BYLAWS OF 

ROBERT B. TURNER ELEMENTARY PTO, INC.

(A Kentucky Non-Profit Corporation)

Article I. Name

The name of the corporation shall be Robert B. Turner Elementary PTO, Inc. (hereinafter referred to as “PTO”). The corporation may at times be referenced as the Robert B. Turner Elementary Parent and Teacher Organization, Robert B. Turner PTO, Turner PTO, RBT PTO, Team Titans, or Team Titans PTO.

Article II. Purpose

Robert B. Turner Elementary PTO, Inc. is organized exclusively for charitable and educational purposes within the meaning of 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

The purpose of this PTO shall be:

1. To provide an organization through which parents, school faculty, and teachers work cooperatively.

2. To serve as a listening space where members of our school community can share their knowledge and supply support to further our ultimate goal in providing the highest level of education and experiences for the students of Robert B. Turner Elementary. 

3. To enhance the educational experiences of the students by providing financial support for programs and activities that fall outside of the annual school budget.

Article III. Membership and Voting Rights

Any parent, guardian, or other adult standing in loco parentis for a student at the school is a member and shall have voting rights. The principal, teachers, and any staff employed at the school are members and have voting rights. Voting may take place in person, by phone, upon request via email, text message, or by written ballot.

All members shall be:

• Eligible to vote

• Eligible to hold office

• Eligible to attend all general meetings

• Eligible to participate in all activities

• Have reasonable access to review the bylaws, minutes of meetings, records, and financial statements of the PTO

Article IV. The Executive Board

The Executive Board will be defined as the elected officers of the PTO as well as appointed team leaders. New team leads will be appointed by a quorum vote of the existing Executive Board and will serve one year terms unless renewed by vote.

A quorum is half the number of Executive Board members plus one. If at any time a majority vote of the Executive Board is not achieved, the issue up for vote shall be presented at the next general meeting for a vote of the general membership.

The duties of the Executive Board shall be to transact business in preparation for the general meetings, prepare the agenda for general meetings, create standing rules and policies, prepare and submit a budget to the membership, and prepare reports and recommendations to the membership. In order to fulfill these duties, the Executive Board has the authority (with the approval of a quorum vote) to commit the PTO to support events, parent/teacher/faculty requests, and to authorize a final budget.

All members of the PTO Executive Board shall act in the best interest of the PTO. No PTO funds shall be used to compensate members for their volunteer services, nor shall funds be distributed to its members or officers. The only exceptions to this rule will be reimbursements that are approved by a quorum vote of the Executive Board, or reasonable gifts of appreciation that are approved by a quorum vote of the Executive Board. No member of the PTO Executive Board shall secure any contract in the name of the PTO without the approval to do so by a quorum vote of the Executive Board.

Article V. Officers and Elections

Elections may be held at the general April meeting for the upcoming school year, or elections may be tabled to a future general meeting at the discretion of a quorum vote of the Executive Board. Information regarding nominations and elections shall be posted to the school’s official website at least two weeks in advance. Exceptions may be made for emergency elections. Anyone who will have a child at Robert B. Turner Elementary School the following year shall be eligible to run for office.

The Officers shall consist of an elected President, Vice President, Treasurer, and Secretary. All Officers shall serve as directors of the corporation when renewing state filings and shall be responsible for managing the affairs and property of the PTO.

Officers shall serve for a term of one year, or until their successors have been duly elected and installed. The exceptions are the Treasurer, who shall serve a two-year term, and the Vice President, who has the option to succeed automatically to the office of President one year following his/her election to the office of Vice President in order to ensure continuity in the knowledge and activities of the PTO.

If there is a vacancy in the office of President, the Vice President shall automatically succeed to the office of President and the Executive Board shall endeavor to elect a new Vice President at the next general meeting. If there is a vacancy in any other office, an Executive Board member may take on the additional duties to fill the vacancy until an emergency election can be held during the next general meeting. At no time shall there be fewer than three Officers.

Officers may be removed from office with or without cause by a majority vote of those present at a general meeting where previous notice has been given. More than three absences in one year without valid reasons will result in automatic removal from office.

Article VI. Duties of the Officers

Duties of the President include (but will be further detailed in our Standing Rules):

1. With input from the Executive Board, organize and prepare the agendas.

2. Preside over general and special meetings.

3. Serve as the primary contact for the principal.

4. Represent the organization at any meetings concerning the PTO.

5. Organize and oversee any special teams to support the PTO and school so that the purpose of the organization is served.

