Article 1: Name

The name of the organization shall be known as Citizens of Yelm (CY).

Article 2: Purpose of “CY”

The purpose of this organization shall be to 1) provide advocacy, education and outreach to the community about our aging school facilities and the bonds that generate revenue to fund new school construction and maintenance; 2) provide advocacy, education and outreach to the community about the levies that generate revenue to fund programs and services that the state does not pay for as part of the “basic education”; 3) identify opportunities to provide advocacy, education, and outreach for non profit parent groups among the school populace to promote volunteerism.

Article 3: Officers and Duties

Section 1. The officers shall be a Chair, Vice-chair, Secretary, Treasurer, Volunteer Coordinator, and General Members.

Article 5: Executive Board

The Executive Board shall consist of the officers. 

Section 1. Meetings. All officers are expected to attend scheduled Executive Board and General meetings. The Executive Board shall meet prior to the general meeting at the discretion of the chair. The chair & secretary shall create and provide an agenda. 

Section 2. Motions. All Executive Board members have the right to propose motions. 

Section 3. Voting. The membership must vote for the Executive Board. All officers, with the exception of the Chair, have the right to one vote. If a vote results in a tie, the Chair shall cast the deciding vote. 

Section 4. Simple Majority. The Executive Board may not carry out any business unless a quorum is established. 

Section 5. Approval of Budget & By-laws. The Executive Board will review and approve the budget and by-laws at the first meeting of each CY term. 

Section 6. Annual Financial Audits. The Executive Board shall identify a minimum of (2) people to perform a yearly examination [audit] of CY financial records.  See Article 11 Section 5.

Section 7. Succession. Upon completion of their term of office, Executive Board members shall turn over all CY documents and information to incoming Board members. 

Article 6: Terms of Office

Officers are elected for one year and may serve no more than (2) consecutive terms in the same office unless the CY is in danger of dissolution due to the lack of volunteers running for board member positions. In that case, every effort should be made to seek new board members to avoid volunteer burn-out.  

Article 7: Removal from Office

Any officer who, without valid excuse and notification, fails to attend (3) consecutive General meetings, is found to be corrupt, acts/behaves in a manner that brings dishonor to OR negates the purpose and/or goals of the CY or misses (3) consecutive Executive Board meetings shall have their office declared vacant. Officers will be removed from office by a two-thirds vote of those present (assuming a quorum) at a regular board meeting where previous notice has been given. 

Article 8: Qualifications to Serve, Nominations and Elections

Section 1. Qualifications. The organization will accept anyone willing to serve; however, all interested parties must submit a “Volunteer Application” form through the Yelm Community Schools District Office if they will be volunteering on any school campuses. 

Section 2. Nominations. Nominations will be made on the floor by the members/public. Voting shall be by voice vote. If more than one person is running for an office, a ballot vote shall be taken. 

Section 3. Elections. Annual elections shall take place during the May General meeting of each school year. At a minimum, a written notice of upcoming elections shall be sent out to the members/public one month prior. However, alternative methods of communications should be used to notify Yelm Community Schools families and staff of upcoming elections. The new Executive Board shall take office at a “Hand-off” meeting that should occur BEFORE the last day of the school year, in which both incoming and outgoing board members must attend in order to hand off all records and any questions can be addressed. See Article 5 Section 7

Article 9: Meetings & Establishing a Quorum

Section 1. Board Meetings. Board meetings shall be held monthly throughout the school year at a time and place determined by the executive board. 

Section 2. General Meetings. General meetings are designed for the community/public and shall be held as needed during a school year. The Secretary is responsible for filing Facilities Use Form if needed and notifying the community/public of an upcoming general meeting at least one week prior to the meeting date.

Section 3. Special Meetings. Special meetings may be called as required to conduct business as determined by the governing body. Meetings shoud be announced by the Secretary at least 10 days before the meeting. 

Section 4. Quorum. A quorum shall be established at each board meeting by a simple majority of “filled board positions” in attendance. 

Article 11: Committees

All committees hold no specific voting rights, and all decisions are decided by CY board. The committees serve as a platform for more volunteers to become involved and make recommendations to the board. A board member is appointed as committee chair in charge. 

Article 11: Finances

Section 1. Approval.  No account or charge shall be made or authorized by any CY member except as authorized by the Executive Board. 

Section 2. Check signatures. All checks over $200 dollars require two signatures. The first signature should be that of the member of the Executive Board and written below the signature line to show that two signatures are required. The second is that of another Executive Board member authorized to sign checks.

Section 3. Fiscal year. The fiscal year shall start July 1st, ending June 30th of the following year.

