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PATS Budget & Bylaws
Bylaws of Parents and Teachers at Simis, Inc.
Article I
Name
The name of this corporation shall be PARENTS AND TEACHERS AT SIMIS, INC. (Hereinafter sometimes called “PATS”)
Mission
Parents and Teachers at Simis (PATS) exists to develop and enrich student educational achievement by supporting our community of students, parents and staff at Madison Simis Elementary.Article II
Membership
Section 1. Qualification for Membership
The membership of the corporation shall be composed of all teachers and administrators employed by the Madison School District No. 38 assigned to Madison Simis Elementary and those parents and guardians of children attending Madison Simis Elementary in grades K-4.Article III
Meetings
Section 1. Chairman
The Chairman for the meetings of the members of this corporation shall be the President(s) of the corporation.
Section 2. Regular Meetings
At least four (4) regular meetings of this corporation shall be held during the school year. Dates of meetings shall be determined by the Board of Directors and announced at the first regular meeting of the year. Seven (7) days’ notice shall be given of a change of date.
Section 3. Special Meetings
Special meetings of the members of the corporation for any purpose or purposes whatsoever shall be called at any time by the President(s), or if absent or unable to act, by the Vice Presidents or by any two of the Directors, or by a majority of the members of the corporation. Notice of such special meeting is sufficient if published once in the Simis Newsletter.
Section 4. Quorum
Ten (10) members present (including board members) shall constitute a quorum for the transaction of business in any meeting of the corporation.Article IV
Board of Director
Section 1. Power
Subject to the limitations of the Articles of Incorporation and the bylaws of this corporation, and of the laws of the State of Arizona, corporate powers PATS shall be exercised by and under the authority of, and the business and affairs of this corporation shall be controlled by, a Board of Directors.
Section 2. MembersThe members of the Board of Directors shall be the President, President Elect, First Vice-President, Second Vice-President, Third Vice-President, Secretaries(s), Treasurer, Treasurer Elect and a Teacher Representative. If there is more than one individual elected to any office, each individual will have a vote and will be considered a member of the Board for the purpose of calculating a quorum.
The candidate for the Teacher Representative shall be nominated by current faculty, for inclusion in the election by the membership of the Board of Directors at its annual meeting as stated herein below.
Section 3 Annual Meetings
The annual meeting of the Board of Directors of this corporation shall be held during the month of April.
Section 4. Special Meetings
Special meetings of the Board of Directors may be held at any time at the call of the President(s) of the corporation or if absent or unable to act, by the Vice-President(s) or by any two of the Directors, or at the call of a majority of the members of the Board of Directors, or by a majority of the members of the corporation. Notice of such special meeting is sufficient if published once in the Simis Newsletter.
Section 5. Executive Board Meeting Attendance
The executive board members will attend 70% of scheduled meetings.
Section 6. Quorum
To constitute a quorum at any meeting of the Board, a majority of the Board members must be present. The action of a majority of the Board of Directors at any meeting held for the transaction of business and where a quorum is present and acting shall be valid as the act of the corporation. Half the number of board members plus one constitutes a quorum.
Section 7. Board Committees
The Board of Directors is authorized to establish such standing and ad hoc committees as it may deem appropriate. Each such committee shall, however, be responsible to the entire Board of Directors.Article V
The Board of Directors and its Election
Section 1. Titles
The Board of Directors shall consist of a President, President Elect, (3) Vice-Presidents, Secretary (ies), Treasurer, Treasurer Elect, and a Teacher Representative. Officers understand and agree to uphold these Bylaws.
Section 2. Election and Term
Members of the Board of Directors shall be elected annually in the month of April. However, if there is but one nominee for any office, election for that office may be by voice vote. With the exception of the Treasurer, Directors shall assume their official duties following the close of the final PATS meeting of the school year and shall serve for a term of one year or until their successors are elected. The Treasurer shall assume office following the end of the fiscal year. The term of the Treasurer shall be two (2) years. A person shall not be eligible to serve more than two (2) consecutive terms in the same office with the exception of the teacher representative who may serve with no fixed term provided they have yearly approval of Simis teachers and staff.
