List of the Board of Directors
By-Laws of the Parent Education Network Inc. (PEN), as amended June 7, 2002
ARTICLE I - Name
- Section 1. Name
The name of this organization shall be the Parent Education Network, Inc. PEN).
- Section 2. Location
This organization shall be located within the Commonwealth of Virginia.
ARTICLE II - Purpose
- Section 1. Purpose
The Parent Education Network, Inc. is a non-profit organization. Its mission is to promote the availability of and to uphold the standards for quality parent education programs serving never-married, separating, and divorcing parents, as developed by the Parent Education Advisory Committee for the Supreme Court of Virginia*. The corporation is organized exclusively for charitable, educational, religious, or scientific purposes within the meaning of section 501(c)(3) of the Internal Revenue Code.
The goals of PEN are
to provide resources for and to ensure the quality of professional training and continuing education for parent educators/facilitators;
to assist in the development and/or implementation of state-mandated parent education programs;
to serve as a resource for the judicial, legislative, and legal communities;
to promote the professional interests and skills of parent educators/facilitators;
to increase public and professional awareness, understanding, and acceptance of parent education;
to promote standards and guidelines for parent education programs;
to provide an interdisciplinary forum for the exchange of information and ideas regarding parent education;
to provide a forum for program evaluation, effectiveness, and research.
ARTICLE III - Membership
- Section 1. Membership
Membership shall be open to anyone who subscribes to the mission and goals of this organization.
*Please see House Document No. 26, 2000 (Report of the Supreme Court of Virginia), Model Parent Education Curriculum and a Study of Related Custody and Visitation Issues, for further information.
- Section 2. Dues
The annual membership dues shall be set by the Board of Directors and shall be for a twelve-month period, starting July 1, and prorated quarterly. The Board of Directors shall set dues as it deems appropriate.
- Section 3. Voting
Each member shall have one vote at meetings of the general membership.
- Section 4. Membership Termination
Membership shall terminate if annual dues are not paid.
- Section 5. Nondiscrimination
Membership shall be open and without regard to race, color, religion, national origin, gender, disability, or sexual preference.
- Section 6. Annual Membership Meeting
There shall be one yearly meeting of the membership to be held at the Annual Parent Education Network Conference.
- Section 7. Special Meetings
Special meetings of the members may be called by resolution of the Board of Directors upon a fifteen day written notice to the membership or upon the written request of 25% of the membership.
- Section 8. Roberts Rules of Order
At the discretion of the presiding officer, Robert's Rules of Order may be used to govern all proceedings of the meetings of the general membership.
- Section 9. Quorum
A quorum for any meeting of the general membership shall be the members present at that meeting.
ARTICLE IV - Board of Directors
- Section 1. Authority
The government of the Parent Education Network, Inc., the direction of its work, hiring of organizational staff, and the control of its property shall be vested in the Board of Directors.
- Section 2. Number and Terms of Board Members
The Board shall consist of no fewer than five (5) and no more than twelve (12) members, two-thirds of whom shall be actively, by profession, actively participating in the field of parent education and who reside within the Commonwealth of Virginia. During the annual meeting of the general membership, six (6) new board members shall be elected by the general membership to serve for a period of two years. Terms of office shall commence on July 1 of every year.
- Section 3. Meetings of the Board of Directors
A minimum of four regular Board Meetings shall be held per year at a time and location established by the Board.
- Section 4. Quorum
A quorum for any meeting of the Board of Directors shall be 50% of the members of the Board of Directors.
- Section 5. Elections for Board of Directors
The Board of Directors shall establish a procedure for the nomination and election of Board Members. Any member of PEN shall be eligible for the Board. Any vacancy on the Board of Directors may be filled for the unexpired portion of the term by the Board of Directors at any meeting of the Board. The appointee shall serve for the remainder of the year in which the vacancy has occurred. The appointee may serve the remainder of the term only upon election by the general membership at their next Annual Meeting. Any member of the Board who has not attended three consecutive regular meetings and/or acted in a manner consistent with the goals of PEN as set forth in Article II above, may, upon a majority vote of the Board of Directors be removed and replaced as set forth in this Section 5.
ARTICLE V - Officers
- Section 1. Offices to be Filled
The officers of PEN shall be President, Vice President, Secretary, Treasurer, and Immediate Past President and shall be known as the Executive Committee.
- Section 2. Election and Term of Officers
These officers will be elected at the Annual Meeting of the Membership. These officers shall take office on July 1 and serve one year. Vacancies and removal of officers shall be controlled by Article IV, Section 5 above.
- Section 3. Authority
The Executive Committee is authorized to conduct any necessary business of the organization between regular meetings of the Board.
