CPO ByLaws


Updated on February 18, 2011, as amended by vote at the CPO Board meeting held February 15, 2011.


SECTION 1. The name of the corporation is LASSITER NJROTC CADET PARENT ORGANIZATION, INC. (hereinafter referred to as the “CPO” or the “Corporation”).
SECTION 2. The CPO was incorporated by virtue of the issuance of a Certificate of Incorporation by the Secretary of State of the State of Georgia in accordance with the applicable provisions of the Georgia Non-Profit Corporation Code.
SECTION 3. The Corporation shall at all times maintain a registered office in the State of Georgia and shall have a registered agent at that address. The name of the registered agent and address of the registered office shall be the same as the Corporation shall designate and file with the office of the Secretary of State of the State of Georgia.
SECTION 4. The principal office and place of business of the CPO shall be 2601 Shallowford Road, Marietta, GA 30066. The CPO may establish and maintain an office or offices at such other places, either within or without the State of Georgia, as the Board of Directors may from time to time determine.


SECTION 1. The CPO is organized to provide financial, moral, and physical support to the NJROTC program at Lassiter High School. The objects and the purposes of the CPO shall be to promote ways and means of providing for the needs of the Lassiter High School NJROTC program, above and beyond those supplied by the Cobb County School System and the United States Navy. The CPO shall seek neither to direct the administrative activities of the NJROTC program nor control its policies. Rather, the CPO shall support and implement the programs and policies recommended by the Naval Science Instructors of the Lassiter NJROTC program.
SECTION 2. The CPO shall not contemplate pecuniary gain or profit or distribution of profits or dividends to the members thereof.
SECTION 3. The Corporation shall be organized, operated and governed as a non-profit corporation pursuant to the laws of the State of Georgia and these bylaws. The CPO shall possess all the powers granted by law to any non-profit corporation in the execution of its purposes described herein.


SECTION 1. All parents or guardians of active Lassiter NJROTC students are automatically members of the CPO and upon such other requirements as may, from time to time, be established and prescribed by the Board of Directors. The Payment of dues to support the unit is optional .
SECTION 2. No member of the CPO shall be liable for any of the debts of the CPO, except as any such member may personally endorse or guarantee any debt of the CPO.
SECTION 3. Regular meetings of the membership shall be held every other month during the school year at the principal office. Notice of a temporary change of customary meeting time and/or place shall be set by the President or the Board of Directors. Notice of regular meetings shall be published in advance in the CPO newsletter or on the CPO web site.
SECTION 4. Special meetings of the membership may be called at any time by the President or the Board of Directors by distributing an e-mail notice thereof via the CPO distribution list. Notice of the meeting shall be given to the membership not less than two days prior to such meeting, stating the time, place, and the purpose of the special meeting.
SECTION 5. Members may request a special meeting by written request to the President. Such request shall set forth the purpose for which such meeting is requested and the Board shall make a determination as to the validity of such request. Any meeting so requested shall be limited to the purpose set forth in the request.
SECTION 6. Members present shall constitute a quorum for the transaction of business at regular and special meetings.
SECTION 7. Meetings of members shall be presided over by the President or, if s/he is not present, by a Vice President(s), or if none of said officers is present, by a chairman to be elected at the meeting. The Secretary, or if s/he is not present, any Assistant Secretary shall act as secretary of such meetings. In the absence of the Secretary and any Assistant Secretary, the presiding officer may appoint a person to act as Secretary of the meeting.
SECTION 8. At all meetings of members every adult member entitled to vote thereat shall have one (1) vote. Such vote shall be in person and not by proxy. All elections shall be had and all questions shall be decided by a majority of the votes cast at a duly constituted meeting, except as otherwise provided by law or by these bylaws.
SECTION 9. ROBERT’S RULES OF ORDER, NEWLY REVISED shall govern all meetings when not inconsistent with these bylaws

