Article I – Name & Purpose

1. Name: The name of the organization is Valley Preschool & Childcare.

2. Purpose: The organization operates as a nonprofit in accordance with Iowa law, providing high-quality early childhood education and childcare services to the community.

3. Mission Statement: The mission of Valley Preschool & Childcare is to provide children with an engaging and nurturing environment, while stimulating social and cognitive growth.

Article II – Board of Directors

1. Authority: The Board of Directors is the governing body, responsible for policy, oversight, and strategic direction.

2. Composition: The Board shall consist of not fewer than 5 and not more than 15 directors.

3. Election & Terms: Directors shall be selected/elected by the Board to serve a two-year term, with half the group being elected each year.

   1. Election of new members shall be every September.

   2. Membership on the board will run from September- May of the second year.

4. Duties: Each director shall: 

   1. Attend board meetings regularly. 

   2. Serve on at least one committee. 

   3. Act in the best interests of the organization (duty of care, loyalty, and obedience).

5. Vacancies: The Board may fill vacancies by majority vote.

6. Removal: A director may be removed by a two-thirds vote for cause. 

Article III – Officers

1. Officers: The officers shall be a President, Vice President, Secretary, and Treasurer, elected from among the directors.

2. Duties:

   1. President: Presides over meetings, provides leadership, and represents the organization.

   2. Vice President: Assists the President and acts in their absence.

   3. Secretary: Maintains records, meeting minutes, and organizational documents.

   4. Treasurer: Oversees finances, presents financial reports, and works with staff/financial coordinator.

3. Terms: Officers shall serve a one year term, renewable by re-election. 

Article IV – Meetings

1. Frequency: The Board shall meet at least quarterly.

2. Notice: Written notice of meetings shall be provided at least 7 days in advance.

3. Quorum: A majority of current directors shall constitute a quorum.

4. Voting: Decisions shall be made by majority vote of directors present, unless otherwise specified.

5. Annual Meeting: The Board shall hold an annual meeting for strategic and financial planning, fundraising approvals, and approval of reports and budgets.

   1. This Meeting shall occur each year in May

Article V – Decision-Making & VotingIV – Meetings

1. Authority to Vote: The Board of Directors shall exercise its authority through votes taken at duly called meetings or via approved electronic means in accordance with Iowa law.

2. Matters Requiring a Vote:  A vote of the Board shall be required to approve or adopt actions including, but not limited to:

   • Adoption or amendment of bylaws

   • Election or removal of officers or directors

   • Approval of the annual budget and major financial expenditures

   • Approval of policies that materially affect operations or compliance

   • Entering into contracts or agreements

   • Hiring or termination of the Director or Financial Coordinator

   • Major program changes, expansion, or dissolution of services

   • Decisions related to property acquisition, leasing, or disposal

   • Organizational dissolution or merger

3. Routine Decisions: Routine operational decisions that do not materially affect finances or governance may be delegated to the Director, Financial Coordinator, or relevant committees, as authorized by the Board.

4. Voting Method:

   • Each director present has one vote.

   • Proxy voting is not permitted.

   • Electronic votes (email or virtual platforms) may be permitted if all members have access and the results are documented in the minutes.

5. Approval Requirements:

   • Unless otherwise stated, a simple majority of directors present constitutes approval.

   • A two-thirds vote is required for bylaw amendments, removal of directors, or organizational dissolution.

Article VI – Committees

1. The Board may establish standing or ad hoc committees as needed.

2. Standing committees may include:

   1. Administrative Committee
      Responsible for assisting the Director in operational planning, policy updates, and administrative procedures. Reviews compliance, HR, and daily operational needs as needed.

   2. Financial Committee
      Provides financial oversight, reviews monthly financial reports, and assists in preparing and monitoring the annual budget. Works closely with the Treasurer, Financial Coordinator, and Director to ensure accountability and transparency.

   3. Fundraising Committee
      Plans and supports fundraising activities and events. Engages parents, community members, and businesses to support the organization’s financial sustainability.

   4. Playground Committee
      Oversees maintenance, improvements, and safety inspections for outdoor play areas. Coordinates volunteer efforts and fundraising for facility updates.

   5. Parent Liaison Committee
      Oversees program quality, staffing, and compliance with licensing standards for Center programs.. Provides input on policies and curriculum to ensure a nurturing, safe, and developmentally appropriate environment. The committee is also responsible for reviewing and maintaining the Parent Handbook to ensure it accurately reflects current policies and practices.

   6. Marketing Committee
      Promotes the organization’s programs, events, and enrollment opportunities. Develops materials, manages social media, and builds community awareness.

3. Committees report to the full Board and may not act in place of the Board unless authorized.

Article VII – Fiscal Year & Finances

1. Fiscal Year: The fiscal year shall run from July 1 to June 30 unless otherwise determined.

2. Financial Oversight: The Treasurer, Financial Coordinator, and Director shall ensure financial accountability.

3. Annual Budget: The Board shall approve the annual budget prior to the start of the fiscal year.

Article VIII – Conflict of Interest

1. Directors must disclose any potential conflicts of interest.

2. No director shall vote on any matter in which they or their immediate family have a direct financial benefit that is distinct from or greater than the benefit to other members or families. Routine matters affecting all parents, such as tuition rates, do not constitute a financial conflict.

Article IX– Amendments

1. These bylaws may be amended at any regular or special meeting of the Board by a two-thirds vote, provided notice of the amendment is given at least 10 days in advance. 

Article X – Dissolution

1. Upon dissolution, assets shall be distributed in accordance with Iowa nonprofit law, and exclusively for charitable/educational purposes. 

Article XI – Definitions

For the purposes of these bylaws, the following definitions apply:

• Board – The governing body of Valley Preschool & Childcare, also referred to as the Board of Directors.

• Director – A voting member of the Board of Directors.

• Officer – A director elected to serve in a leadership position such as President, Vice President, Secretary, or Treasurer.

• Quorum – The minimum number of board members required to be present to conduct official business. Unless otherwise stated, a quorum is a majority of current directors.

• Majority Vote – More than half of the votes cast by directors present at a meeting with a quorum.

• Proxy Voting – The practice of allowing one person to vote on behalf of another. Proxy voting is not permitted.

• Conflict of Interest – A situation in which a director’s personal or financial interests could improperly influence board decisions.

• Electronic Meeting – A meeting held through virtual means (e.g., Zoom, Teams) that allows all participants to hear and be heard in real time.

Fiscal Year – The organization’s annual accounting period, running from July 1 to June 30.