PARTNERS FOR THE ADVANCEMENT OF GIFTED EDUCATION, PAGE,

The GUILFORD COUNTY CHAPTER, INCORPORATED

(GUILFORD GIFTED)

BYLAWS

ARTICLE I

NAME

The name of this organization shall be Partners for the Advancement of Gifted Education (PAGE), the Guilford County Chapter, Incorporated, otherwise known as “The Guilford County Chapter of PAGE, Inc.”

ARTICLE II

PURPOSE

The purpose of this organization is to support and to encourage the development of gifted students through an understanding of their characteristics and needs, by fostering appropriate educational opportunities for them at home, in school and in the larger community, and through support for other PAGE Chapters and for the North Carolina Association for the Gifted and Talented, Inc. (NCAGT).

ARTICLE III

MEMBERSHIP AND DUES

Section 1. Individual Membership. Individual membership in this organization shall include any person who is interested in the well-being of gifted students, supports the purpose of this organization, and pays applicable dues. Benefits include the right to attend general meetings, participate in programs at the stated fee, receive notices and other information from the organization, vote, and hold office.

Section 2. Family Membership. Family membership in this organization shall include all members of the immediate family of an individual if they and the individual are interested in the well-being of gifted students, support the purpose of this organization, and pay applicable dues. Benefits include the right to attend general meetings, the right to participate in programs at the stated fee, the right to receive notices and other information sent to one individual from the organization, the right of one family member to vote, and the right of any family member to hold office.

Section 3. Honorary Membership. Honorary membership in this organization may be granted by the membership of this organization or by the Board of Directors to any person who is interested in the well-being of gifted students and supports the purpose of this organization. Benefits include the right to attend general meetings and to receive one set of notices and other information from the organization.

Section 4. Dues. Dues for individual or family membership in this organization shall be established by the Board of Directors, to be paid annually. The Board may elect to not require dues for membership. The Board may permit waiver of dues upon request. Members whose dues are not paid or waived annually shall automatically be dropped from membership in the organization.

ARTICLE IV

OFFICERS

Section 1. Officers. The officers of this organization shall be a President, Vice President, Secretary and Treasurer. Optional board positions may include Advocacy, Communications, Adult Programming, Student Programming, Events Coordinator, Membership, Sponsorship, etc.

Section 2. Nomination of Officers. Candidates for office shall be individual or family members of the organization. Candidates may be nominated by a Nominating Committee established by the Board of Directors or nominated by any member present at the last general meeting of the organization during the school year.

Section 3. Election of Officers. Officers shall be elected from among the candidates by a simple majority vote of members eligible to vote who are present at the last general meeting of the organization during the school year.

Section 4. Term of Office. Officers shall serve beginning at the close of the meeting at which they were elected for a term of one year or until they resign or are removed or their successors are elected.

Section 5. Vacancies. If the office of President becomes vacant, the Vice-President shall become President. If the office of Vice-President, Secretary, or Treasurer becomes vacant, the Board of Directors shall appoint a member of the organization to fill that office. An officer who succeeds to office in order to fill a vacancy shall serve until the original term of office expires or until he or she resigns or is removed or a successor is elected.

Section 6. Removal. Any officer may be removed from office at any time by a two-thirds majority vote of the directors at a meeting of the Board of Directors.

ARTICLE V

DUTIES OF OFFICERS

Section 1. General Duties of Officers. The officers of this organization shall perform the duties specified by these Bylaws and by the parliamentary authority adopted in Article XII.

Section 2. President. The President shall preside at all general meetings and meetings of the Board of Directors of the organization, appoint chairpersons and members of committees, and perform such duties as may be assigned by the organization or the Board of Directors.

Section 3. Vice-President. The Vice-President shall preside at meetings in the absence of the President and perform such duties as may be assigned by the President, the organization or the Board of Directors.

Section 4. Secretary. The Secretary shall communicate notices of meetings, record the minutes of all general meetings and meetings of the Board of Directors of the organization, prepare and submit the minutes for approval at the next meeting, be responsible for the maintenance of the written records of the organization (including a mailing list of all members of the organization), and perform other duties that may be assigned by the President, the organization or the Board of Directors.

Section 5. Treasurer. The Treasurer shall have custody of all funds and property of the organization and, with the approval of the Board of Directors, deposit all funds of the Corporation in a bank or a savings and loan association, prepare and submit a statement of the financial condition of the organization at general meetings and at such times and in such a manner as the Board of Directors may require, and perform other duties that may be assigned by the President, the organization or the Board of Directors.

Section 6. Dispersal of Funds. All withdrawals of funds shall be on checks or orders signed by an officer or officers as designated by the Board of Directors.

 ARTICLE VI

GENERAL MEETINGS

Section 1. Meetings. General meetings shall be held at the dates, times and locations determined by the Board of Directors. At least one general (annual) meeting shall be held each year.

Section 2. Notice of Meetings. Except in case of emergency, notice of meetings shall be communicated to all members of the organization at least ten days prior to the first meeting, if a series of meetings is announced, or ten days prior to each meeting if meetings are scheduled on an individual basis.