6. Review bank statements.

7. Develop and maintain the PTO’s Official Record Book.

Duties of the Vice President include (but will be further detailed in our Standing Rules):

8. By conscientious study, close liaison, and cooperation, the Vice President shall ensure familiarity with the duties of the office of President.

9. Take over any duties of the President as needed.

10. Assist in the development and maintenance of the PTO’s Official Record Book.

11. In coordination with all Officers, coordinate and draft a budget following the requirements outlined herein and shall take over the responsibilities of the Secretary in his/her absence.

Duties of the Treasurer include (but will be further detailed in our Standing Rules):

12. Maintain bank records, write checks, receive all funds of the PTO, and maintain up-to-date, accurate financial records for the PTO.

13. Provide and present a written financial report at each general meeting and at the end of the fiscal year. If the Treasurer cannot attend the meeting in question, these reports shall be distributed to the Officers several hours prior to the meeting.

14. Ask permission of all Officers either in person, via phone, text, or email for approval to pay all monetary requests over $100.00.

    1. 1. 1. 1. Any requests under $100.00 may be paid by the Treasurer at the direction of the President or by the President herself/himself.

15. Ensure that all required state and federal tax filings are made on a timely basis, and coordinate with any accountant retained on behalf of the PTO to prepare and submit those filings.

16. Complete school, county, or state-recommended training related to accounting practices impacting the PTO.

17. Support the President and Vice President in maintaining the PTO’s Official Record Book.

Duties of the Secretary include (but will be further detailed in our Standing Rules):

18. Prepare sign-in sheets to record attendance at all meetings.

19. Take meeting notes (minutes) at Executive Board and general meetings.

20. Read previous minutes at each general meeting.

21. Type minutes and share with the Executive Board promptly after each meeting.

22. Support the other Officers in maintaining the PTO’s Official Record Book.

23. Support communications whenever needed.

Article VII. Teams

Teams may consist of any PTO member and/or any Executive Board member. Existing teams will be outlined in the PTO’s Standing Rules and may further be created or organized as needs arise. Each team will have an established Team Lead. The exceptions will be the Teacher Advisors and Executive Advisors, which shall not have a Lead, and may have no more than two members at any one time, but no minimum number.

Article VIII. Meetings

Executive Board meetings shall be held as needed by an elected Officer. Executive Board meetings are closed to Executive Board members only with the exception of any invited persons needed to prepare for events between general meetings or topics for a future general meeting. Invited members do not have voting rights.

General meetings shall be held a minimum of four times a year during the school year. More may be held at the discretion of the Executive Board. Meetings may be in person or virtual. At least ten (10) days notice must be given on the PTO website and/or social media. Motions carry by majority vote.

Canceling a monthly general meeting requires a majority vote of the Executive Board. The Executive Board may not cancel two general meetings consecutively.

Team Leads may organize meetings as needed to meet team goals and objectives. Team Leads may develop additional operating and meeting plans for their teams within the guidelines outlined herein.

Article IX. Finances

The fiscal year of the PTO shall begin on July 1st and ends on June 30th. A budget shall be drafted by the Executive Board each year, which shall be presented at a general meeting and updated as needed to meet PTO priorities.

The Treasurer shall keep accurate records of any disbursements, income, and bank account information, and the President shall regularly check bank statements. The Executive Board shall approve all expenses of the PTO over $100.00 and up to $1,500.00. Any single event or purchase expenditure over $1,500.00 must be presented at a general meeting and approved by a majority of the PTO members present.

At fundraisers or events held by the PTO where funds are being exchanged between the organization and parents and/or customers, the Treasurer may not directly handle funds in accordance with Redbook rules. All funds must be exchanged by another member or volunteer, counted by the President (or appointed substitute), then may be checked and deposited by the Treasurer.

PTO funds shall be utilized and prioritized for programs, events, and items which directly benefit the students of Robert B. Turner Elementary School. Requests may be submitted by teachers, parents, or faculty and shall be reviewed by members of the Executive Board. The Executive Board has the authority to approve requests, deny requests, or choose to present requests for vote at a general meeting.

All approved purchases must be made by a member of the Executive Board or in the presence of an Executive Board member.

The Executive Board will have the ability to make discretionary purchases that fall outside event budgets if they are under $100.00, approved by the Treasurer, and/or a vote by the Officers. This will be restricted to once per month.

The PTO is authorized to carry over funds for the following fiscal year as recommended by the Executive Board as financial stipulations allow.

Article X. Authority

The rules contained in Robert’s Rules of Order shall govern the PTO in all cases in which they are applicable and in which they do not conflict with these Bylaws.

