Current Version of PTO Bylaws - January 25, 2011
CHOCKSETT PARENT TEACHER ORGANIZATION
BYLAWS ADOPTED NOVEMBER 23, 2010
AS AMENDED JANUARY 25, 2011
ARTICLE I – NAME
The name of the organization shall be the Chocksett Parent Teacher
Organization (“PTO”).
ARTICLE II – PURPOSE
The purpose of the organization is the support of the educational experience
of the students attending the Chocksett Middle School.
ARTICLE III – MEMBERS
Any parent, legal guardian, or other adult standing in loco parentis for a
student at the Chocksett Middle School may be a member and shall have voting
rights. Any teacher employed at the school may be a member and shall have
voting rights. The organization does not discriminate on the basis of race,
color, sex, sexual orientation, physical or mental disability, religion, age,
ancestry or national origin.
ARTICLE IV – BASIC POLICIES
Provisions for the regulation of the internal affairs of the organization,
distribution of assets on dissolution or final liquidation and the
requirements of the IRS Code section 501(c ) are as follows:
A. The organization shall be noncommercial, nonsectarian, and nonpartisan.
B. No part of the net earnings of the organization inure to the benefit of,
or be distributable to, its members, directors, directors, or other private
persons except that the organization shall be authorized and empowered to pay
reasonable compensation for services rendered, and to make payments and
distributions for purposes that are exclusively charitable, scientific,
literary and/or educational within the meaning of Section 501( c)(3) of the
IRS Code of 1986 or the corresponding provision of any future United States
Internal Revenue Law.
C. No substantial part of the activities of the organization shall be the
carrying on of propaganda, or otherwise attempting to influence legislation,
and the organization shall not participate in or intervene in (including the
publishing or distribution of statements) any political campaign on behalf of
any candidate for public office, but nothing herein shall preclude the
organization from expressing its views with respect to legislation which may
affect its operation, assets or finances.
D. Notwithstanding any other provision in these articles, the organization
shall not carry on any other activities not permitted to be carried on (i) by
an organization exempt from federal income tax under Section 501(c)(3) of the
Internal Revenue Code or (ii) by an organization, contributions to which are
deductible under Section 170( c)(2) of the Internal Revenue Code.
E. Upon dissolution of the organization, the Board of Directors shall, after
paying or making provision for the payment of all the liabilities of the
organization, dispose of all of the assets of the organization exclusively
for the purposes of the organization in such manner, or to such other
organization or organizations organized and operated exclusively for
charitable, educational, or scientific purposes as shall at the time qualify
as an exempt organization or organizations under 501(c)(3) of the Internal
Revenue Code of 1954 (or the corresponding provision of any future United
States Internal Revenue law), as the Board of Directors shall determine. Any
such assets not disposed of shall be disposed of by the Worcester Superior
Court, exclusively for such purposes, or to such organization or
organizations, as said court shall determine, which are organized and
operated exclusively for such purposes.
ARTICLE V – OFFICERS AND ELECTIONS
Section 1. Officers. The officers shall consist of a Second Year Co-
Chair/President, First Year Co-Chair/Vice President, a Secretary, and a
Treasurer.
A. First Co-Chair/President. The First Co-Chair/President shall
preside over meetings of the organization and executive board, serve as
primary contact for the principal, represent the organization at meetings
outside of the organization, serve as an ex officio member of all committees,
and coordinate the work of all officers and committees so that the purpose of
the organization is served.
B. Second Co-Chair/Vice President. The Second Co-Chair/Vice
President shall assist the First Co-Chair in all matters related to the
organization and shall carry out the duties of the First Co-Chair in his or
her absence.
C. Secretary. The Secretary shall keep all records of the
organization, take and record minutes, and handle correspondence.
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 budget statement at meetings and make a full financial report
at the end of the year.
Section 2. Nominations and Elections.
Elections will be held at the second to last meeting of the school year.
Nominations can be made from the floor of that meeting, or by submitting
written notice of interest to the school principal prior to the meeting. At
that meeting a voice vote will be taken if all offices are uncontested. If
there is more than one person running for an office, a ballot vote will be
taken.
Section 3. Eligibility.
Any parent or legal guardian of a student attending Chocksett Middle School
is eligible for office.
Section 4. Terms of Office.
Each person elected shall hold only one office at a time.