- Section 4. Duties of the Officers
The President
shall develop agenda, call, and preside over all meetings of the General Membership, Board of Directors, and Executive Committee;
shall be ex-officio member of all committees;
shall determine the duties of the Immediate Past President;
shall coordinate the work of the officers and committees so as to promote the purposes of the corporation;
shall order that an audit of the financial accounts of the corporation be performed within ninety (90) days following the close of the fiscal year;
shall perform any other duties as needed by the Board consistent with the By-laws and laws of the Commonwealth of Virginia;
shall act as a spokesperson for the corporation.
The Vice President
shall perform the duties of the President in the absence or inability of the President to act;
shall chair the Conference Planning Committee;
shall accept other appropriate duties as assigned by the President and/or Board of Directors.
The Secretary
shall record minutes of all meetings of the General Membership, Board of Directors, and Executive Committee;
shall send copies of minutes to all Executive Committee members and/or chairperson of all committees;
shall notify all members of upcoming meetings;
shall be responsible for maintenance of all records for the corporation;
shall maintain a current membership roster;
shall serve as a media contact for press releases concerning the corporation.
The Treasurer
shall receive, deposit, and disburse funds in accordance with the approved budget and as directed by the Board of Directors;
shall present a financial statement at each meeting of the General Membership, Board of Directors, and Executive Committee;
shall submit the books for an audit to a certified public accountant as directed by the President of the Board of Directors;
shall provide leadership in preparing a projected annual budget for adoption by the Board;
shall coordinate the annual membership drive and renewal.
Immediate Past President's duties shall be determined by the current President.
ARTICLE VI - Committees
- Section 1. Committees
The designation, terms, and composition of committees shall be established by the President and/or Board of Directors. Each committee shall be chaired by a member of the Board and may include non-board members who are members of PEN.
- Section 2. Standing Committees
Executive Committee shall review current statements of goals and priorities of the corporation, shall make adjustments as felt appropriate, and shall submit these to the Board of Directors for action. The Executive Committee shall have all powers of the Board of Directors in the management of the business and affairs of the corporation between the meetings of the Board of Directors, with all action subject to approval by the full Board at the next regular Board meeting, unless otherwise voted upon by the full Board. Executive Committee members may be polled by phone for a vote when necessary or may send a vote in writing if they cannot attend an Executive Committee meeting.
Other Standing Committees shall include but not be limited to: Conference Planning Committee, Nominating Committee, and Finance and Budget Committee.
ARTICLE VII - Finance
- Section 1. Fiscal Year
The Fiscal Year shall be July 1 to June 30.
- Section 2. Transactions
Unless otherwise provided for by the Board of Directors, all checks shall be signed by the Treasurer of the corporation, and in the absence of the Treasurer, the President or other Board member designated by the Board shall sign checks.
- Section 3. Compensation
A Board Member shall receive no compensation for services as a member of the Board of Directors. Nothing in these by-laws shall be construed to preclude any Board Member from receiving reimbursement for reasonable expenses properly incurred on behalf of the corporation, subject to Board approval.
- Section 4. Tax Exempt
The corporation is organized and is to operate as a non-profit corporation, as defined in Section 501(C)(3) of the Code of the Internal Revenue Service.
ARTICLE VIII - Books and Records
- Section 1. Location
The books and records of the corporation shall be kept and maintained at the offices of the State Registered Agent.
ARTICLE IX - By-laws
- Section 1. Amendments
These by-laws may be amended, repealed, or altered in whole or in part by a majority vote at any general meeting of the membership.
ARTICLE X - Indemnification Clause
- Section 1. Indemnification
To the maximum extent permitted by the Virginia Corporation law, as from time to time amended, the Corporation shall indemnify its currently acting and its former directors and any director who serves or has served, at the request of the Corporation, as a director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any and all liabilities and expenses incurred in connection with their services in such capacities. The Corporation shall indemnify its former officers to the same extent that it indemnifies its currently acting officers to such extent as is consistent with law. The Corporation indemnifies its employees and agents to the extent determined by the Board of Directors. The Corporation may also advance expenses, to the extent permitted by law, to persons referred to above.
ARTICLE XI - Dissolution of the Corporation
- Section 1. Dissolution
Upon the dissolution of the corporation, the Board shall, after paying or making provision for the payment of all of the liabilities of the Association, dispose of all the assets of the organization in such a manner or to such organization or organizations, organized and operated exclusively for charitable, religious, scientific, educational, or such other exempt purposes as shall at the time qualify as an exempt organization or organizations within the meaning of Section 501(C)(3), or its successor statute of the Internal Revenue Code.
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