Bylaws of the Parent and Community Advisory Board

1. Name: The Parent and Community Advisory Board (PCAB) is established in the Annotated Code of Maryland in Education, Title 4: Local School Administration; Subtitle 3: Baltimore City, § 4-308. Parent and Community Advisory Board.

2. Principal Office of the Corporation: The principal office of the Corporation shall be located at the headquarters of the Baltimore City Public Schools.

3. Board Members

   1. Number/Composition: PCAB consists of 14 members, a majority of whom shall be parents of students enrolled in the Baltimore City public schools.

   2. Appointment of Members:

      • Three members shall be appointed by the plaintiffs (parents of students with disabilities) in Vaughn G., et al v. Mayor and City Council, et al case no. MJG-84-1911, United States District Court for the District of Maryland.

      • Two members shall be appointed by the plaintiffs (parents of students in general education) in Bradford, et al v. Maryland State Board of Education, et al, case no. 94340058/CE189672, Circuit Court for Baltimore City.

      • Seven members shall be appointed by the Chief Executive Officer of Baltimore City Public Schools, subject to approval by the Board of School Commissioners. The seven members shall be appointed as follows:

        • • Three members shall be appointed from a list submitted by the Baltimore City Council of Parent-Teacher Associations

          • Two members shall be appointed from a list submitted by area-based parent networks; and

          • Two shall be appointed from a list submitted by the Title I liaisons.

        • Two members shall be appointed by the Chief Executive Office of Baltimore City Public Schools from other parent and community groups in Baltimore City

        • If any of the groups mentioned in this section fail to submit a list with a sufficient number of nominees to fill a position, the CEO, with Board of School Commissioners approval, shall appoint an individual from other parent and community groups in Baltimore City.

        • Past Chairperson: In any event a Chairperson’s term has ended (the person has been elected for two terms), that chairperson will remain on the board as the “Past Chair”. This member will assist with transition and ensure stabilization of the board. This is strictly an advisory role – this position has no voting rights – however they will be a part of the Executive Board.

        • Alternates: PCAB may at its discretion appoint alternates, who serve strictly an advisory role and do not have voting rights. An alternate may be selected to fill a vacancy, but must be appointed through the same process as the PCAB member whose vacancy they are filling.

      • Term: Each member serves for a term of 2 fiscal years, beginning July 1st and ending June 30th. A member may not serve for more than two terms, consecutive or otherwise. A member whose term has expired shall remain in office until a successor is appointed.

      • Removal:

        • A member of the PCAB may be removed for cause by the majority vote of the PCAB present at any meeting at which there is a quorum.

        • Cause for removal shall include, but is not limited to, failure to participate in the activities of the PCAB as evidenced by the failure to attend at least three (3) consecutive meetings of the PCAB without prior communication with the Chairperson.

      • Resignation: A member may resign by submitting a written resignation to the Chairperson, or if the resigning PCAB member is the Chairperson, the resignation shall be addressed to the Secretary and the other PCAB Members.

      • Vacancy:

        • Upon the resignation or removal of a PCAB member, the original appointing party as listed in Section 3(b) shall appoint a successor to fill the vacancy.

        • The successor shall fulfill the current term of their predecessor. The time served fulfilling their predecessor’s term will not count against the two-term limit for PCAB members in the case of future appointment.

4. Elected Officers of the PCAB

   2. • Election/Vacancies:

        • The officers shall consist of

          • Chairperson,

          • Vice Chairperson,

          • Secretary, and

          • Treasurer.

        • The officers shall be elected by the PCAB, from among the members of the Board, at the final meeting of the fiscal year, to assume their positions July 1. Absentee voting is prohibited for officer elections. Board members must be present at the meeting in order to be eligible for elected office.

        • Any vacancy occurring in any office of the Executive Committee, for whatever reason, shall be filled by the PCAB and any officer so elected shall fulfill the term of their predecessor. The time served fulfilling their predecessor’s term will not count against the one-year term limit for PCAB officers in the case of future elections.

      • Term: Officers shall serve a term of one fiscal year, beginning July 1st and ending June 30th and until their successors are elected.

      • Removal: An officer may be removed for cause by the majority vote of the PCAB present at any meeting at which there is a quorum.

      • Resignation: An officer may resign only by submitting a written resignation to the Chairperson or if the resigning officer is the Chairperson, the resignation may be submitted to the Secretary or the other PCAB Members.

5. Authorities and Duties of Elected Officers of the PCAB

   1. Authorities and Duties:

      • • The Chairperson’s authorities and duties include, but are not limited to:

          • The Chairperson shall prepare the agenda and preside at and conduct all meetings of the PCAB and of the Executive Committee.

