Article I – Name
The name of the organization shall be the Falk Elementary PTO, Inc.
Article II – Purpose
The mission of the Falk Elementary School PTO, Inc. is to work together to support students and their families educationally, socially, and culturally within a diverse community of learning by:
- Advocating communication between families and teachers and staff within the Falk school community,
- Providing programs, activities, and services that strengthen and support the Falk school community,
- Supporting the mission of Falk elementary.
Article III – Membership
Section 1. Any parent, guardian, or other adult standing in loco parentis for a student at the school may be a member and shall have voting rights. The principal and any teacher employed at the school may be a member and have voting rights.
Section 2. The membership list will be present at each regular meeting, and will serve as a sign-in sheet at the meeting.
Article IV – Officers and Elections
Section 1. Officers.
The officers shall be a president, vice president, secretary, and treasurer. In addition to the duties listed below, each officer will also perform other such duties as applicable to the office as prescribed by the parliamentary authority of this organization.
A staff member of Falk Elementary School may not be an officer unless they are also a parent, guardian, or other adult standing in loco parentis for a student at the school.
a. President. The president shall preside over meetings of the organization and Executive Board, serve as the primary contact for the principal, represent the organization at meetings outside the organization, serve as an ex officio member of all committees except the nominating committee, and coordinate the work of all the officers and committees so that the purpose of the organization is served. The role of the president is primarily that of a leader, motivator, and organizer.
b. Vice President. The vice president shall assist the president and carry out the president’s duties in his or her absence or inability to serve. The vice president coordinates the activities of committees created by the Executive Board and oversees nominations for elections each spring.
c. Secretary. The secretary shall keep all records of the organization, take and record minutes, prepare the agenda, handle correspondence, and send notices of meetings to the membership. The secretary also maintains a digital copy of the minutes, bylaws, rules, membership list, and any other necessary supplies, and has them ready to access at meetings.
d. Treasurer. The treasurer shall receive all funds of the organization, keep an accurate record of receipts and expenditures, and pay out funds in accordance with the approval of the Executive Board. He or she will present a financial statement at every meeting and at other times of the year when requested by the Executive Board, and make a full report at the end of the year.
Section 3. Nominations and Elections. Elections will be held at the second to last meeting of the school year. The nominating committee shall select a candidate for each office and present the slate at a meeting held one month prior to the election. At that meeting, nominations may also be made from the floor. Voting shall be by voice vote if a slate is presented. If more than one person is running for an office, a ballot vote shall be taken.
Section 4. Terms of Office. Board Members are elected for one year and may serve no more than two (2) consecutive terms in the same office.
- Officers that have reached term limits may be determined eligible by the PTO board for re-election if no eligible members step forward through the nomination process.
- Each person elected shall hold only one office at a time.
- The sitting board and the newly elected board will overlap and work together for the remainder of the school year.
Section 5. Removal From Office. Officers can be removed from office with or without cause by a two thirds vote of those present (assuming a quorum) at a regular meeting where previous notice has been given. In the event that an officer is not in attendance at three consecutive monthly board meetings (1/3 of the school year) the board may determine at the 4th meeting a need to nominate an interim officer to fill the officer's position for the remaining months of the school year.
Section 6. Vacancies. If there is a vacancy in the office of president, the vice president will become the president. At the next regularly scheduled meeting, a new vice president will be elected. If there is a vacancy in any other office, members will fill the vacancy through an election at the next regular meeting.
Article V – Meetings
Section 1. Regular Meetings. The regular meeting of the organization shall be on the same day and at the same time each month, to be determined by the Executive Board.
Section 2. Special Meetings. Special meetings may be called by the president, any two members of the Executive Board, or five general members submitting a written request to the secretary. Previous notice of the special meeting shall be sent to the members at least 24 hours prior to the meeting, by email.
Section 3. Annual Meeting. The annual meeting will be held at the April regular meeting. The annual meeting is for receiving reports, electing officers, and conducting other business that should arise.
Section 4. Quorum. The quorum shall be 8 members of the organization.
Section 5. Notification of Meetings. The secretary will notify the members of the meetings via email, Facebook, and by backpack flier at least one week prior to the meeting.
Article VI – Executive Board Members
Section 1. Membership. The Executive Board Members shall consist of the officers. Only the officers have voting rights for Executive Board business.
Section 2. Duties. The duties of the Executive Board shall be to transact business between meetings in preparation for the general meeting, create standing rules and policies, create standing and temporary committees, prepare and submit a budget to the membership, approve routine bills, and prepare reports and recommendations to the membership.
