Meeting Minutes  & Bylaws

Meeting Minutes

Want to see what we talked about last meeting? Click on the meeting date below for a link to the meeting minutes. Meeting Minutes are published for in session school meetings only. Additional treasurer updates will also be shared here.

Meeting Minutes: 

10/09/2024: Meeting Minutes and Treasurer Update

12/11/2024: Meeting Minutes and Treasurer Update

02/12/2025: Meeting Minutes and Treasurer Update

04/09/2025: Meeting Minutes and Treasurer Update

6/30/2024: End of 24-25 school year Treasurer Update  

8/6/2025: July 2025 Treasurer Update

9/5/2025: August 2025 Treasurer Update

Ben Franklin PTO Bylaws

BYLAWS

Ben Franklin Elementary School

Parent Teacher Organization

Franklin, Wisconsin 

Article I

Name

The name of this organization shall be Ben Franklin PTO, Inc. (hereinafter "the Organization") 

Article II

Purpose

The Organization is organized and will be operated exclusively for charitable and educational purposes within the meaning of 501(c)(3) of the Internal Revenue Code or corresponding section of any future federal tax code (hereinafter "Internal Revenue Code"). Specifically, the Organization is organized for the purpose of:

a) Supporting the education of children by fostering the relationship between the school, parents and teachers at Ben Franklin Elementary School;

b) Enhancing the education facilities and opportunities for the students of Ben Franklin Elementary School that are not otherwise provided for in the school budgets;

c) Promoting volunteer opportunities, programs, and resources for Ben Franklin Elementary School and its students;

d) Sponsoring projects and events for the benefit of Ben Franklin Elementary School students;

e) Raising funds as needed and required to provide for the above stated objectives.

Article III

Members

Section 1. Any parent, guardian, or other adult standing in 'loco parentis" for a student at Ben Franklin Elementary School may be a member and shall have voting rights. The Principal and any teacher employed at Ben Franklin Elementary School may be a member and have voting

rights.

Section 2. Any member in good standing shall have the privilege of making motions and serving on committees.

Section 3. Dues, if any, will be established by the Executive Board.

Section 4. A member must have settled all outstanding debts to the Ben Franklin PTO at least 14 calendar days prior to a meeting to be considered a member in good standing with voting rights.

Article IV

Officers and Elections

Section 1. Officers. The Officers shall be a President, Vice President, Secretary and Treasurer.

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 of the Organization, serve as an ex-officio member of all committees so that the purpose of the Organization will be served. The President also keeps a copy of the minutes book, Bylaws, rules, membership list and any other supplies, and brings them to meetings.

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.

c) Secretary. The Secretary shall 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 payout funds in accordance with the approval of the Executive Board. He or she will present a financial summary at every PTO meeting, send a monthly report to the Executive Board and the Principal, and make a full report at the end of the year. The treasurer will deposit all money within 5 days of an event. 

The Executive Board reserves the right to add additional duties to positions as necessary. 

Section 2. Nominations and Elections. Nominations and elections will be held at the last meeting of the school year. At that meeting, nominations may be made from the floor. Voting shall be by voice unless more than one person is running for an office in which case a ballot vote shall be taken. The candidate receiving the most votes wilI be elected to the position.

Section 3. Eligibility. Members are eligible for office if they are members in good standing at least 14 calendar days before the last meeting of the schooI year.

Section 4. Terms of Office. Officers are elected for one year and/or until their successors are elected. Each person elected shall hold only one office at a time. Outgoing Officers will end their duties and new Officers shall assume their duties by the beginning of the next Fiscal year.

Section 5 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.

Section 6. Removal from Office. Officers can be removed from office with cause by a majority vote of the Executive Board and/or a majority vote of the members present at a regular meeting where notice of said meeting has been given. Reasons for removal include, but are not limited to: failure to perform assigned duties, involvement in illegal activities, or any act that brings dishonor to the Organization or negates the objectives of the Organization.

Article V

Meetings

Section 1. General meetings will be held at a minimum of three times per year, with the last meeting being the Annual Meeting. The dates of the meetings will be included in the Ben Franklin School calendar. The Annual Meeting will be the last scheduled meeting. The members will elect new officers and address any Bylaw amendments.

Section 2. The President or any two Executive Board Members have the right to call special meetings as long as they are announced at least 7 days in advance.

Section 3. A majority vote of the Executive Board and members is required to make group decisions, at meetings,  unless otherwise specified under Bylaw provisions.

Article VI 

Executive Boards

Section 1. The Executive Board will consist of four members: President, Vice President, Secretary and Treasurer. Members of the Executive Board cannot be next of kin.

Section 2. The Executive Board has the right to conduct business of the Organization between regular meetings. The Executive Board has the right to appoint standing and temporary committees. The Executive Board will set standing rules and policies, approve routine bills, and set dues amounts if charged. If the Executive Board acts outside these prescribed duties the general membership can counteract the Executive Board. See Article IV, Section 6.

Section 3. The Executive Board will set meeting dates. The Executive Board will determine all meeting times and dates.

Section 4. The Quorum of the Executive Board will be three or majority of the Executive Board.

Section 5. Removal and Vacancies. See Article IV section 5 and 6.

Article VII 

Committees

Section 1. The Executive Board has the right to appoint both Board members and non-board members to committees. The President will act as ex-officio member of all committees.

Section 2. Ben Franklin PTO will set up committees based on upcoming school events. Each committee will have at least one Chairperson with the right to appoint Co-Chairs of an event if they so choose. The committee can have unlimited members for each event. The Executive Board reserves the right to limit the number of committees each member can serve on.