Section 3. Quorum. The presence of a number of members of this organization that is equal to the total number of directors serving on the Board of Directors shall constitute the quorum necessary in order to transact business.

ARTICLE VII

BOARD OF DIRECTORS

Section 1. Board of Directors. The Board of Directors of this organization (herein referred to as the Board) shall include all officers of the organization during their term of office, and selected other members of the organization, up to a total of no more than fifteen directors.

Section 2. Nomination of Directors. Candidates for directors shall be individual or family members of the organization. Candidates may be nominated by a Nominating Committee established by the Board or nominated by any member present at the last general meeting of the organization during the school year.

Section 3. Election of Directors. Directors shall be elected by a simple majority vote of members eligible to vote who are present at the last general meeting of the organization during the school year.

Section 4. Term of Office. Directors shall serve beginning at the close of the meeting at which they were elected for a term of one year or until they resign or are removed or their successors are elected.

Section 5. Vacancies. In the event of a vacancy on the Board of Directors, the Board may appoint an individual or family member of the organization to fill that vacancy. A director appointed to fill a vacancy shall serve only until the original term on the Board expires or until he or she resigns or is removed or a successor is elected.

Section 6. Removal. Any director may be removed at any time from the Board by a two-thirds majority vote of directors at a meeting of the Board.

Section 7. Duties. The Board of Directors shall be responsible for the general well-being of the organization and shall have full power and authority to conduct all business of the organization not otherwise assigned by these Bylaws. From time to time the Board may seek guidance from the membership by submitting to the membership issues to be decided by a majority vote; following such a vote the Board shall abide by the decision of the membership.

Section 8. Meetings. The Board shall determine the dates, times and locations of all Board meetings. In addition, the President or any two directors may call a meeting. Except in cases of emergency, all directors shall be notified at least seven days prior to each Board meeting.

Section 9. Quorum. The presence of one half of the total number of all directors shall constitute the quorum necessary in order to transact business.

ARTICLE VIII

COMMITTEES

Committees shall be appointed and dissolved by the President or by the Board of Directors from time to time as deemed necessary in order to fulfill the purpose and/or to carry on the work of this organization.

ARTICLE IX

AFFILIATION

Section 1. Affiliation. This organization shall be affiliated with the North Carolina Association for the Gifted and Talented, Inc. (NCAGT). As a result of this affiliation this organization and the NCAGT shall support each other in a manner that is in accordance with their respective Articles of Incorporation, Bylaws, principles and policies.

Section 2. Standards. In consideration of the acceptance of this organization as a PAGE Chapter affiliated with the NCAGT, this organization shall abide by the Standards for the Establishment, Affiliation, Operation and Dissolution of PAGE Chapters (herein referred to as “Standards”) and corresponding provisions of future Standards as adopted from time to time by a vote of all active PAGE Chapters.

Section 3. NCAGT Affiliate Dues. In lieu of Affiliate dues, the President and one other member of the PAGE chapter must be dues paying members of the NCAGT on an annual basis.

 ARTICLE X

AMENDMENTS TO CHARTER

The Charter of this Association may be amended by a two-thirds majority vote of those regular members present at any annual meeting or special meeting. No amendments shall be voted upon, however, unless the same shall be filed in writing with the Secretary at least 30 days prior to the annual meeting or a special meeting. Notice of annual meeting mailed to the last known address of any member appearing upon the Secretary’s records shall constitute proper notice thereof. Notices appearing in bulletins or leaflets of the Association if in the mail 30 days preceding the date of the meeting shall be regarded as due and sufficient notice.

ARTICLE XI

AMENDMENT OF BYLAWS

These Bylaws may be amended by a majority of the regular members present at any regular or special meeting of the organization provided that notice of proposed amendments has been mailed to members by the Executive Director at least 30 days prior to said meeting; or by a majority of the members of the organization voting via a special mailing with response required 30 days from postmark of the special mailing.

ARTICLE XII

PARLIAMENTARY AUTHORITY

The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the organization in all cases in which they apply and are consistent with these Bylaws and any special rules of order that this organization may adopt.

ARTICLE XIII

DISSOLUTION

Upon dissolution according to the Standards for PAGE Chapters, after fulfilling applicable legal requirements, this organization shall distribute its remaining assets to the NCAGT in accordance with the Articles of Incorporation of this PAGE Chapter. It is intended that the NCAGT shall hold these assets for a period of five years, transferring these assets to a new affiliated PAGE Chapter with Articles of Incorporation substantially similar to those of this Chapter in the geographic area of this organization if one should be established within that five-year period. If no new affiliated PAGE Chapter is formed within that five-year period, then these funds shall be used in a manner deemed appropriate by the Board of Directors of the NCAGT.

THE GUILFORD COUNTY CHAPTER OF PAGE, INC.

