CALIFORNIA STATE PTA BYLAWS – PROPOSED AMENDMENTS
Delegates at the 2025 Convention will consider amendments to the California State PTA Bylaws, which are published in the California State PTA Toolkit and posted online at capta.org. The proposed revision presented below includes the rationale for the changes. The only amendments to the Bylaws that are in order are those pre-noticed to members in this meeting notice. Please note: Deletions are identified by red text; additions, insertions, or substitutions are identified in blue text.
AMENDMENT – BOARD OF MANAGERS, CALIFORNIA STATE PTA
Recommendation to Amend the California State PTA Bylaws
RECOMMENDATION TO AMEND THE CALIFORNIA STATE PTA BYLAWS AS FOLLOWS:
1). Inclusion of Disciplinary Procedures in California State PTA Bylaws
Strike Article XI, Section 7 of the California State PTA bylaws, which reads, “Any elected or appointed officer or commissioner may be removed from their position by a two-thirds (2/3) affirmative vote of the Board of Directors, in accordance with due process, whenever the Board of Directors deems such removal will serve the best interest of the State PTA.” and to insert the following:
“When an officer/chair or commissioner fails to attend three (3) consecutive meetings without adequate excuse, when an officer/chair is not fulfilling the responsibilities of the office as prescribed in the bylaws and standing rules, or when an officer engages in conduct which the Board of Directors determines to be injurious to the organization or its purposes, the Board of Directors may, by a two-thirds (2/3) affirmative vote of the entire Board of Directors, take such action as it deems appropriate, which may include asking for the resignation of the officer/chair or commissioner. The officer/chair or commissioner, however, cannot be removed from office, unless the Board of Directors first conducts a hearing to afford due process and effectively remove the officer/chair or commissioner.
Notice and Removal Procedures –
Following a two-thirds (2/3) affirmative vote of the Board of Directors to conduct a hearing to consider removal of the officer/chair or commissioner:
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- The Board of Directors must give the officer/chair or commissioner fifteen (15) days prior written notice of the hearing to remove the officer/chair or commissioner from office.
- The written notice shall set forth the reasons for the proposed removal, and shall be mailed by certified mail, return receipt requested, to the last address of the officer/chair or commissioner shown on the organization’s records. Notice shall be supplemented by email communication to an address to which the recipient has provided unrevoked consent. The fifteen (15) day notice period shall commence when the written notice is deposited in the mail.
- The hearing shall be held before a panel of at least a majority of the Board of Directors, as appointed by the president and ratified by the Board of Directors. At the hearing, the officer/chair or commissioner must be given an opportunity to address the hearing panel, either orally or in writing and the officer/chair or commissioner must be permitted to offer written evidence, written witness statements, and testimony from a reasonable number of witnesses.
- At the close of the hearing, the hearing panel shall make a recommendation to the Board of Directors as to whether or not the officer/chair or commissioner should be removed from office. If the hearing panel recommends removal from office, the Board of Directors shall convene not less than five (5) days following the hearing to vote on whether the officer/chair or commissioner will be removed from office;
- A two-thirds (2/3) vote of the entire Board of Directors shall be sufficient to remove the officer/chair or commissioner from office;
- The removal vote shall be recorded in the Board of Directors meeting minutes and shall specify the number of members voting in favor of and against such removal. The Board of Directors shall mail notice of the removal to the officer/chair or commissioner by certified mail, return receipt requested, to the last address of the officer/chair or commissioner as shown in California State PTA’s records. Notice shall be supplemented by email communications to an address to which the recipient has provided unrevoked consent. The removal shall be effective immediately upon deposit of the written notice in the mail.”
Rationale: The current process articulated in Article XI, Section 7 is vague and does not provide sufficient instruction to ensure the rights of the respective Board of Directors are met pertaining to due process as required under California Nonprofit Corporations Code. It also does not meet the current needs of the organization. The process as proposed aligns with unit, council, and district governance, which would allow California State PTA to lead by example, and also provides clear, definitive instruction regarding timelines, processes and procedures, and notification regarding outcome so as to preserve the rights of the individuals involved as determined by the California Nonprofit Corporations Code.
2). Correction of Governance Reference
Amend the last sentence of Article XI, Section 12 c. of the California State PTA bylaws, by striking the words “fill out an annual questionnaire“ and adding the words “annually complete the governance documents.”
The resulting section will now read as follows,
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- Interim Approval by Authorized Committee or Person. If it is not reasonably practicable to obtain approval of the Board prior to entering into such transaction, and, prior to entering into said transaction, a committee or person authorized by the Board approves the transaction in a manner consistent with the procedure set forth in subsection (b) of this section; and the Board, after determining in good faith that the corporation entered into the transaction for its own benefit and that the transaction was fair and reasonable as to the corporation at the time it was entered into, ratifies the transaction at its next meeting by a vote of the majority of the directors then in office, without counting the vote of the Interested Director.
In light of the foregoing limitations, all directors shall annually complete the governance documents dealing with this subject matter.”
Rationale: The current language references the annual questionnaire only, which is not inclusive of all governance documents required of the Board of Directors annually. This change in language includes all documents that are required to be signed by any members of the Board of Directors during their term of service.