SECTION 1. Subject to these Bylaws, the full and entire management of the affairs and business of the CPO shall be vested in the Board of Directors, which shall have and may exercise all of the powers, duties and functions of the CPO.
SECTION 2. The Board of Directors shall have and may exercise control and direction of the affairs and property of the Corporation; shall determine its polices or changes therein; shall actively promote its purposes and objectives; oversee the development of the Corporation’s budget; oversee the disbursement of funds, review at least quarterly its financial condition; and support and serve as constant advocate of the mission and purpose of the Corporation. The Board of Directors may adopt such rules and regulations for the conduct of its business and the business of the Corporation as it deems advisable, and may, in execution of the powers granted herein, delegate certain of its authority to appropriate committees. The Board of Directors shall not permit or authorize any part of the funds assigned to the Corporation to inure to the benefit of any member, director, officer, or other private person or individual.
SECTION 3. The precise number of persons serving on the Board of Directors shall be fixed by resolution of a majority of the entire Board of Directors, provided that the Board of Directors shall consist of not less than seven (7) members. The Board of Directors shall be comprised of the Executive Officers of the CPO as described in Article V of these bylaws, and one (1) member from each of the Standing Committees described in Article VII hereof.
SECTION 4. Directors shall hold office for a term of one (1) year commencing June 1, and shall correspond to the election of the executive officers. The newly elected executive officers of the CPO, as described in Article V of these by-laws, shall be elected at the March meeting of the membership. The outgoing Board shall attend without vote two joint meetings with the newly elected and constituted Board. These joint meetings shall be held, one between April 1 and April 30 and one between May 1 and May 30 in order to properly transition responsibilities to the new board.
SECTION 5. As set forth in the Georgia Non-Profit Corporation Code, O.C.G.A. § 14-3-843, any officer may resign at any time by delivering notice to the Corporation. A resignation is effective when the notice is effective unless the notice specifies a future effective date. If a resignation is made effective at a future date and the corporation accepts the future effective date, the Board may fill the pending vacancy before the effective date if the Board provides that the successor does not take office until the effective date. Further, the Board may remove any officer at any time with or without cause, by motion and majority vote, at any meeting of the Board.
SECTION 6. The Lassiter High School NJROTC Naval Science Instructors, and the NJROTC Student Commanding Officer or his designee shall serve as non-voting, ex officio members of the Board of Directors.
SECTION 7. The annual meeting of the Board of Directors shall be held at such place as the Board of Directors shall determine on such day and at such time as the Board of Directors shall designate. Unless waived, notice of the time and place of such annual meeting shall be given by the Secretary either personally or by telephone, first class mail, or electronic mail not less than ten (10) nor more than fifty (50) days before such annual meeting.
SECTION 8. Regular meetings of the Board of Directors shall be held no less than quarterly at dates and times prescribed by the Board. Unless waived, notice of the time and place of each such regular meeting shall be given by the Secretary either personally or by telephone, mail, or electronic mail not less than five (5) or more than thirty (30) days before such regular meetings.
SECTION 9. Special meetings of the Board of Directors may be called by or at the request of the President or by any two (2) of the Directors in office at the time. Unless waived, notice of the time, place, and purpose of any special meeting of the Board of Directors shall be given by the Secretary, either personally or by telephone, mail or electronic mail at least twenty-four (24) hours prior to such meeting.
SECTION 10. Attendance by a Director at a meeting shall constitute waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of business because the meeting is not lawfully called.
SECTION 11. Fifty-one percent (51%) of the Board shall be necessary to constitute a quorum for the transaction of business at the meetings of the Board. Where no quorum is present any action which could properly be taken at a meeting of the Board may be taken and shall be valid if approved and signed by the majority of the members of the Board within five (5) days after the date of such meeting.
SECTION 12. Except as otherwise provided in these Bylaws, all resolutions adopted and all business transacted by the Board of Directors shall require the affirmative vote of a majority of the directors present at the meeting.
SECTION 13. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if consent in writing, setting forth the action so taken shall be signed by all the members of the Board of Directors. Such consent shall have the same force and effect as a unanimous vote at a meeting. Any such consent may be signed in counterparts and transmission of the signature of a director by facsimile shall be treated as an original signature. The signed consent shall be placed in the minute book of the Corporation.
SECTION 14. The Board of Directors may hold meetings by telephone conference or other similar means of communication by which all persons in attendance at the meeting can participate. Participation in such a meeting shall constitute presence in person at the meeting except where a person participates in the meeting for the express purpose of objecting to the transaction of business on the grounds that the meeting is not lawfully called or convened.
SECTION 15. A meeting of the Board of Directors, whether or not a quorum is present, may be adjourned by a majority of the Directors present to reconvene at a specific time and place. It shall not be necessary to give notice of the reconvened meeting or of the business to be transacted, other than by announcement at the meeting that was adjourned. At any such reconvened meeting at which a quorum is present, any business may be transacted which would have been transacted at the meeting that was adjourned.