Bylaws Amendments Proposed on November 25, 2013:

1.      Amendment to ARTICLE II, PURPOSE

Article II is hereby deleted in its entirety and replaced with the following:

Section 2.1 Purposes defined.  The Purposes of the Guilford County Chapter of PAGE, Inc. are to:

a. Support and encourage the development of gifted students through an understanding of their characteristics and needs;

b. Foster appropriate educational opportunities for them at home, in school and in the larger community; and

c. Leverage support from other PAGE Chapters and the North Carolina Association for the Gifted and Talented, Inc. (NCAGT).

Section 2.2 Promotion of purposes. The Purposes of the Guilford Chapter of PAGE, Inc. are to promote its purposes through advocacy and educational programs, directed toward parents, teachers, and the general public; are developed through conferences, committees, projects, and programs; and are governed and qualified by the basic policies set forth in these bylaws.

Section 2.3 Tax exempt purposes. The organization is organized exclusively for the charitable, scientific, literary, or educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or corresponding section of any future federal tax code (hereinafter referred to as “Internal Revenue Code”).

2.      Amendment to ARTICLE XI, AMENDMENT OF BYLAWS

Article XI is hereby deleted in its entirety and replaced with the following:

The Bylaws may be amended (a) by the approval, in writing, of the number of members entitled to call a special meeting of the members under G.S. 55A-7-02(a) and (b)(i) by the approval of a majority by the members entitled to vote thereon by two-thirds of the votes cast, whichever is less, given at any regular or special meeting of the members; provided, that notice of proposed amendments has been mailed to members by the Secretary at least 30 days prior to said meeting, or (ii) by the written consent of all members entitled to vote thereon given via electronic communications with G.S. Sections 66-311 et. seq. provided written notice of proposed amendments be sent to each member by the Secretary at least 14 days prior to the stated conclusion of the vote.

Notice stating the date, time and place of any Members’ meeting shall be delivered not less than thirty (30) nor more than sixty (60) days before the date of any Members meeting, either by personal delivery, facsimile, e-mail or other electronic transmission, U.S. mail or by private carrier, by or at the direction of the President, the Secretary or other persons calling the meeting. Any such notice shall be deemed to be effective when deposited in the United States mail, or otherwise transmitted or delivered as provided above, correctly addressed or directed to the Member’s address as it appears in the current record of the Members maintained by the Corporation, with first class postage thereon prepaid in the case of a mailed notice, or any other applicable delivery charges paid in full. In the case of notice sent by electronic means, such notice is effective when it is sent as provided in G.S. 66‑325.

3.      New ARTICLE XIV, CONFLICTS OF INTEREST

The following new Article XIV titled CONFLICTS OF INTEREST is added to the bylaws:

Directors, Officers, and Members shall agree to abide by the following Conflict of Interest Policy: When any actual or potential conflict of interest exists, with respect to any subject requiring action by the Board or any of its committees, the member having an actual or potential conflict shall immediately notify the President or committee chair of such conflict, and the member shall not participate in the deliberations, shall not vote on the subject with which the member has an actual or potential conflict of interest, and shall not use his/her personal influence. The minutes of the meeting shall reflect that a disclosure was made and that the Board member who stated an actual or potential conflict of interest did abstain from voting.

4.     Amendment to Article XIII, DISSOLUTION.

Article XIII is deleted in its entirety and replaced with the following:

Upon dissolution according to the Standards for PAGE Chapters, after fulfilling applicable legal requirements (including paying or making provision for the payment of all of the liabilities and obligations of the organization and for necessary expenses thereof), this organization shall distribute its remaining assets to the NCAGT; provided that at the time it qualifies as an exempt organization under Internal Revenue Code Section 501(c)(3). It is intended that the NCAGT shall hold these assets for a period of five years, transferring these assets to a new affiliated PAGE Chapter with Articles of Incorporation substantially similar to those of this Chapter in the geographic area of this organization if one should be established within that five-year period that qualifies as an exempt organization under Internal Revenue Code Section 501(c)(3). If no new affiliated PAGE Chapter is formed within that five-year period, then these funds shall be used in a manner deemed appropriate by the Board of Directors of the NCAGT.

If the NCAGT does not qualify as an exemption organization under Internal Revenue Code Section 501(c)(3) at the time of dissolution of the organization all of the remaining assets and property of the organization shall be distributed for one or more exempt purposes within the meaning of Code Section 501(c)(3) consistent with the purposes set forth in the Articles of Incorporation of the organization as the Board of Directors shall determine, including to such organization or organizations organized and operated exclusively for religious, charitable, or educational purposes as shall at the time qualify as an exempt organization or organizations under Internal Revenue Code Section 501(c)(3), or shall be distributed to the federal, state, or local government exclusively for a public purpose. Any such assets not disposed of shall be disposed of by the appropriate court the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

Secretary’s Certificate

THIS IS TO CERTIFY THAT the foregoing original bylaws of The Guilford County Chapter of PAGE, Inc., have been duly approved and adopted by this organization, effective on July 31, 2013, and the amendments were approved by majority member vote on January 9, 2014.

EVE MILLER

Secretary

(Corporate Seal)