Sea Cliff PCA Bylaws

Sea Cliff PCA Bylaws

Tax ID 65-1316485

Approved 10/2/2025

Article I – Name of Organization

The name of this organization shall be the Sea Cliff Parent Community Association, Inc. It will also be referred to in the Bylaws as “the PCA” or “the Association.”

Article II – Mission Statement and Purpose

The mission of the Sea Cliff Parent Community Association is to organize parents of Sea Cliff School students in a way that allows them to support and enrich their children’s education. The PCA will seek to be an entity where parents and Sea Cliff School staff members can collaborate to serve the school and the community.

The PCA will also supplement the functions, events, and curriculum of Sea Cliff School to provide extra-curricular opportunities for the education and growth of our children.

Article III – Membership

Section 1. Qualifications of Membership. Any parent or guardian of a child registered at Sea Cliff School may be considered for membership to the Association.

Section 2. Notice and Processing of Membership.

Membership in the PCA shall be made available to any parent or guardian of a student at the school.
The Recording Secretary and/or designee (i.e. a membership coordinator) shall oversee the monitoring and processing memberships.
The Correspondence Secretary shall oversee the process of notifying parents about how to become members.

Section 3. Dues. The dues of the Association will be set by the PCA Executive Board and collection shall be overseen by the Treasurer.

Section 4. Good Standing. Any qualified member who has paid annual dues is considered a member in good standing and may attend any General Meeting of the Association.

Article IV – Basic Policies of the Association

Section 1. Policy of Neutrality. The Association, including its Officers when acting in their official capacity, shall be non-commercial, non-sectarian,

and non-partisan.

Section 2. Prohibition of Endorsements. Neither the name of the Association nor the names of officeholders and other members serving in official capacities may be used to endorse any cause or issue that is not directly in line with the mission of the Association. These prohibitions on endorsements mentioned above may include, but are not limited

to endorsements that are commercial, sectarian, or partisan in nature.

Section 3. Collective Participation. The Association may engage with other organizations if doing so furthers the mission of the Association, with the majority approval of the Executive Board.

Section 4. Compliance with Section 501(c)(3). Notwithstanding any other provisions of these articles, the Association shall not carry on any other activities not permitted to be carried on by an organization exempt from Federal Income tax under Section 501(c)(3) of the Internal Revenue Code.

Section 5. Financial Recordkeeping. This Association shall keep such permanent books and accounts and records as shall be sufficient to establish items of gross income, receipts and disbursements, as well as the number of its members and dues collected. These books and records shall be examined annually by the Financial Review Committee.

Section 6. Student Participation. Students participating in any event of the Association shall abide by the disciplinary policies of Sea Cliff School and the North Shore Schools District Code of Conduct. Violation of such policies during Association events may result in barring from attendance to some or all subsequent events, and may result in referral to the school and/or district for further disciplinary measures.

Section 7. Maintenance of Civil Behavior. All members of the Association must treat all other members with respect. The Association will not tolerate any behaviors that interfere with the civil discourse and peaceable functioning of the Association.

Section 8. Alignment with School and District. All additional educational benefits, events, facility improvements, functions and activities of this Association shall be conducted and implemented in accordance with North Shore Schools policies and guidelines.

Article V – Conflict of Interest

Section 1. No part of the net earnings of the Association shall benefit, or be distributable to, its members, Officers, or other private persons except that the Association shall be able to pay reasonable compensation for services rendered and to make payments and distributions in support of the mission and purposes identified in Article II.

Section 2. Any member of the Association with any kind of personal or financial interest in a potential Association transaction or agreement must disclose this interest to the Executive Board prior to entering the transaction or agreement.

If the potential conflict involves a member of the Executive Board, that member is precluded from voting on the transaction.
The Executive Board will investigate alternatives to the proposed transaction or arrangement.
After exercising due diligence, the Executive Board shall determine whether the Association can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not cause a conflict of interest.
If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing conflict of interest, the Executive Board shall

determine by a majority vote whether the transaction or arrangement is in the Association’s best interest, whether it is fair and reasonable, and whether to enter into the transaction or arrangement.