SECTION 1. Only parents or guardians of Lassiter NJROTC students enrolled in the program during the then current school year shall be eligible to serve as Executive Officers or Chairpersons of Standing Committees of the CPO.
SECTION 2. The Executive Officers of this CPO shall be the President, Vice President(s), Secretary, and Treasurer; and no two such offices shall be held by the same person concurrently. For definitive purposes, each office (not officer) represents one (1) member on the Board. With the written approval of the Board of Directors, the Board of Directors of the Corporation shall from time to time create and establish the duties of such other officers or assistant officers as it deems necessary for the efficient management of the Corporation.
SECTION 3. Such officers shall serve for a term of one (1) year, and thereafter until their successors have been elected and qualified or until their earlier death, resignation, removal, retirement, or disqualification. No person shall serve more than two (2) consecutive terms as President of the Association. The President should have served on the Board or been involved in NJROTC activities. The Vice President(s)(s) should be involved in NJROTC activities and ready to assume the duties of the President. The Secretary should have capability of recording and maintaining accurate records of all meetings.
SECTION 4. The Executive Officers of the CPO shall be elected by plurality of the members of the CPO present at its end of year meeting. Officers shall hold office for one (1) year, commencing June 1, or until their successors are elected.
SECTION 5. Any officer may be removed from office with or without cause by the affirmative vote of a majority of the Directors entitled to vote at any special meeting of directors called for that purpose. The Board may fill any vacancy of any executive office. A vacancy in any office shall be filled followed by an election, held at the next regular meeting upon the occurrence of such vacancy, unless all of the offices become vacant by reason of rescission, in which event the vacancy shall be filled at the same meeting by which the vacancies were created. A vacancy exists when any officer resigns his or her office or is removed by recall or rescission.

SECTION 1. The President shall be the chief executive officer of the Association and shall have general and active management of the operation of the Corporation. s/he shall be responsible for the administration of the Corporation, including general supervision of the policies of the Corporation and general and active management of the financial affairs of the Corporation, and shall execute, in the name and on behalf of the Corporation, all contracts. The President shall preside at all meetings of the CPO and of the Board, shall call meetings as provided in these bylaws, and shall be an ex-officio member of all committees. The President should be represented at all activities where feasible. The President shall appoint a committee for the purpose of nominating a slate of executive officers for the following school year in accordance with the standing rules for the nominating committee which are attached hereto and by reference incorporated herein. The President shall be empowered to conduc t the day-to-day business of the CPO on behalf of the Board between meetings, so long as such acts are reported to the Board at its next meeting. Should any such action require the expenditure of CPO moneys, such expenditure must have been included in the annual budget approved by the membership or voted on by the Board and carried by a majority.
SECTION 2. The Vice President(s) shall perform the duties and exercise the powers of the President in the absence of the President, and shall perform such other duties as may be assigned from time to time by the President.
SECTION 3. The Secretary shall record, or cause to be recorded, all votes, actions and minutes of all meetings and the proceedings of the membership and the Board, in a book to be kept for that purpose and shall perform, or cause to be performed, like duties for the standing committees when required. The Secretary shall provide that notice is given of all meetings of the Board of Directors and shall perform such other duties as may be assigned from time to time by the President.
SECTION 4. The Treasurer shall have general oversight responsibilities for the budgeting and financial processes of the Corporation. The Treasurer shall report the current fiscal condition of the Corporation to the Board of Directors at each meeting of the Board and at each CPO General Membership Meeting. The Treasurer shall be responsible for the receipt and disbursement of all funds of the CPO, the timely filing of all required tax forms in accordance with governing law, and shall perform such other duties as may be assigned from time to time by the President. The Treasurer shall be bonded. The President or Treasurer shall sign all checks for disbursement of funds. All checks over $1,000.00 shall be co-signed by the Treasurer and President unless for the disbursement of funds for approved budgeted expenses. The Treasurer should oversee and account for all monies collected.