Section 3. Board Meetings. Regular board meetings shall be held monthly, to be determined by the board. Special board meetings may be called by any two board members, with 24 hours notice
Section 4. Quorum. Half the number of board members plus one constitutes a quorum.
Article VII – Committees
Section 1. Membership. Committees may consist of general members and Executive Board members, with the president acting as an ex officio member of all committees.
Section 2. Standing Committees. The following committees shall be held by the organization: Fundraising, Family Outreach, and School Staff Outreach.
Section 3. Additional Committees. The board may appoint additional committees as needed.
Article VIII – Finances
Section 1. A tentative budget shall be drafted in spring for the following school year and approved at a fall meeting by a majority vote of the members present.
Section 2. The treasurer shall keep accurate records of any disbursements, income, and bank account information.
Section 3. The board shall approve all expenses of the organization with the annual budget, or by majority during an Executive Board Meeting or via electronic communication. Approved expenditures may be reimbursed upon submission of receipts to the PTO treasurer. Reimbursement must be submitted with the reimbursement request form within 90 days of purchase.
Section 4. Two board member signatures shall be required on each reimbursement request form.
Section 5. The treasurer shall prepare a financial statement at the end of the year, to be reviewed by the Board.
Section 6. The fiscal year shall coordinate with the school year (September 1 - August 31).
Section 7. Upon the dissolution of the organization, any remaining funds should be used to pay any outstanding bills and, with the membership’s approval, spent for the benefit of the school.
Article IX – Standing Rules
Standing rules may be approved by the Executive Board, and the secretary shall keep a record of the standing rules for future reference.
Article X – Dissolution
The organization may be dissolved with previous notice (14 calendar days) and a two thirds vote of those present at the meeting.
Article XI– Amendments
These bylaws may be amended at any regular or special meeting, providing that previous notice was given in writing at the prior meeting and then sent to all members of the organization by the secretary. Notice may be given by postal mail, electronic communication, or hard copy. Amendments will be approved by a two thirds vote of those present, assuming a quorum.
Article XII – Conflict of Interest Policy
Section 1. Purpose. The purpose of the conflict of interest policy is to protect this tax exempt organization’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Section 2. Definitions.
a. Interested Person. Any Executive Board members or committee members who has a direct or indirect financial interest, as defined below, is an interested person.
b. Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
i. An ownership or investment interest in any entity with which the organization has a transaction or arrangement;
ii. A compensation arrangement with the organization or with any entity or individual with which the organization has a transaction or arrangement; or
iii. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the organization is negotiating a transaction or arrangement.
“Compensation” includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. Under Section 3b, a person who has a financial interest may have a conflict of interest only if the Executive Board members or committee members decides that a conflict of interest exists.
Section 3. Procedures.
a. Duty To Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Executive Board members or committees members who are considering the proposed transaction or arrangement.
b. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the Executive Board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Executive Board or committee members shall decide whether a conflict of interest exists.
c. Procedures for Addressing the Conflict of Interest.
i. An interested person may make a presentation at the Executive Board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
ii. The president of the Executive Board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
iii. After exercising due diligence, the Executive Board or committee shall determine whether the organization can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
iv. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Executive Board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.
d. Violations of the Conflict of Interest Policy.
i. If the Executive Board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
ii. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Executive Board or committee determines that the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 4. Records of Proceedings.
The minutes of the Executive Board and all committees shall contain:
a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest; the nature of the financial interest; any action taken to determine whether a conflict of interest was present; and the Executive Board’s or committee’s decision as to whether a conflict of interest in fact existed.
b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement; the content of the discussion; including any alternatives to the proposed transaction or arrangement; and a record of any votes taken in connection with the proceedings.
Section 5. Executive Board Member Agreements.
Each Executive Board member shall annually sign a statement which affirms that such person:
• Has received a copy of the conflict of interest policy;
• Has read and understood the policy;
• Has agreed to comply with the policy; and
• Understands that the organization is charitable and that in order to maintain its federal tax exempt status it must engage primarily in activities which accomplish one or more of its tax exempt purposes.
Section 6. Periodic Reviews.
To ensure that the organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, ensure that all the organization’s activities conform to the organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in inurement, impermissible private benefit, or an excess benefit transaction.
Section 7. Use of Outside Experts.
When conducting the periodic reviews as provided for in Section 6, the organization may, but need not, use outside advisers. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring that periodic reviews are conducted.