Section 3. A Committee Chairperson may be removed from office with cause by a majority vote of the Executive Board and members present at a regular meeting where notice has been given. Reasons for removal include, but are not limited to: failure to perform assigned duties, involvement in illegal activities, or an act that brings dishonor to the Organization or negates the objectives of the Organization.

 Section 4. The Board may appoint additional committees as needed.

 Section 5. An Audit Committee shall review the PTO books annually before the books are turned over to the new Executive  Board. The Committee should consist of at least one Executive Board member along with at least one other current member of good standing. This Committee may not include either the outgoing or incoming Treasurer. This Committee will match every financial request with every receipt. The Committee's report will be submitted to the Executive Board at the first general meeting of the new school year. The Committee will be appointed by the President and approved by the Executive Board.

Article VIII

Parliamentary Authority

Robert's Rules of Order shall govern meetings when they are not in conflict with the Organization's Bylaws.

Section 1. The fiscal year of the Organization shall begin on July 1st and end of the following June 30th

Section 2. A budget will be determined by the President and Treasurer prior to the first general meeting (September) each school year. The budget will be discussed at that first meeting and approved by a majority vote of the Executive Board and the members present. All expenditures within the realm of the approved budget are authorized expenditures.

Section 3. The Treasurer shall keep accurate records of any disbursements, income and bank account information.

Section 4. The Organization shall have two authorized signers of the checking account who shall be the President and Treasurer. The signature on any check cannot be the payee.

Section 5. To be reimbursed from the PTO, a reimbursement form along with the receipt or invoice must be stapled to the reimbursement form and submitted to the Treasurer within 45 days of purchase date on the receipt. The Executive Board shall approve all expenses of the Organization over $100 not authorized at the first general meeting.

Section 6. At the end of an event where monies have been collected, a cash control slip will be filled out by two of the following authorized members: the Event Committee Chairperson, current member, a member of the Executive Board, or the Principal. Both members will count the money, sign, and date the slip.

Section 7. The Executive Board reserves the right to perform a background check on any member handling money.

Section 8. Any member whose check made payable to the Ben Franklin PTO is returned by the bank for insufficient funds is responsible for the amount of the check and any fees assessed by the bank. Any member who has two checks returned for insufficient funds in one school year must pay any further obligations to the Organization in cash only for the remainder of the school year. Members may not participate in future PTO sponsored sales until all debts to the Ben Franklin PTO are settled.

Section 9. The Treasurer shall prepare a financial statement at the end of the year to be reviewed by the Executive Board and the Audit Committee (see Article VII, Section 5) and presented to the members at the Annual Meeting.

Article IX

Dissolution

The Organization may be dissolved with previous notice (14 calendar days) and a majority vote of the Executive Board and members present at a meeting.  Upon dissolution of this Corporation, after paying or adequately providing for the debts and obligations of this corporation, the remaining assets shall be distributed to Ben Franklin Elementary School. If the school should cease to exist, remaining corporate assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.

Article X  

Conflict of Interest

Section 1. Purpose

The purpose of the Conflict of Interest policy is to protect Ben Franklin PTO Inc.'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 director, principal officer, or member of a committee with Governing Board delegated powers,

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, through business, investment, or family:

1. An ownership of 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, or an indirect remuneration, as well as gifts or favors that are not substantial. A Financial Interest is not necessarily a Conflict of Interest. Under Section 3, Letter B, 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 exist.

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 Officers, Executive Board and members of committees with Governing Board delegated powers 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 governing board or committee meeting while the determination of a Conflict of Interest is discussed and voted upon. The remaining Board or Committee members shall decide if a Conflict of Interest exists.

C. Procedures for Addressing the Conflict of Interest

1. An Interested Person may make a presentation at the Governing 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.

2. The Chairperson of the Governing Board or Committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

3. After exercising due diligence, the Governing Board or Committee shall determine whether the Organization can obtain with a reasonable effort a more advantageous transaction or

arrangement from a person or entity that would not give rise to Conflict of Interest.

4. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a Conflict of Interest, the Governing 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 Conflicts of Interest Policy

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.

Section 4. Record of Proceedings

The minutes of the Executive Board and all Committees with Board delegated powers 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 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. Compensation

A. A voting member of the Executive Board who receives compensation, 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 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 member of the Executive Board or any 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 Officer with Executive Board delegated powers shall annually sign a statement which affirms such person:

A. Has received a copy of the Conflicts of Interest policy and Bylaws,

B. Has read and understands the policy,

C. Has agreed to comply with the policy, and

D. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Section 7. Periodic Reviews

To ensure 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 by the Executive Board. The periodic reviews shall, at a minimum include the following subjects:

A. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's length bargaining.

B. Whether partnerships, joint ventures, and arrangement with management organizations 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 increment, impermissible private benefit or in 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 experts are used, their use shall not relieve the Executive Board of its responsibility for ensuring periodic reviews are conducted.

Article XI

Bylaws

The Bylaws of the Organization will be reviewed in April of every year.  A majority vote of the Executive Board and members present at the next meeting will constitute their acceptance. Annually, at the beginning of the next Fiscal year the incoming Executive Board Officers shall sign a statement which affirms such person:

A. Has received a copy of the Bylaws,

B. Has read and understands the Bylaws,

C. Has agreed to comply with the Bylaws, and

D. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Article XII

Amendments

These Bylaws may be amended at any regular or special meeting, outside of the annual review,  providing that previous notice is given at least 7 days prior to meeting. Notice may be given via PTO website,  postal mail, email, or distributed in person through member's mailbox or student's class mailbox. Amendments will be approved by majority vote of the Executive Board and members present at the meeting.

Current revision 12.16/PTO approved 1.17/PTO approved 4.17/PTO approved 5.18/PTO approved 10.9.24