Records shall be maintained of 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 of any votes taken in connection with the proceedings. Article VI – General Duties of Officers; The Executive Board; Removal of Officers

Section 1. Titles of Officers. The titles of the Officers of the Association shall be: 1. Co-President (2)

Vice President of Events
Vice President of Fundraising
Vice President of Enrichment
Correspondence Secretary
Recording Secretary
Treasurer

Section 2. Excepting Co-President, the positions above may be divided among more than one person at the discretion of the Executive Board.

Section 3. Executive Board and Terms. The Officers of the Association will collectively form the Executive Board of the Association and hold terms as established below: 1. The following Officers’ terms shall coincide and be elected biannually; the Officers listed in (i) and (ii) below shall be elected on alternate years:

(i) 1 Co-President, Vice-President of Events, Vice-President of Fundraising, and Recording Secretary.

(ii) 1 Co-President, Vice President of Enrichment, Treasurer, and

Correspondence Secretary.

All Officers shall serve a term of two years and shall take office on August 1st of the year in which they are elected.
No person shall serve more than one term in the same office, unless proposed by a Nominating Committee and voted in by the general membership in accordance with Article VIII.
Upon approval of these Bylaws, the following offices shall constitute voting members of the Executive Board for the duration of 2025-2026 academic school year, those privileges sunsetting on July 31st, 2026:
Co-Merchandise Chair
Co-Garden Chair
Volunteer Coordinator

Section 4. General Responsibilities of Officers. All Officers of the Association as members of the Executive Board shall:

Be members in good standing of the Association.
Have a fiduciary responsibility to work in alignment with the mission of the Association.
Be oriented with these Bylaws, uphold these Bylaws, and faithfully carry out their duties as outlined in these Bylaws.
Create and ensure the necessary revision of the standing rules of the Association.
Create standing and special committees, and see to their successful operation as outlined in Article X of these Bylaws.
Prepare for and seek membership approval of an annual budget.
Work to ensure an effective election of and transition for new Officers, including, but not limited to:
Adhering to election timelines and policies outlined in these Bylaws
Training new Officers
Making available any pertinent records to Officers
Turning over all records to the relevant Officers of the Association upon leaving office
Returning to the Treasurer all Association funds over which they have custody or control
Regularly attend Executive Board meetings of the Association
Regularly attend General Meetings of the Association
Report any business to the general membership at the General Meetings of the Association within their scope of work, as needed.
Liaise and conduct good relations with the Administration of Sea Cliff School.

Section 5. Vacancies.

If an office is vacated, that vacancy shall be filled by a person approved by the majority of the Executive Board, to be filled for the rest of the school year. 2. There shall be an election for the remaining balance of the vacated office’s term during regular elections that school year in accordance with the terms of Article VIII.

Section 6. Removal of Officers. Officers can be removed from office with or without cause by a two-thirds vote of those present at a regular or special meeting of the Association where previous notice has been given in accordance with Article IX.

Article VII – Specific Duties of Officers

Section 1. Duties of the Co-Presidents. The Co-Presidents shall, jointly and severally: 1. Have general charge and supervision of the business and affairs of the Association and perform the duties usually incident to the office of president of a not-for-profit association. The Co-Presidents may also come to a general agreement as to who may perform which duties outlined in these Bylaws. 2. Preside over the Executive Board and General Meetings of the Association. 3. Prepare an agenda for the Executive Board and General Meetings of the Association.

Except as otherwise provided herein, appoint and remove chairs of all committees, with the consultation of the Executive Board.
Coordinate the work of Officers and of committee chairs, unless otherwise stated in these Bylaws.
Sign and execute all contracts, agreements, or other obligations in the name of the Association. Co-Presidents may delegate, in writing, contract signing authority to a committee chair.
Be a member ex-officio of all committees except the Nominating Committee and the Audit Committee.
Attend all district-wide Superintendent and PCA/PTO meetings, or appoint a designee in their stead who will directly report to the Co-Presidents.