Section 3. Nominating Committee
There shall be a nominating committee composed of three members: a chairman appointed by the Board of Directors and two (2) members nominated and elected by the corporation members present at a PATS meeting. The nominating committee shall nominate an eligible person for each office to be filled, except as provided in Article IV, Section 2 hereinabove. The nominating shall report a single slate one month before the election meeting and publish the slate in the next Simis Newsletter. Additional nominations from corporation members, with the prior consent of the proposed nominee, shall be accepted up to two weeks prior to the election, after which time the nominations shall be considered closed. The revised slate shall then be published in the next Simis Newsletter.
Section 4. Vacancies
Any vacancy in an office because of death, resignation, removal, disqualification, voluntary departure from the Board, or by reason of a newly-created position on the Board, shall be filled by the Directors for the unexpired portion of such term.
Section 5. Removal
Any Director of this corporation, either elected or appointed, may be removed by a majority of either the Board of Directors or the members of the corporation whenever, in the judgment of either, the best interests of the corporation would be served. Said action may be taken only at a meeting of the corporate members called expressly for that purpose.Article VI
Duties of Board of Directors
Section 1. President(s)
The President shall preside at all meetings of the corporation and of the Board of Directors, serve as a primary contact for the principal, represent the board at meetings outside the organization, shall be an ex-officio of the corporation, coordinate the work of all the officers and committees so that the purpose of the organization is served and shall perform all the other duties usually pertaining to the office. President Elect
The President Elect shall act as aides to the President and shall perform the duties of the President in the absence of the President
Both President and President Elect positions will require a two year term.
Section 2. Vice-President(s)The First Vice¬President shall be responsible for overseeing general fundraising throughout the school year. The Second Vice¬President shall be responsible for overseeing volunteers throughout the school year. The Third Vice-President shall be responsible for overseeing community programs within the school.
Section 3. Secretary(ies)The Secretary (ies) shall keep a correct record of all meetings of the corporation and the Board of Directors and is responsible for providing a copy of the meeting minutes within 48 hours of each meeting. The Secretary (ies) shall take care of all correspondence and communications including school newsletters, web content and updates, and notifying members of their regular and special meetings as well as handle the organizations social media presence
Section 4. Treasurer(s)
The Treasurer shall keep an accurate record of expenditures; shall payout funds only as authorized by the corporations; shall present a monthly report at corporate meetings.
The Treasurer shall receive all monies of the corporation; shall keep accurate records and receipts.
The Treasurer prepares and files federal tax returns and other financial documents. The treasurer may not be related to or living in the same household as the assistant treasurer.
The Treasurer elect shall provide checks and balances and ensure the accuracy of all accounting and serve as a backup for the treasurer while learning all accounting practices in an effort to fulfill the treasurer position the following fiscal year.
Both treasurer positions are two year terms.
Section 5. Teacher Representative
The Teacher Representative shall act as liaison between the Executive Board and the teachers of Simis and shall communicate activities of PATS to the teachers and present feedback on teacher positions to Executive Board plans and decisionsArticle VII
Finances
Section 1.
A tentative budget shall be drawn up by the treasurer(s) and the president(s) over the summer for each school year and approved by a majority vote of the members present at the first regular meeting of the school year.
Section 2.
The treasurer(s) shall keep accurate records of any disbursements, income and bank account information.
Section 3.
The fiscal year shall begin July 1.Article VIII
Conflict of Interest
Section 1. Purpose
The purpose of the conflict of interest policy is to protect this tax except the organization's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an office or interested person 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. Procedures
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 executive board and committee chair members who are considering the proposed transaction or arrangement.
Executive board members, after exercising due diligence, shall determine by majority vote if the transaction or arrangement is in the best interest of PATS, for its benefit, and whether it is fair and reasonable. The executive members shall vote to determine whether to enter into the transaction or arrangement.
Any voting member of the executive board who receives compensation, directly or indirectly, due to the transaction or arrangement, will be precluded from voting.
Article IX
School Closure, Realignment, and Disposition of Funds
Section 1. Purpose and Triggering Events
This Article establishes the process the Parent and Teachers Simis (the “Corporation”) will follow if Madison Simis Elementary School (the “School”) ceases operations, is merged or reconfigured, or otherwise becomes unable to be served by the Corporation (“School Closure Event”).Section 2. Continuity and Winding-Up Steps (if applicable)
(a) Within 30 days of a School Closure Event, the Board shall convene a special meeting to: (i) assess obligations; (ii) preserve and protect assets; and (iii) adopt a plan for disposition of funds consistent with these bylaws and applicable law.