          • The Chairperson may sign all contracts and agreements in the name of the PCAB after they have been approved by the PCAB, serve as the representative of the PCAB in meetings and discussions with other organizations and agencies, and otherwise perform all of the duties which are ordinarily the function of the office, or which are assigned by the PCAB.

          • The Chairperson is authorized to sign checks/purchase orders for approved PCAB expenses.

        • The Vice-Chairperson’s authorities and duties include, but are not limited to:

          • The Vice-Chairperson shall perform the duties of the Chairperson if the Chairperson is unable to do so or is absent; perform such other tasks as may be assigned by the PCAB and, at the request of the Chairperson, assist in the performance of the duties of the Chairperson.

          • The Vice-Chairperson shall serve as time-keeper for the meetings, and will schedule groups/individuals for public comment.

        • The Secretary’s authorities and duties include, but are not limited to:

          • The Secretary shall keep accurate records and minutes of all meetings of the PCAB; make available copies of the minutes of the previous meeting and distribute them in advance of each meeting; maintain the Minutes Book of the PCAB and a current listing, with phone numbers and addresses, of the PCAB Members.

          • The Secretary shall be responsible for drafting correspondence (letters/reports) on behalf of PCAB.

          • The Secretary is authorized to sign checks / purchase orders for approved PCAB expenses.

        • The Treasurer’s authorities and duties include, but are not limited to:

          • The Treasurer shall oversee:

            1. the budget development and securing funds for PCAB;

            2. deposit of funds into the proper accounts of the PCAB;

            3. the recondition of all receipts and disbursements from such account or accounts;

            4. the preparation of the books and records of the finances of the Corporation;

            5. the preparation of financial reports of the accounts for each Board meeting;

            6. and the preparation and filing of all end of the year financial reports.

          • The Treasurer is authorized to sign checks / purchase orders for approved PCAB expenses.

        • Other officers appointed by the PCAB shall perform such duties as may be specified by the PCAB or by officers given authority over them.

6. PCAB Meetings

   2. • Annual Meeting: PCAB may choose to hold an Annual Meeting or Board Retreat at such date and time as is determined by the PCAB.

      • Regular PCAB Meetings: Regular meetings of the PCAB shall be held at least 10 times per year and may be scheduled more often by the Chairperson.

      • Meetings with CEO and BOSC: The PCAB shall meet quarterly with the Chief Executive Officer (CEO) of the Baltimore City Public Schools. The Board of School Commissioners (BOSC) shall be invited to all such meetings.

      • Special Meetings: Special meetings of the PCAB shall be held at any time and at any place when called by the Chairperson or by at least three Members. Business transacted at special meetings shall be confined to the purposes of the meeting stated in the notice of the meeting.

      • Notice of Meetings: Notice of regular PCAB meetings, including the annual meeting, shall be in writing or by electronic transmission and delivered at least 10 days before the day of the meeting. Notices of special meetings shall state that it is a special meeting being called and may be given orally, in writing, or by electronic transmission at least 48 hours prior to the meeting time. Failure of notice to any member shall not invalidate the meeting or any action taken at the meeting.

      • Meetings by Electronic Means: Members of the PCAB may participate in a meeting by means of a telephone conference, videoconference, or similar communications technology by which all Members can participate in the meeting at the same time. Participation by such means shall constitute presence in person at such a meeting.

      • At meetings of the PCAB, a quorum shall consist of fifty percent (50%) of the Members currently serving, present in person or via electronic means. If fewer than five Members are currently serving, the quorum shall be three.

      • PCAB Meetings shall be conducted using the latest edition of Robert’s Rules of Order.

      • Voting: Except as otherwise provided in these bylaws, decisions of the PCAB shall be by vote of a majority of those present, at a meeting where a quorum is present. Each Member shall have one vote. Members of the PCAB may vote in absentee if the vote is provided in writing to the Secretary at least 24 hours in advance of the meeting. Absentee voting is prohibited for officer elections.

7. Committees

The PCAB may create such committees as it deems necessary to provide advice and recommendations to PCAB. Except where explicitly permitted in these bylaws or as delegated by a vote of the PCAB, Committees may not exercise authority on behalf of PCAB – they are advisory only.

The Chairperson shall appoint persons to serve on those committees, including persons who are not PCAB members. Committee members must be re-appointed after the end of each fiscal year.

Persons who are not PCAB members can serve as PCAB Committee Members. Such service does not constitute PCAB membership, and PCAB Committee Members who are not Members of the PCAB serve strictly an advisory role with no voting rights.

All Committee appointments must be approved by the PCAB either prior to the appointment or be ratified at the next PCAB meeting.

7. 2. • • Executive Committee.

          • The Executive Committee shall consist of the Chairperson, Vice-Chairperson, Secretary and Treasurer.