Section 2. Duties of the Vice President of Events. The Vice President of Events shall: 1. Coordinate events on behalf of the Association, including all committees tasked with that role.

Section 3. Duties of the Vice President of Fundraising. The Vice President of Fundraising shall:

Coordinate fundraising efforts on behalf of the Association, including all committees tasked with that role.
Ensure the Treasurer receives any funds raised by the Association, and that there is a clear reporting of said funds.

Section 4. Duties of the Vice President of Enrichment. The Vice President of Enrichment shall:

In consultation with the Executive Board, run enrichment programs for the students of Sea Cliff Elementary School.
Coordinate with the Treasurer to ensure enrichment spending is in line with the budget and the needs of the students of Sea Cliff Elementary School.

Section 5. Duties of the Correspondence Secretary. The Correspondence Secretary shall:

Maintain print and digital communication with the membership including, but not limited to:
Posting General Meeting agendas and minutes.
Corresponding with the membership and administration, in consultation with the Co-Presidents.
Maintaining a website of the Association as well as supervising any other digital presence the Executive Board deems appropriate.
Appoint a designee–such as a Volunteer Coordinator–to create a Class Parent volunteer application and oversee the application review/selection process.

Section 6. Duties of the Recording Secretary. The Recording Secretary shall: 1. Record the minutes of the Executive Board and General Meetings of the Association, or appoint a designee to do so if absent.

Distribute the agenda of the Executive Board and General Meetings of the Association.
Maintain the official documents of the Association, including the current Bylaws and the Association’s Standing Rules.
In coordination with the Correspondence Secretary, ensure that the Bylaws are made available to the public and members of the Association.
Retain any previous records of the Association upon installation to the office. 6. Transfer ownership of records upon leaving office.
Digitally maintain an archive of all electronic records of the Association which may consist of, but may not be limited to:
Minutes and Agendas of the Executive Board
Minutes and Agendas of the General Meetings of the Association c. Membership lists
Committee Reports
Any other pertinent records that document the business of the Association 8. Maintain a list of members in good standing and any other relevant household information to ensure fidelity in voting during General Meetings and Officer elections.

Section 7. Duties of the Treasurer. The Treasurer shall:

Have custody of all the funds of the Association.
Keep a full and accurate account of receipts and expenditures and maintain the Association’s books of account and financial records.
Make disbursements as authorized by a Co-President in accordance with the budget adopted by the Association.
Present a financial statement at every meeting of the Association and at other times when requested by the Executive Board
Prepare an annual report by the first General Meeting of the Association, verified by at least one Co-President and showing the financial condition of the

Association for the preceding year.

File all financial forms required by the Internal Revenue Service and New York State agencies.
Upon request, issue written receipts for donations of $250 or more, indicating the portion of the donation exceeding the value of the goods or services received that is deductible.
Prepare a budget for submission to the Executive Board for review and to the Association for adoption.
Have the accounts of the Association examined annually by the Audit Committee. The Treasurer shall submit all financial records in accordance with Article XI to the Audit Committee at least two weeks prior to the date the audit report is due.
Ensure payment of any fees for insurance required by the PCA to operate in the ordinary course, including, but not limited to, general and professional liability insurance as well as any additional insurance required for events sponsored by the Association.

Article VIII – Nominations and Elections

Section 1. Nominating Committee.