A. Second year Co-Chair/President and First Year Co-Chair/Vice
President. The combined term of office for Second Year Co-Chair/President
and First Year Co-Chair/Vice President is two years, with the First Year Co-
Chair/Vice President moving up to the Second Year Co-Chair/President position
in the second year if he or she is willing to serve in that capacity. No
person shall serve more than two years as Co-Chair (either as First Year,
Second Year, or a combination of the two). However, if no other member is
willing to accept the office of Second Year Co-Chair/President or First Year
Co-Chair/Vice President, and the existing officer is willing to stay in
office for one additional term, the membership may take a vote, with prior
notice, to allow the Second Year Co-Chair/President or First Year Co-
Chair/Vice President to hold the office for one additional year.
B. Secretary and Treasurer. The term of office for the Secretary
and for the Treasurer is one year. No person shall serve more than two
consecutive terms as Secretary or as Treasurer. However, if no other member
is willing to accept the office of Secretary and/or Treasurer, and the
existing officer is willing to stay in office for one additional term, the
membership may take a vote, with prior notice, to allow the Secretary and/or
Treasurer to hold the office for one additional year.
Section 5. Vacancies.
A. Second Year Co-Chair/President. If there is a vacancy in the
office of Second Year Co-Chair/President, the First Year Co-Chair/Vice
President will move up to become Second Year Co-Chair/President. At the next
regularly scheduled meeting a new First Year Co-Chair/Vice President will be
elected by the membership.
B. First Year Co-Chair/Vice President, Secretary, and Treasurer. If
there is a vacancy in the office of First Year Co-Chair/Vice President,
Secretary, or Treasurer, the vacancy will be filled by an election at the
next regularly scheduled meeting.
Section 6. Removal from Office.
Officers can be removed from office with or without cause by a two thirds
vote (assuming a quorum) at a regular meeting where previous notice has been
given.
ARTICLE VI. MEETINGS.
Section 1. Regular Meetings.
The regular meeting of the organization shall be on the third Tuesday of
every month during the school year. Meetings will be held at 7 PM in the
school library. The date and/or time of the meetings may be changed to
coordinate with holidays or other activities at the school. Notice of any
change in meeting date and/or time will be communicated to the membership by
the executive board at least one week prior to the meeting.
Section 2. Annual Meeting.
The Annual Meeting will be held at the May regular meeting. At the Annual
Meeting the slate of officers for the next year will be voted upon and other
year end business will be conducted.
Section 3. Special Meeting.
A Special Meeting may be called at any time by two or more members of the
Executive Board. Notice of the Special Meeting must be communicated to the
membership at least one week prior to the meeting.
Section 4. Quorum.
The quorum shall be 5 members of the organization.
ARTICLE VII – EXECUTIVE BOARD
Section 1. Membership.
The Executive Board shall consist of the four officers.
Section 2. Duties.
The duties of the Executive Board shall be to transact business between
meetings in preparation for the general meetings, 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. Meetings.
Meetings of the Executive Board shall be held throughout the year as needed
to conduct business of the organization. Any two members of the Executive
Board may call an Executive Board meeting with 48 hour notice to other
Executive Board members.
Section 4. Annual Joint Meeting with Houghton PTO Executive Board.
An annual combined meeting of the Chocksett PTO Executive Board and the
Houghton PTO Executive Board is to be held annually each spring to
collaborate and coordinate efforts.
Section 5. Quorum.
Three members of the Executive Board shall constitute a quorum for Executive
Board meetings.
ARTICLE VIII – COMMITTEES
Section 1. Membership.
Committees may consist of members and board members, with the Second Year Co-
Chair/President acting as an ex officio member of all committees.
Section 2. Committees.
The Executive Board may appoint any committees as needed.
ARTICLE IX – SCHOOL PRINCIPAL
The School Principal shall review and approve all official communications and
planned activities of the Chocksett Parent Teacher Organization (PTO).
ARTICLE X – FINANCES
Section 1. A tentative budget shall be drafted in the fall for each school
year and distributed to the membership at the first meeting.
Section 2. The Treasurer shall keep accurate records of any disbursements,
income, and bank account information.
Section 3. The Executive Board shall approve all expenses of the
organization.
Section 4. Authorized signers of checks shall be the Treasurer, the Second
Year Co-Chair-President, and the First Year Co-Chair/Vice President.
Section 5. The Treasurer shall prepare and distribute a final budget
statement for the organization’s Annual Meeting.