          • The Executive Committee shall develop recommendations with respect to various matters pertaining to the affairs of PCAB and shall report such recommendations to the PCAB for action.

          • In instances where special circumstances require expeditious action between meetings of the PCAB

            1. the Executive Committee shall have the power to take the necessary actions, subject to any prior limitation imposed by the PCAB; and,

            2. A summary of the circumstances requiring any expeditious action taken by the Executive Committee shall be submitted to the PCAB.

        • Standing Committees.

          • The Chairperson may establish such standing committees as the Chairperson determines are appropriate for the conduct of the business of the PCAB.

          • Each committee shall include at least two members of the PCAB and may include persons who are not members of the PCAB.

          • Members of the Standing Committees shall be appointed by the Chairperson and approved by the PCAB.

          • PCAB Standing Committees are:

            1. Policy Committee

            2. Family & Community Engagement Committee

            3. Teaching & Learning Committee

            4. Budget Committee

            5. Communications Committee

          • Special (Ad-Hoc) Committees.

            1. The Chairperson of the Corporation or the Board of Directors may establish such special committees as they determine are necessary for the functioning of the PCAB.

            2. Each such committee shall be given a specific charge and term. No special committee shall have a term extending beyond one (1) year unless reappointed.

            3. The members of special committees established by the board of PCAB shall be named by the Chairperson and approved by the PCAB.

8. Appointed Staff and Consultants

   2. • The PCAB may appoint a chief executive officer, staff, or consultants to carry out the work of the PCAB. The most senior staff or consultant appointed by PCAB shall report to and be subject to hire and termination by the entire PCAB. Other staff or consultants shall report to the most senior staff member or consultant.

      • The Executive Committee may delegate duties to staff or consultants. The duties and authority delegated shall be in written job descriptions.

9. Compensation

The Members of the PCAB and the elected officers shall serve without compensation for their services as board members or officers.

PCAB Members and officers may be reimbursed for all expenses reasonably incurred on behalf of the PCAB in accordance with Baltimore City Public Schools guidelines.

10. Availability of PCAB Records

These bylaws, the roster of PCAB Members, financial statements, and the minutes or proceedings of the PCAB shall be made available to the public upon request.

Inspection may be made in person and includes the right to make extracts at the individual’s expense.

11. Signature Authority

All checks, notes, acceptances, and orders for payment of money shall be signed by any one of the Chairperson, Secretary or Treasurer. All contracts, leases and deeds of any kind shall be signed by the Chairperson and Vice Chairperson. A vote of the PCAB is required for expenditures above $200.

12. Conflict of Interest

Any PCAB member, employee, consultant or committee member having an interest in a contract or other transaction or determination under consideration by the PCAB for authorization, approval or ratification shall give prompt, full and frank disclosure of his or her interest to the PCAB or committee prior to its acting upon such contract or transaction.

12. 2. • • The body to which the disclosure is made shall thereupon determine, by majority vote, whether the disclosure shows that a conflict of interest exists or can reasonably be construed to exist.

         • If a conflict is deemed to exist, such person shall not vote on, nor use his or her personal influence on, nor participate (other than to present factual information or to respond to questions) in the discussions or deliberations with respect to such contract, transaction or determination.

         • Such person may be counted in determining the existence of a quorum. The minutes of the meeting shall reflect the disclosure made, the vote taken, and, where applicable, the abstention from voting and participation, and whether a quorum was present.

         • PCAB may require its members to complete an annual Conflict of Interest disclosure.

13. Fiscal Year

The fiscal year of the Corporation shall be the same as the fiscal year of Baltimore City Public Schools, which ends June 30th.

Prior to February 28, the PCAB will annually submit a proposed budget for the upcoming school year to the Board Executive Officer for consideration in the next fiscal year budget. At least three (3) business days prior to submitting the Board Office’s budget to the Finance Department, the Board Executive Officer will share the proposed budget for the PCAB with the PCAB Members.

14. Action Without Meeting

Any action which may be properly taken by the PCAB members assembled in a meeting may also be taken without a meeting, if consent in writing, or via electronic means, setting forth the action so taken is signed by all of the PCAB members entitled to vote with respect to the action.

Such consent shall have the same force and effect as a vote of the PCAB assembled and shall be filed with the minutes.

15. Amendments

These bylaws may be amended by a simple majority vote of the PCAB members present and entitled to vote at a meeting at which a quorum is present.

Any proposed amendment(s) must be submitted to the members in writing or via electronic means at least ten (10) days prior to the meeting date to decide on the proposed amendment(s).

16. Non-Discrimination

PCAB shall not discriminate against any person on the basis of age, sex, race, color, national origin, sexual or affectional preference, gender identity, disability, or political or religious opinion or affiliation in any of its policies, procedures or practices.