A Nominating Committee shall be formed no later than the end of February, for the purpose of selecting candidates for each office to be filled in the coming academic year.
The Nominating Committee shall be composed of Class Parents who consent to serve on the Nominating Committee. The members of the Nominating Committee shall select the chairperson of such committee at the first meeting. If fewer than 5 Class Parents consent to serve on the Nominating Committee, the remaining vacancies may be filled by individuals from the general membership except that no member of the Executive Board shall be a member of the Nominating Committee.
The Executive Board will determine the number of open positions on the Executive Board in accordance with Article VI, Section 3 of these Bylaws and will communicate those open positions to the Nominating Committee.
The Executive Board shall select one outgoing Officer to serve as an advisor to the Nominating Committee in a non-voting capacity. The advisor shall attend the first meeting of the Nominating Committee for the purpose of reviewing the procedures and responsibilities of the Committee. Meetings may be established and conducted virtually. Thereafter, the advisor shall attend meetings of the Nominating Committee only at the request of the Nominating Committee chairperson.
A member of the Nominating Committee shall resign from the Committee if he or

she becomes a nominee for any office. If said resignation results in a Committee with fewer than 5 members, the chairperson(s) of the Nominating Committee shall fill the vacancy created by such resignation by the appointment of an alternate from the general membership.

Only those persons who have consented to serve if elected shall be nominated or elected.
The Nominating Committee shall nominate one person for each position to be filled.
The Nominating Committee shall present its slate of Officer candidates at a meeting held at least one month prior to the election. The general membership shall be notified of said meeting at least 10 days in advance. At that meeting, nominations may also be made from the floor.
The Executive Board shall notify the general membership of the list of nominees within 48 hours following said meeting.

Section 2. Elections.

Election of Officers for the coming Fiscal Year will be held no later than May 30th. 2. All members in good standing 14 days prior to the election may vote in the election of Officers.
The general membership shall be notified of the time, date and manner of voting for the election at a minimum of 14 days in advance.
The election of Officers will take place via secure, secret ballot and may take place electronically.
Election results will be verified by at least 2 outgoing Executive Board members and the Recording Secretary.
The list of candidates nominated in accordance with Section 1 above, shall be presented to the general membership for a vote on each candidate. The ballot shall also include a “none of the above” line for each office. If no candidate receives a plurality of the votes cast for a particular office (i.e. the “none of the above” line receives the most votes), the Nominating Committee shall present a revised slate for those offices to be voted upon by the general membership within 10 calendar days of the first election.

Article IX – Meetings

Section 1. Regular Meetings of the Executive Board. Regular meetings of the Executive Board shall be held at least once per month during the school year, and as otherwise determined by the Executive Board at the beginning of the school year.

Section 2. Special Meetings of the Executive Board.

Special meetings of the Executive Board may be called by either of the Co-Presidents at any time.
Special meetings of the Executive Board may also be called upon the written request of 3 or more members of the Executive Board submitted to the

Correspondence Secretary or a Co-President.

The purpose of the special meeting of the Executive Board shall be stated at the start of the meeting, and no business other than that specified at the start shall be transacted at the special meeting.

Section 3. Voting during Executive Board Meetings.

Each member of the Executive Board shall have one vote.
Adoption of a motion by the Executive Board shall require approval by a majority of the members present and voting, unless otherwise specified in these Bylaws. 3. Proxy voting is not permitted. Executive Board members must be present (in person or electronically) to vote.

Section 4. Notice of Meetings.

Written or electronic notice of all regular Executive Board meetings, along with the proposed agenda, shall be provided to all Executive Board members by the Correspondence Secretary at least 72 hours prior to the meeting.
Written or electronic notice for all special meetings of the Executive Board shall be provided to all Executive Board members at least 24 hours prior to the meeting.
Written or electronic notice of all General Meetings of the Association shall be provided at least 5 days prior to the meeting.

Section 5. Quorum for Executive Board Meetings. A majority of the current members of the Executive Board shall constitute a quorum for the transaction of business. In the absence of a quorum, no official business may be transacted.

Section 6. Distribution and Approval of Minutes.

Minutes of Executive Board Meetings shall be distributed by the Recording Secretary to all Board members within 1 week following the meeting and shall be presented for approval at the next regular Executive Board meeting.
Minutes of General Meetings of the Association shall be distributed and approved at the next regular General Meeting and posted within one week of approval.

Section 7. Electronic Meetings.