3). Clarification of Notification for Special Meetings
Strike “and” in Article XI, Section 3 of the California State PTA bylaws, and to insert “or” between “voice messaging system” and “electronic transmission” so that the section will read as follows:
“Section 3. The Board of Directors of this corporation shall meet before or during each regular meeting of the Board of Managers, or in special session at the call of the president, or upon written request signed by a quorum of the Board and filed with the secretary. Written notice of the time set for a special meeting must be sent to all directors at least four (4) days in advance by first-class mail or at least 48 hours’ notice in advance when delivered by voice messaging system or electronic transmission. The president shall fix the time and place of special meetings of the Board of Directors. A majority of the Board of Directors shall constitute a quorum.”
Rationale: The current language requires both voice messaging system (voice mail) and electronic transmission based on the verbiage used. This clarifies intention and allows for either option to be sufficient for notice of a special meeting of the Board of Directors.
4). Clarification of Good Standing in Bylaws
Strike Article XIII, Section 6 of the California State PTA bylaws, which reads, “A council and district PTA not in good standing shall be notified in writing by March 1. If the council or district PTA is still not in good standing by March 31, its recognition shall be withdrawn in accordance with procedures established by the State PTA Board of Managers.” and insert, “A council or district PTA not in good standing shall be notified in writing. If the council or district PTA is still not in good standing 30 days after the final written notification is sent, its recognition shall be withdrawn in accordance with procedures established by the State PTA Board of Managers. The final notification deadlines are October 1st for officer contact, and March 1st for membership and insurance.”
Rationale: This proposed change will clarify timelines for constituent organizations impacted by good standing issues.
5). Clarification of Emergency Action in Bylaws
Strike “wide” in Article XV, Section 8 of the California State PTA bylaws, so that the phrase reads, “state emergency” instead of “statewide emergency.”
The change will allow the section to read as follows:
“Section 8. The Board of Managers by a two-thirds (2/3) vote of its members then in office may cancel or defer any annual meeting/convention when it deems such action to be required by the existence of a national or state emergency.”
Rationale: California is a big state – an emergency in just one area of the state can impact the business of the organization, and leaders need to be able to have the flexibility to be able to pivot to conduct business if that occurs.
6). Designation of National PTA Convention Delegates
Strike Article XVI, Section 2 of the California State PTA bylaws, which reads, “The selection of these delegates and their alternates (other than the president of the State PTA, who shall be a delegate ex officio) shall be authorized by the Board of Managers. Procedures for the selection of delegates and distribution of credential cards allocated to the State PTA shall be specified in the Standing Rules and Procedures of the Board of Managers.” and to insert, “The selection of these delegates and their alternates (other than the president of the State PTA, who shall be a delegate ex officio) shall be authorized by the Board of Directors. Procedures for the selection of delegates and distribution of credential cards allocated to the State PTA shall be specified in the Standing Rules and Procedures.”
Rationale: The process as articulated does not align with current processes and procedures, and does not allow for delegates to be certified easily after the Annual meeting concludes. The new process aligns with how this process is currently affected, and will allow for a more streamlined process for designating and affirming delegates.
7). Clarification of Definition of State Board
Insert “of Managers,” after “No one shall be eligible to a State elective office who has not served at least two years on the State Board”; “or appointed,” between “elective” and “office”; and “serve in” between “to” and “another” into Article VIII, Section 3 of the California State PTA bylaws, so that the section will read as follows:
“No one shall be eligible to a State elective or appointed office on the Board of Directors who has not served at least two years on the State Board of Managers at the time of assuming office. At least one year of this time shall be served during the two years immediately preceding the election. To be eligible to the office of president-elect, a person shall have served at least one term on the Board of Directors. This term is not limited to the term immediately preceding the election.
No one shall serve in the same office two consecutive terms, and no person shall serve in more than one office concurrently.
A person who has served two consecutive terms as an elected or appointed State officer shall not be eligible to serve in another elective or appointed office until the expiration of at least one term.
This provision shall not apply to the offices of president or president-elect. A person filling any unexpired term is eligible for election to the same office or election to any other office if they have served one-half or less of a term.”
Rationale: There is currently confusion regarding terms of service, what expectations are, and what eligibility requirements are for serving in an elective or appointed officer position for California State PTA. The clarification in language proposed will help ensure that interested leaders clearly understand the requirements and provisions to be eligible for office.
8). Update to Current Business Practices Terminology
Insert “and electronic funds transfers” after the word “checks” in Article IX, Section 4 of the California State PTA bylaws, so that it reads as follows:
“Two signatures shall be required on all checks and electronic funds transfers drawn on bank accounts or withdrawals from savings accounts and for authorizations or transactions involving securities.”
Rationale: This proposed change will allow us to update to current business practices.
9). Defining Composition of the Board of Managers
Strike “immediate past president” in Article X, Section 1 of the California State PTA bylaws, so that the section would now read as follows:
“There shall be a Board of Managers composed of the officers, the director of legislation, the chairs of standing committees, the commissioners, the legislation advocates, the district PTA presidents, and all National PTA Board members residing in California.”