SECTION 1. There shall be the following standing committees with chairpersons elected, by the membership at its end of year meeting, and shall have such additional duties designated by the President or Board of Directors:
Special Events – coordinates all special events, such as annual picnic, holiday party, military ball, annual military inspection, awards banquet.
Spirit Wear – coordinates all spirit wear purchases.
Ways and Means – coordinates two-to-three fund raising events.
Rifle Team Parent Coordinator – assist with rifle team meets, arrange for chaperones, and food and water for the meets.
Drill Team Parent Coordinator – assist with drill team meets, arrange for chaperones, and food and water for the meets.
Orienteering Team Parent Coordinator – assist with orienteering team meets, arrange for chaperones, and food and water for the meets.
SECTION 2. Meetings of all committees shall be held as necessary for the performance of the duties of each committee. All committees shall submit a copy of their minutes to the Secretary for inclusion in the Board Meeting Minutes.

SECTION 1. The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors. The Corporation shall keep at its principal office a record of the names, addresses, telephone numbers and e-mail addresses of the directors, officers and committee members.
SECTION 2. All members shall be requested to keep the Secretary informed as to their latest address, telephone number, and e-mail address.
SECTION 3. The fiscal year shall begin on the first day of July and end on June 30. At the meeting closing the fiscal year, the annual financial report of the CPO shall be given by the Treasurer. An independent review of the financial records of the CPO shall be performed on an annual basis.
SECTION 4. Standing rules direct the administration of the CPO. A standing rule may be added, deleted, or changed by a majority vote at a regular meeting of the membership. A list of the current standing rules is attached following the bylaws.
SECTION 5. Whenever the context so requires, the masculine shall include the feminine and neuter, and the singular shall include the plural, and conversely. If any portion of these Bylaws shall be invalid or inoperative, then so far as is reasonable and practicable: (1) the remainder of these bylaws shall be considered valid and operative and (2) effect shall be given to the intent manifested by the portion held invalid or inoperative.

SECTION 1. The seal of the Corporation shall be in such form as the Board of Directors may from time to time determine. In the event it is inconvenient to use such a seal at any time, or in the event the Board of Directors shall not have determined to adopt a seal, the signature of the Corporation followed by the word “Seal” enclosed in parentheses or scroll shall be deemed the seal of the Corporation. The seal shall be in the custody of the Secretary and affixed by him or by his assistants on all appropriate papers.

SECTION 1. No director of the Corporation shall be personally liable to the Corporation or its members for monetary damages for breach of his duty of care or other duty as a director, provided that this provision shall eliminate or limit the liability of a director only to the extent permitted from time to time by Georgia law, except liability for: (1) any appropriation, in violation of his duties, of any business opportunity of the Corporation; (2) acts or omissions which involve intentional misconduct or a knowing violation of law; (3) any transaction from which the director derived an improper material personal benefit. Any repeal or modification of this Article by the Corporation shall be prospective only and shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.
SECTION 2. Each and every person who, at any time, has served as a director or officer of the Corporation shall be indemnified by the Corporation, and entitled to advancement of expenses of litigation, to the fullest extent permitted by law against those expenses (including attorneys’ fees) judgments, fines, and amounts paid in settlement which are allowed to be paid, reimbursed, or advanced by the Corporation and which are actually and reasonably incurred in connection with any action, suit or proceedings, pending or threatened, whether civil, criminal, administrative, or investigative, in which such person may be involved by reason of his being or having been a director or officer of this Corporation.
SECTION 3. As a condition to any such right of indemnification, the Corporation may require that it be permitted to participate in the defense of any such action or proceedings through legal counsel designated by the Corporation at the expense of the Corporation.
SECTION 4. The Corporation may purchase and maintain insurance on behalf of any such persons whether or not the Corporation would have the power to indemnify such officers and directors against any liability pursuant to law.

