Bylaws
Revised September 2023
Revised September 2023
The name of the organization shall be Antrim Elementary School Parent-Teacher Organization (AES PTO).
This PTO is organized for the purpose of supporting the education of children at Antrim Elementary School by fostering positive relationships among the school, parents, teachers, and community.
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. Any teacher within the district or staff member employed at the school may be a member and have voting rights. Members have one vote. Community members are welcome to attend meetings and assist with events, but shall not have voting rights.
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. President: The president shall preside over meetings of the organization, serve as the primary contact for the principal, may represent the organization at meetings outside the organization, and coordinate the work of all the officers and committees so that the purpose of the organization is served.
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 shall also oversee the committees of this organization.
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 keeps a copy of the minutes, bylaws, rules, membership list, and any other necessary supplies, and brings them to 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. The treasurer shall also be responsible for yearly or quarterly filings on behalf of the PTO with the IRS as required.
Section 2. Eligibility: Members are eligible for office if they are willing and able to attend meetings regularly, fulfill their responsibilities, and maintain a positive relationship with the school.
Section 3. Nominations and Elections: Elections will be held at the second meeting of the school year. At the meeting prior to elections, nominations for officers may be made by members, or members can also put their own name forward. 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: Officers are elected for one year and may serve no more than two (2) consecutive terms in the same office, unless their continued presence in the role is uncontested and supported by voting members of the PTO.
Section 5. Removal From Office: Officers can be removed from office with or without cause by a two-thirds vote of those present at a regular meeting where previous notice has been given.
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. This can be a voice vote, or a paper ballot if more than one candidate wishes to fill the vacancy.
Section 1. Regular Meetings: The regular meeting of the organization shall take place monthly. The meeting calendar shall be set during the last summer meeting prior to the start of the school year and approved by a vote of those present.
Section 2. Special Meetings: Special meetings may be called as needed, and the membership will be notified.
Section 3. Notification of Meetings: The secretary will notify the members of the meetings via email at least one week prior to the meeting.
Article VI – Executive Board
Section 1. Membership: The Executive Board shall consist of the officers, principal, and standing committee chairs.
Section 2. Duties: The duties of the Executive Board shall be to transact business between meetings in preparation for the general meeting, review bylaws annually, create standing and temporary committees, approve routine bills, and prepare reports.
Section 3. Meetings: Regular meetings shall be held monthly, to be determined by the board and approved by the principal.
Article VII-Committees
Section 1. Membership: Committees may consist of general members and board members, with the president acting as an ex officio member of all committees.
Section 2. Standing Committees: The following committees may be held by the organization:
Hospitality (Meet and Greet, Open House, Field Day)
Fundraising (HIllside Pizza, GEAR, Book Fair, raffles)
Communications (website, flyers, social media)
School Care (maintaining gardens and playground)
Family Events and Enrichment (BINGO for Books, Harris Center, Family Fun Night, NH Fish and Game, Curriculum Nights)
Section 3. Additional Committees: The board may appoint additional committees as needed.
Article VIII – Finances
Section 1. A tentative budget shall be drafted in the fall for the current school year and approved 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.
Section 4. Two authorized signatures shall be required on each check over the amount of $200. Authorized signers shall be the president, vice president and treasurer.
Section 5. Upon leaving the PTO, an authorized signer on the bank account shall remove themselves as a signer from the account.
Section 6. 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.
Section 7. The PTO shall file quarterly or annually with the IRS as required.
Article IX – Parliamentary Authority
Robert’s Rules of Order shall govern meetings when they are not in conflict with the organization’s bylaws or any other special/standing rules.
Article X – Norms
Norms may be created and approved by the Executive Board at the first meeting of the school year and shall remain in effect for the duration of the school year. The secretary shall keep a record of the norms for future reference. Norms shall be reviewed at the beginning of each meeting.
Article XI – Dissolution
The organization may be dissolved with previous notice (14 calendar days) and a two-thirds vote of those present at the meeting.
Article XII – 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, email, hard copy, or fax.
Amendments will be approved by a two-thirds vote of those present.
Article XIII – 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 officer or member 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 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 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 officers and members present with governing board-delegated powers 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 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 whether a conflict of interest exists.
c. Procedures for Addressing the Conflict of Interest:
i. 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.
ii. 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.
iii. After exercising due diligence, the governing 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 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 Conflict of Interest Policy:
i. If the governing 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 governing 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 governing 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 was present; and the governing 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. Compensation:
a. A voting member of the governing 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 governing 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, the principal, and member of a committee with governing board-delegated powers 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 7. 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 may 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 the result of arm’s 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 charitable 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 allowed for in Section 7, 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.