Rationale: The automatic continued service of the immediate past president is not a requirement by National PTA, and In the face of a dwindling leadership pool, asking volunteers to make a minimum eight year commitment to the Board of Directors alone is excessive – to qualify for the office of president-elect, an individual must have served at least one term on the Board of Directors (two years). The office of president-elect (which automatically succeeds to president) is another two years; the role of president is another two years, followed by another term of compelled service as the immediate past president.
This is not inclusive of time investing in other leadership roles in the Board of Managers, or at the unit, council, or district levels. This is not a prohibition against continued service; the immediate past president will still retain the rights of any PTA members to apply to serve on the Board of Managers if they were interested in doing so; this simply removes compelled service that may inhibit potential leaders from expressing interest or stepping up for the role.
10). Defining Composition of the Board of Managers
Insert “and” in front of “the district presidents,” and to strike, “and all National PTA Board members residing in California” from Article X, Section 1 of the California State PTA bylaws, so that the section would read as follows:
“There shall be a Board of Managers composed of the officers, director of legislation, the chairs of standing committees, the commissioners, the legislation advocates, and the district PTA presidents.”
Rationale: Inclusion of National PTA Board members in the Board of Managers is not a National PTA requirement, and the current term of service for National PTA does not align with California State PTA’s term of service. The National PTA term of service is three years, with the term beginning and ending against the annual meeting/Convention. This means that placement on the Board of Managers by virtue of being on the National PTA Board would be disruptive to committee or commission work, as once the term ends, so would the right to serve on Board of Managers unless the president appointed the individual back to the Board of Managers pending application, which may then cause confusion or compromise the individual’s ability to potentially run for elective office, depending on where in the term the National PTA Board service ended.
This is not a prohibition against concurrent service as a National PTA Board and a California State PTA Board of Managers member. This simply means that, if approved, the individual would need to apply to be considered for a standard appointment, which would alleviate confusion and streamline processes greatly.
11). Strike Advisory Committee
Strike Article X, Section 3 of the California State PTA bylaws which reads “There shall be an Advisory Board consisting of not less than seven (7) members approved by the Board of Managers.”
Rationale: This process has not been used in over two decades (twenty years) and is not currently used at present. Its inclusion is obsolete and adds requirements that do not make sense to contemporary leaders.
12). Clarification of Board of Directors and Board of Managers Responsibility
Strike, “All vacancies in office shall be filled by the Board of Managers,” in Article X, Section 5 of the California State PTA bylaws, and to insert, “all mid-term vacancies in office for the Board of Directors shall be filled by the Board of Managers for the duration of that term in office.”
Rationale: The filling of vacancies is necessary to be able to conduct business as an organization, and this clarification of language will help clarify responsibility in the event of vacancies.
13). Qualification for Election to Office or Service
Insert Article VIII, Section 6 into the California State PTA bylaws, to include the language:
“Individuals who have been convicted of any crime involving the misuse or misappropriation of funds, or any crime involving deception in the operation of a charity are ineligible to hold or be elected to office.”
Rationale: This is simply to align with California State Attorney General’s language regarding charitable service. This also aligns with unit, council, and district requirements as listed in bylaws.
14). Define Order of Succession of Vice Presidents in Bylaws
Insert the order of vice presidents into Article VIII, Section 1 of the California State PTA bylaws so that the section reads as follows:
“The officers of the State PTA shall be President, President-Elect, seven (7) vice presidents in order of succession: Vice President for Leadership Services; Vice President for Membership Services; Vice President for Communications; Vice President for Convention; Vice President for Health and Community Concerns; Vice President for Education, and Vice President for Family Engagement, Secretary, Treasurer, Parliamentarian, and Director of Legislation;”
And to subsequently strike the language, “The order and duties of the vice presidents shall be determined by the Board of Managers and shall be noted in the Standing Rules and Procedures” from Article IX, Section 2.
Rationale: This change, recommended by the professional, registered parliamentarian consultant, will provide a clear understanding of the vice presidents of the organization and their order of succession.
15). Definition of Managing Director as Employee
Insert “employed” between the words “the” and “Managing Director” in the California State PTA bylaws in Article XI, Section 1 so that the sentence will read as follows:
“The employed Managing Director has the right to attend and participate at all Board of Directors meetings – except when the Board enters into executive session – but shall have no voting power.”
Rationale: This proposed change is recommended by the professional, registered parliamentarian acting as consultant, and provides clarification in the composition of the Board of Directors that the Managing Director is an employee of the organization and is not elected or appointed.
16). Correction of Governance Reference
Strike from California State PTA bylaws Article XIII, Section 5, subsection f: “Pays insurance premiums to the State PTA,” and to insert, “Pays insurance premiums to the California State PTA designee by the deadline date,” and to subsequently strike subsection g, which reads, “g. Forwards all insurance premiums received from units by the deadline date;”
Rationale: This is a “clean-up” measure to align with and reflect current processes for the organization. Insurance premiums are no longer paid to California State PTA directly, and insurance premiums are no longer forwarded through channels; they are paid to the designee AIM Insurance Services.