SECTION 1. The Corporation is a voluntary association of individuals the purposes of which, as set forth in the Articles of Incorporation, are exclusively charitable within the meaning of section 501(c)(3) of the Internal Revenue Code. In furtherance of such purposes, the corporation shall have full power and authority: (a) To make distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code; (b) To make distributions for other charitable purposes; (c) To receive and accept property, whether real, personal, or mixed, by way of gift, bequest, or devise, from any person, firm, trust, or corporation, to be held, administered, and disposed of in accordance with and pursuant to the governing instruments of the Corporation, as the same shall be amended from time to time; and (d) To perform all other acts necessary or incidental to the above and to do whatever is deemed necessary, useful, advisable, or conducive, directly or indirectly, as determined by the Board of Directors, to carry out any of the purposes of the Corporation, as set forth in the Articles of Incorporation and these bylaws, including the exercise of all other power and authority enjoyed by corporations generally by virtue of the provisions of the Georgia Nonprofit Corporation Code (within and subject to the limitations of section 501(c)(3) of the Internal Revenue Code).
SECTION 2. The affairs of the Corporation at all times shall be conducted in such a manner as to assure the Corporation’s status as an organization qualifying for exemption from taxation pursuant to section 501(c)(3) of the Internal Revenue Code.

SECTION 1. These bylaws of the CPO may be amended or rescinded, or new bylaws adopted only at a regular meeting by the affirmative vote of two-thirds (2/3) of the members present and voting, and only after notice of proposed action shall have been given at a previous meeting.
SECTION 2. Since the bylaws of the CPO must not be in conflict with Federal or State Constitutions, Federal or State law, any substantive amendment or revision to these bylaws will be referred to legal counsel for review and approval.
End of Bylaws

ACCOUNTING GUIDELINES Disbursements of other than miscellaneous expense items (in excess of $500) must be authorized in advance of payment by a majority vote of the Board members attending a called or regular scheduled meeting of the CPO. Approval of the annual budget will be considered approval for the Treasurer to make payments as they become due and funds are available for budgeted items. The CPO will make no payment to NJROTC or CPO members for voluntary services. Any moneys spent by the CPO must be for direct or indirect benefit of the NJROTC or to conduct the normal business of the CPO and will be paid to the provider of the goods or services received or reimbursed to the CPO member provided a proper receipt for the goods or services rendered has been submitted for reimbursement. The Treasurer and one other person should be presence when verifying cash over $100. The Treasurer will give a receipt for all monies received.

GUIDELINES FOR COMMITTEE APPOINTMENTS The nominating committee is appointed by the CPO President. It is recommended there be three committee members (if feasible) chosen to serve on the committee. The members of the nominating committee should have been active in the CPO for a minimum of one year, and/or involved on committees, or a member of the Board of Directors. It is recommended that the committee shall be represented by a wide range of active members from various committees so that a well-rounded committee is appointed. No member may serve on the nominating committee for two consecutive years.

CONFIDENTIALITY OF ALL COMMITTEE DISCUSSIONS REGARDING ALL POTENTIAL NOMINEES IS REQUIRED OF ALL COMMITTEE MEMBERS. The nominating committee shall be announced at the January general membership meeting, and solicitation for nominations should be made at that time. Any recommendation of nominees for office should be turned into the committee chairperson prior to the April board meeting.

GUIDELINES FOR NOMINATIONS Article V, Section II of the CPO Bylaws should be followed in selecting candidates. In addition to those provisions, it is recommended that the committee nominate a President who has both the time and the flexibility to serve. All executive officers should have people skills in order to promote teamwork within the CPO and fulfill the CPO mission. All members nominated for executive office must be in good standing with the CPO.

PROCEDURES FOR NOMINATIONS It should be announced at the November general membership meeting that nominations will be taken from the floor at the January general membership meeting. The committee chairperson is then to contact nominees for their acceptance of the nomination for office. 3. The slate of nominees is then presented at the general membership meeting in March. 4. The slate of nominees should be presented at the April Awards Banquet (serving as the final CPO meeting for the year) for approval. A special board meeting may be called by the CPO President, if necessary, to approve the slate of nominees. 5. At the last general membership meeting of the year, the CPO President shall ask for the committee chairperson to place the slate of nominees in nomination. The election shall be held according to Robert’s Rules of Order.

REFERENCE TO CPO BYLAWS The nominating committee should be familiar with the following sections of the CPO Bylaws as they pertain to the nomination and election process and the positions to be filled: Article V, Article VI, and Article VII.