(b) Before any distribution, the Corporation shall: (i) satisfy or make provision for all liabilities; (ii) return assets held subject to reversionary conditions that occur by reason of the School Closure Event; and (iii) comply with any donor-imposed restrictions, subject to Section 5.Section 3. Order of Priority for Distributing Unrestricted Funds.
Subject to Sections 2 and 5, unrestricted funds remaining after obligations are met shall be distributed as follows, in each case to organizations that are tax-exempt under Internal Revenue Code §501(c)(3) and in good standing with the Arizona Corporation Commission:
(a) Primary Option (District Continuity). By majority vote of the Board, transfer to another parent-teacher organization or education support organization within Madison School District that pursues substantially similar purposes (supporting K–8 education in the District).
(b) Secondary Option (Arizona Education). If the District no longer operates schools or no substantially similar organization exists within the District, by majority vote of the Board transfer to one or more Arizona nonprofit organizations whose primary purpose is K–12 public education.
(c) Governmental Option (IRS fallback). If neither (a) nor (b) is feasible, distribute to a state or local government entity for public educational purposes within Arizona.Section 4. Standards for Selecting Recipient Organizations
In selecting any recipient under Section 3, the Board shall consider: alignment with the Corporation’s mission; impact on students and educators; financial stewardship; and compliance history. Recipient organizations must: (i) be recognized as §501(c)(3) public charities (not private foundations); (ii) be in good standing with the Arizona Corporation Commission; and (iii) agree that funds will be used for purposes consistent with the Corporation’s charitable mission.Section 5. Donor-Restricted and Designated Funds
(a) Honor Donor Intent. Assets restricted by a donor as to purpose or use shall be applied in accordance with the gift instrument.
(b) Impracticability or Impossibility. If a restriction becomes unlawful, impossible, impracticable, or wasteful due to a School Closure Event, the Board may seek: (i) written donor consent to release or modify the restriction; or (ii) judicial modification consistent with applicable law.
(c) Small, Old Restricted Funds. Where permitted by Arizona law, the Corporation may modify restrictions on qualifying long-standing, small funds after providing required notice to the Arizona Attorney General and the donor’s last known address, if any, and absent objection within the statutory period.
(d) Documentation. All actions under this Section shall be documented in Board minutes and maintained with the Corporation’s records.Section 6. No Private Inurement; No Member Distributions
No part of the Corporation’s net assets shall inure to the benefit of, or be distributed to, directors, officers, members, or other private persons, except that the Corporation is authorized to pay reasonable compensation for services rendered and to make payments in furtherance of its exempt purposes.Section 7. Alignment with Articles and IRS Requirements
This Article is intended to be consistent with the Corporation’s Articles of Incorporation and the dissolution provisions required for organizations exempt under §501(c)(3). In the event of any conflict, the Articles control. If the Corporation itself dissolves, distributions shall be made exclusively for exempt purposes to organizations described in §501(c)(3) or to a governmental unit for public purposes.Section 8. Notice and Transparency
The Board shall provide reasonable public notice of (a) the occurrence of a School Closure Event and (b) any proposed significant fund transfers under this Article, and shall prepare a final accounting of assets distributed.Section 9. Definitions
“Gift instrument” means a record (including a solicitation, grant agreement, or donor letter/email) under which property is given to the Corporation with restrictions as to purpose, use, or duration. “Unrestricted funds” means assets not subject to donor-imposed restrictions.Section 10. Effective Date and Amendments
This Article takes effect upon adoption and may be amended in the same manner as other bylaw amendments, provided that amendments remain consistent with applicable law and the Corporation’s Articles of Incorporation.Article X
Amendments
Section I. Amendments
These bylaws, or any particular one of these bylaws, may be amended or repealed, or new bylaws may be adopted by the vote of two-thirds (2/3) of the members of the corporation entitled to exercise the voting power of this corporation at any regular or special meeting duly called for this purpose.Revised as of 10/12/25 Approved as of 10/22/25
Revised as of 08/31/23 Approved as of 08/31/23
Revised as of 5/4/22 Approved as of 5/4/22
Revised as of 4/8/2017 Approved as of 4/19/2017
You can also view the full bylaws here: PATS Budget & Bylaws
BUDGET
You can view the full PATS 2024-2025 budget here: PATS 2024-2025 Budget