These Bylaws may be amended if requested by a member of the Executive Board. Amended Bylaws must be presented to the PTO membership at a general meeting. A quorum must be present and a majority vote of those in attendance is required to approve the amendment(s). Approved amendments shall be effective immediately.

Article XI. Records

The PTO’s Official Record Book may contain, but not be limited to:

• PTO Bylaws

• PTO Articles of Incorporation

• Redbook documentation

• County, state, and/or federal filings

• Liability insurance policy and provider information

• Resource lists for past events (checklists, event lists, approved vendors, etc.)

• Yearly budget documents

• Schedule of standing school meetings, events, conferences, deadlines, etc.

• Member and volunteer lists

Article XII. Conflict of Interest

The purpose of the conflict-of-interest policy is to protect the PTO’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an Officer or Chairperson of the PTO, 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.

An interested person is any Officer, Team Lead, or member of a team who has a direct or indirect financial interest in a decision made by the PTO. Financial interest is defined as having: (a) an ownership or investment interest in any entity with which the PTO has a transaction or arrangement; (b) a compensation arrangement with the PTO or with any entity or individual with which the PTO has a transaction or arrangement; or (c) a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the PTO 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. A person who has a financial interest may have a conflict of interest only if the Executive Board decides that a conflict of interest exists.

Article XIII. Conflict of Interest Procedures

An “interested person” must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Officers considering the proposed transaction or arrangement.

After the initial disclosure, the “interested person” may make a presentation at a general meeting, but afterwards, he/she shall leave while the determination of a conflict of interest is discussed and voted upon. During these proceedings, the President shall, if appropriate, appoint a disinterested person or team to investigate alternatives to the proposed transaction or arrangement.

After exercising due diligence, the Executive Board shall determine whether the PTO 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. 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 PTO’s best interest, for its own benefit, and whether it is fair and reasonable.

If the Executive Board 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. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Executive Board determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

The minutes of these proceedings shall contain: the names of the persons who disclosed found to have a financial interest in connection with an actual/possible conflict of interest, the nature of the interest, any actions taken, and the Executive Board’s or team’s decision as to whether a conflict of interest in fact existed. In addition, 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.

Annually, each member of the Executive Board shall sign a statement which affirms they have read a copy of the conflicts-of-interest policy; understands its content; agrees to comply; and understands the PTO is charitable and in order to maintain its eligibility for federal tax exemption, it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

In addition, to ensure the PTO operates in a manner consistent with these charitable purposes, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, address the following concerns:

1. Whether compensation arrangements and benefits are reasonable and are the result of arm’s-length bargaining;

2. Whether partnerships and arrangements with other organizations conform to the PTO’s written policies;

3. Whether partnerships and arrangements are properly recorded;

4. Whether partnerships and arrangements further charitable purposes.

Article XIV. Indemnification

The PTO will, to the fullest extent permitted by law, indemnify any Officer/Director of the PTO (and, to the extent provided in a resolution of the Executive Board or by contract, any volunteer or agent of the PTO) who was or is a party to any threatened, pending, or completed action, suit, or proceeding by the reason of the fact that the person is or was a Director, Officer, volunteer, employee or agent of the PTO, or is or was serving at the request of the PTO as a director, trustee, officer, partner, volunteer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, whether for profit or not for profit, against expenses including attorneys’ fees (which may be paid by the PTO in advance of a final disposition of the action, suit, or proceeding as provided by law), judgements, penalties, fines and amounts paid in settlement incurred by the person in connection with the action, suit or proceeding if the person acted (or refrained from acting) in good faith and in a manner the person reasonably believed to be in the best interests of the PTO or its members, and with respect to any criminal action or proceeding, if the person had no reasonable cause to believe his or her conduct was unlawful. 

This indemnification will continue even if the person has ceased to be a Director/Officer, volunteer, or agent of the PTO to the extent provided in a resolution of the Executive Board or in any contract between the PTO and the person. Any indemnification of a person who was entitled to indemnification after such person ceased to be a Director, Officer, volunteer, employee or agent of the PTO will inure to the benefit of the heirs and personal representatives of that person.

Article XV. Dissolution

The PTO may be dissolved with previous notice and a majority vote of those present at the meeting. Articles of Dissolution shall be filed with the Kentucky Secretary of State.

In the event of dissolution of the PTO, its assets shall be used to pay any outstanding bills and, with the membership’s approval, distributed for the benefit of the school for one or more exempt purposes specified in section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

ADOPTED THIS 16TH DAY OF AUGUST, 2023.