Section 4. Minimum balance.  There shall be a minimum balance of $3000.00  in the general fund at the end of the fiscal year, to allow for carry over into the next fiscal year.

Section 5. Annual audit. Prior to the last board meeting of the fiscal year an audit must be completed. The Treasurer shall prepare a financial statement to be reviewed by the Audit Committee.  The Audit Committee shall consist of 2 individuals, not current board members, chosen by the CY President and Vice-President. At the conclusion of the Audit, the Auditors shall submit a signed and dated statement to the Executive Board as to the condition of the financial affairs of the CY. The Treasurer is NOT allowed to be present during the auditing process. An Audit shall also be performed when the office of Treasurer changes mid-year BEFORE the out-going Treasurer leaves office. In this case, a specific cut-off date for completion of the audit shall be imposed by the remaining board members. An Audit may also be requested anytime anyone suspects that anything improper has occurred with the books or finances. 

Section 6. Bank Cards. The outgoing “signees” shall provide banking signature cards at the hand off meeting at the end of their term to the Treasurer. In addition, both the new and outgoing card holders must go to the bank to remove outgoing members from the account and give the incoming members financial access, this shall happen in conjunction with the hand off meeting. Financial access shall be granted to the Treasurer and one other current Board Member only. CY Board may appoint the 2nd bank access as they see fit. All old banking cards shall be destroyed at the bank and new ones created. 

Section 7. Ordering Checks. The Treasurer is authorized to order additional checks as needed to operate the organization as efficiently as possible.

Article 12: Amendments

These by-laws may be amended at any regular or special meeting, provided that previous notice that the by-laws were going to be reviewed or changed was given in writing 10 business days prior to the meeting. The by-laws may be amended after the proposed amendment has been set before the membership and having received 75% of the favorable vote by the Executive Board. 

Article 13: Dissolution of Citizens of Yelm

Upon dissolution of this organization, after paying or adequately providing for the debts and obligations of the CY, the remaining assets shall be distributed to the individual schools’ parent/teacher groups funds. 

If YCS parent/teacher groups ceases to exist, remaining CY assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (4) 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 14: Conflict of Interest Policy

Section 1. Purpose. The purpose of the conflict of interest policy is to protect this tax-exempt organization’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations. 

Section 2. Definitions. 

a. Interested Person. Any director, principal officer, or member of a committee with governing board-delegated powers who has a direct or indirect financial interest, as defined below, is an interested person. 

b. Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

     i. An ownership or investment interest in any entity with which the organization has a transaction or arrangement; 

    ii. A compensation arrangement with the organization or with any entity or individual with which the organization has a transaction or arrangement; or 

    iii. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the organization is negotiating a transaction or arrangement. “Compensation” includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

 A financial interest is not necessarily a conflict of interest. Under Section 3b, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists. 

Section 3. Procedures. 

a. Duty To Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board-delegated powers who are considering the proposed transaction or arrangement.

 b. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide whether a conflict of interest exists. 

c. Procedures for Addressing the Conflict of Interest.

     i. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. 

    ii. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. 

    iii. After exercising due diligence, the governing board or committee shall determine whether the organization can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. 

    iv. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.

d. Violations of the Conflict of Interest Policy. 

    i. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. 

    ii. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines that the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. 

Section 4. Records of Proceedings. The minutes of the governing board and all committees with board delegated powers shall contain: 

a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest; the nature of the financial interest; any action taken to determine whether a conflict of interest was present; and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed. 

b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement; the content of the discussion; including any alternatives to the proposed transaction or arrangement; and a record of any votes taken in connection with the proceedings. 

Section 5. Compensation. 

a. A voting member of the governing board who receives compensation, directly or indirectly, from the organization for services is precluded from voting on matters pertaining to that member’s compensation. 

b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the organization for services is precluded from voting on matters pertaining to that member’s compensation. 

c. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation. 

Section 6. Annual Statements. Each director, principal officer, and member of a committee with governing board-delegated powers shall annually sign a statement which affirms that such person: 

• Has received a copy of the conflict of interest policy; 

• Has read and understood the policy; 

• Has agreed to comply with the policy; and 

• Understands that the organization is charitable and that in order to maintain its federal tax exempt status it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. 

Section 7. Periodic Reviews. To ensure that the organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects: 

a. Whether compensation arrangements and benefits are reasonable, are based on competent survey information, and are the result of arm’s length bargaining. 

b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in inurement, impermissible private benefit, or an excess benefit transaction. 

Section 8. Use of Outside Experts. When conducting the periodic reviews as provided for in Section 7, the organization may, but need not, use outside advisers. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring that periodic reviews are conducted

 These By-laws were approved and adopted by the membership on May 30, 2024