Treasurer(s) shall supervise a bookkeeper hired by FOSB and
oversee the budget and financial reports of the Board. More details of Officer duties can be found in the FOSB Job Description Guidelines document.
Section 9. General. Upon assuming office, the Officers shall be empowered to honor expenditures that have been provided for in the approved budget, or that have been previously been approved by the Board of FOSB. All books, funds and supplies belonging to FOSB shall be relinquished to the new Officers by the retiring Officers immediately upon leaving office.

ARTICLE 8 – ADMINISTRATIVE PROVISIONS

Section 1. Offices. The principal office of the Board shall be located at its registered office or such other place as the Board may designate. The Board may have such other offices, within the city of Seattle as the Board may designate or as the business of the Board may require.
Section 2. Waiver of Notice.
a. In Writing. Whenever any notice is required to be given under the provisions of these Bylaws, the Articles of Incorporation or applicable Washington law, a waiver of notice in writing, signed by the person or persons entitled to such notice, whether before or after the time stated in the notice, shall be considered equivalent to the giving of such notice.
b. By Attendance. The attendance of a member, Director or a committee member at a meeting shall constitute a waiver of notice of the meeting, except where the person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Section 3. Books and Records. The Board shall keep at its principal or registered office copies of its current Articles of Incorporation and Bylaws; correct and adequate records of accounts and finances; minutes of the proceedings of its membership and Board, and any minutes which may be
maintained by committees of the Board; records of the name, address and class, if applicable, of Directors and Officers; and such other records as may be necessary or advisable.
Section 4. Accounting Year. The accounting year of the Board shall be the 12 months ending June 30.

ARTICLE 9 – AMENDMENTS

Section 1. Articles I and II of these Bylaws shall not be amended for 3 years from the creation of the merged entity, unless such amendment is approved by the affirmative vote of at least 200 members.
Section 2. Except for Articles I and II, these Bylaws may be amended by the Board in an open session by resolution adopted by affirmative vote of not less than 2/3 of the Directors. The text of any amendment adopted by the Board shall be communicated to the membership.
The foregoing Bylaws were revised and adopted by the Board on February 12, 2009.
s/Robin Lofstrom Secretary
s/Lance Adams Co-Chair
s/John Vadino Co-Chair
 
Committee proposal – September 2014