The Executive Board may meet by teleconference, video conference, or other electronic/hybrid formats.
General Meetings of the Association may meet by in-person, electronic, or hybrid formats. The format must be clearly indicated on notice of a General Meeting in accordance with Section 4 of this Article.
Any vote taken during an electronic meeting shall have the same force and effect as a vote taken at an in-person meeting. The method of voting shall be recorded in the minutes.

Section 8. General Meetings of the Association.

Regular Meetings. At least 5 General Meetings of the Association shall be held during the school year.
Special Meetings. Special Meetings of the Association may be called by a Co-President, a majority of the Executive Board, or upon written request of at least 15 members of the membership. At least 5 days notice of any Special Meetings of the Association shall be given.
Quorum. A meeting of the Association may only take place when the majority of Executive Board members are present.

Article X – Committees

Section 1. Creation of Committees.

The Executive Board may create such standing and special committees as it deems necessary to promote the purposes and mission of the Association, as set forth in Article II, and to carry on the work of the Association.

Section 2. Oversight of Committees. Except with respect to the Audit Committee and Nominating Committee:

A member of the Executive Board shall advise the chairs of committees on their general scope of work.
The Executive Board may require Board approval of a committee’s general plan of work.

Section 3. Terms of Committee Chairs.

The term of each chair of a standing committee shall be two years, or until a successor is appointed, whichever occurs first.
A person shall not be eligible to serve more than two consecutive years as chair of the same committee.

Section 4. Quorum. A majority of any committee shall constitute a quorum. Article XI – Finances

Section 1. Fiscal Year. The fiscal year shall begin on August 1st and end on the following July 31st.

Section 2. Preparation of Budget.

A tentative budget for the upcoming fiscal year shall be drafted by the Treasurer in consultation with the Executive Board and Committee Chairs.
The Treasurer may create a Budget Committee to assist with the work of preparing the budget.
The budget for the upcoming fiscal year will be presented to the Association for adoption no later than the last General Meeting of the Association, and will require a majority vote of those present and voting for said adoption.

Section 3. Financial Review.

A Financial Review Committee shall be formed at the end of each fiscal year, composed of at least three individuals, and may not include the Co-Presidents or the Treasurer.
The Financial Review Committee shall review the Association’s finances, and produce a report of their findings no later than September 30th.

Section 4. Expenditures. The Executive Board may authorize committees to utilize funds for necessary expenditures as specified within the guidelines of the annual budget, which shall be subject to change during the year at the discretion of the Executive Board. However, any expenditure over $10,000, not included in the annual budget, must be approved by a majority vote at a meeting of the Association.

Section 5. Authorized signatures. Only the Co-President and Treasurer shall have the authority to sign checks and disburse the funds of the Association.

Article XII – Parliamentary Authority

Robert’s Rules of Order shall govern meetings when they are not in conflict with these Bylaws. Article XIII – Standing Rules

Standing rules may be approved by the Executive Board. The Recording Secretary shall keep a record of the standing rules for future reference, and the Correspondence Secretary shall make standing rules available electronically.

Article XIV – Dissolution

Section 1. Process for Dissolution. The PCA may dissolve or terminate its organization by a majority vote of members in good standing.

Section 2. Outstanding Obligations and Assets. Upon the dissolution of the Association, any remaining funds should be used to pay any outstanding bills and, with the membership’s approval, spent for the benefit of Sea Cliff School.

Article XV – Amendments and Bylaw Revisions

Section 1. Bylaw Revision. These Bylaws may be revised or amended at any regular or special meeting of the Association by a two-thirds vote of members in good standing present and voting, provided that 14 days notice of the vote has been given to the members of the Association.

Section 2. Bylaws Committee. A committee may be appointed to review the Association’s Bylaws by a majority vote at a meeting of the Association or by a majority vote of the Executive Board at any time, but shall be constituted at least every three years. The Bylaws Committee may submit a revised set of bylaws to the Executive Board for approval by the members of the Association in accordance with Section 1 above.

Section 3. Implementation of Amendments. Amendments or revisions shall be in effect immediately upon approval, unless otherwise stated in said amendments or revisions.

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