Section 6. The organization’s fiscal year runs from September 1st through
August 31st.
ARTICLE X – PARLIAMENTARY AUTHORITY
Robert’s Rules of Order shall govern meetings when they are not in conflict
with the organization’s bylaws.
ARTICLE XI – 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 XII – AMENDMENTS
These bylaws may be amended at any regular or special meeting, provided that
written notice was given at the prior regular meeting and then publicized to
the membership. Amendments will be approved by a two-thirds vote of those
present, assuming a quorum.
ARTICLE XIII – CONFICT OF INTEREST POLICY
Section 1. Purpose.
The purpose of this conflict of interest policy is to protect the
organization’s interest when it is contemplating entering into a transaction
or arrangement that might benefit the private interest of any officer or the
organization or might result in a possible excess benefit transaction. This
policy is intended to supplement, but not replace, any applicable state or
federal laws governing conflict of interest applicable to parent teacher
organizations.
Section 2. Definitions.
A. Interested Person. Any Executive Board member, or member of a
committee with governing powers delegated by the Executive Board, who has a
direct or indirect financial interest as defined below, is an Interested
Person.
B. Financial Interest. A person has financial interest if the
person has, directly or indirectly, through business, investment, or
family:
1. An ownership or investment interest in any entity with which the
organization has a transaction or arrangement;
2. A compensation arrangement with the organization or with any
entity or individual with which the organization has a transaction or
arrangement; or
3. 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 of 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 appropriate governing board or committee 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 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 meeting while
the determination of a conflict of interest is being discussed and voted
upon. The remaining Executive members shall then decide whether a conflict
of interest exists.
C. Procedures for Addressing the Conflict of Interest.
1. An interested person may make a presentation at the Executive
Board 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 conflict of interest.
2. The Second Year Co-Chair/President of the Executive Board shall,
if appropriate, appoint a disinterested person or committee to
investigate alternatives to the proposed transaction or arrangement
involving the conflict of interest.
3. After exercising due diligence, the Executive Board 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.
4. If a more advantageous transaction or arrangement is not
reasonably possible under circumstances not producing a conflict of
interest, the Executive Board shall determine by a majority vote of the
disinterested Board members 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.
1. If the Executive Board has reasonable cause to believe that 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.
2. If, after hearing the member’s response and after making further
investigation as warranted by the circumstances, the Executive Board
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 meetings related to conflict of interest
proceedings shall contain:
1. The names of all persons who discussed 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 decision as to whether a conflict of interest in fact
occurred.
2. The names of the persons who were present for discussions and
votes relating to the transaction or agreement; the content of the
discussion, including any proposed alternatives to the proposed
transaction or agreement; and a record of any votes taken in connection
with the proceedings.
Section 5. Compensation.
A. A voting member of the Executive Board who receives any form of
compensation, either directly or indirectly, from the organization for
services is precluded from voting on matters pertaining to that member’s
compensation.
B. A voting member of any board or committee whose jurisdiction
includes compensation matters and who receives compensation, directly or
indirectly, from the organization for services is precluded from voting on
matters pertaining to that member’s compensation.
C. No voting members of the Executive Board, or any other board or
committee, whose jurisdiction includes compensation matters and who receives
compensation, directly or indirectly, from the organization, either
individually or collectively, is prohibited from providing information to any
committee regarding compensation.
Section 6. Annual Statements.
Each Executive Board member shall annually sign a statement which affirms
that that such person:
1. Has received a copy of the conflict of interest policy;
2. Has read and understood the policy; and
3. Has agreed to comply with the policy.
Section 7. Periodic Reviews. To ensure that the organization operates in a
manner consistent with its designated purpose, periodic reviews shall be
conducted. The periodic reviews shall, at a minimum, include the following
subjects:
A. Whether compensation arrangements and benefits are reasonable,
are based on competent survey information, and are as a result of arms length
bargaining.
B. Whether partnerships, joint ventures, and arrangements with
management organizations conform to the organization’s written policies, are
properly recorded, reflect reasonable investment or payments for goods and
services, further the organization’s purposes, and do not result in
inurement, impermissible private benefit, or an excess benefit transaction.
Section 8. Use of Outside Experts.
When conducting the periodic reviews as provided for in Section 7, the
organization may, but need not, use outside advisors. If outside advisors
are used, their use shall not relieve the Executive Board of its
responsibility for ensuring that periodic reviews are conducted.