POSITIVE BYLAWS

Article I:  Name

The name of this non-profit charitable corporation shall be The P.O.S.I.T.I.V.E. Organization, Inc., which stands for Parents Offering Support In Time Involvement Volunteering Enthusiasm.

Article II: Purpose

The P.O.S.I.T.I.V.E., Inc. (referred to as the “Corporation”) is organized exclusively for charitable and educational purposes including:

1.     To strengthen communications and understanding between and among students, staff, parents and community members of the Dover-Sherborn Middle School.

2.     To provide a means for parents/caregivers to meet one another and with representatives of the school to consider matters of common interest affecting the students and the school.  The Corporation shall have no power to establish policies on academics and administrative matters.

3.    To provide a source of services for the administration, teaching and support staff and to call for membership assistance in activities of the school.

4.    To provide funds for curriculum enrichment and supplemental classroom materials.

Article III:  Membership

Membership in the Corporation shall be open to:

1.    all parents and legal guardians of children who are students in the Dover-Sherborn Middle School;

2.    all current administrative, teaching and support staff of Dover-Sherborn Middle School and

Article IV: Meetings of the Corporation

Section 1.  Annual Meeting: The Annual Meeting of the Corporation shall be held at a time in early June to be decided by the Voting Board Members for the election of Voting Board Members and Liaisons and the transaction of any other relevant business.

Section 2.  Voting Board Member and Liaison Meetings:  The Voting Board Members shall hold at least four meetings for the general membership from September through June. Liaisons shall be invited and encouraged to participate.

Section 3.  Special Meetings:  Special meetings may be called by the Chair, Vice Chair, or by the majority of the Voting Board Members.

Section 4.  Quorum:  The Voting Board Members present at any regular or special meeting of the Corporation shall constitute a quorum.  The majority of those members present will decide a question unless otherwise noted therein.

Article V: Voting Board Members

Section 1.  Voting Board Members:  The Voting Board Members shall consist of the Officers of the Corporation.

Section 2.  Powers:  The Voting Board Members shall have general charge and control of the affairs, funds and programs of the Corporation.

Section 3.  Term Of Office: The term of office of each Voting Board Member shall be one year commencing upon election in June and ending with that members’ successor’s election.  

Section 4.  Meetings:  The Voting Board Members and Liaisons shall meet at such times as determined by the Chair or Vice Chair..  During the Annual Meeting there shall be a transition of records from the outgoing Voting Board Members to the incoming Voting Board Members , as well as the Liaisons when applicable.

Section 5.  Voting:  A majority of Voting Board Members shall constitute a quorum at a Voting Board Members Meeting.  The majority of those members Voting Board Members voting shall decide any question.

Section 6.  Resignations:  Any VotingVoting Board MembersMember may resign by delivering their written resignation to the Chair or Vice Chair.  Such resignation shall be effective upon receipt unless otherwise specified in the resignation notice.

Section 7.  Vacancies:  In the event that a Voting Board Member is unable to complete a term of office, a quorum of remaining Voting Board Members, shall have the power to name a successor to fill the expired term of that office. 

Article IV: Officers

Section 1.  Voting Board Members:  The members shall consist of the following: One Chairperson, one Vice Chairperson, a Treasurer, a Secretary, a Communications Coordinator two Hospitality Coordinators, a Grants Coordinator, a Community Outreach Coordinator, a Fundraising Coordinator, two 6th Grade Representatives, two 7th Grade Representatives and a minimum of two 8th Grade Coordinators.  Where there are two representatives, one from each of the towns of Dover and Sherborn are elected.

Section 2.  Duties: The duties of the Voting Board Members shall be as follows:

·        Chairperson:  The Chair shall be the chief executive officers of the Corporation and shall preside at all meetings of the Corporation and Voting Members Board; set the date of each regular meeting within the periods set forth herein; call special meetings; establish special committees; promulgate plans for the fulfillment of the objectives of the Corporation; and perform all other duties pertaining to the office of the Chairperson. 

·        Vice Chairperson:  The Vice Chairperson shall assist the Chair and perform such duties as the Voting Board Members may designate.  In the absence of a Chair, the Vice Chair shall perform the duties of the Chair. In case of vacancy, the Vice Chair shall at once succeed to the office of the Chair until the next Annual Meeting or until another Chair has been elected by a special meeting so called by the Voting Members Board for that purpose.

Treasurer:  The Treasurer shall be the chief financial officer and chief accounting officer of the Corporation.  They shall receive all funds of the Corporation and shall deposit them in such bank or banks as may be authorized by the Corporation.  They shall disburse these funds as directed by the Corporation and as approved by the Chair or Vice Chair. They shall present a financial report to the Corporation at each general meeting.  At the Annual Meeting, the Treasurer shall recommend the amount of money available for disbursement for the upcoming year.  The Treasurer shall file any financial reports required by law.

Secretary:  The Secretary shall: (1) record the proceedings of the Corporation and the Voting Board Members; (2) be the custodian of all the records of the Corporation and the Board; (3) submit to the Chair and the Voting Board Members a copy of the minutes of the previous meeting; (4) present an annual written report of the Corporation at its Annual Meeting; (5) attend to the correspondence of and issue notices of the Corporation; (6) and file any reports as required by law.

Communications Coordinator: The Communications Coordinator keeps families informed and engaged by sharing PTO updates, highlighting PTO-sponsored events, and volunteer opportunities through Parent Square. This role works with Voting Board Members, Liaisons and school staff to ensure communication is clear, timely, and helps strengthen connection within the school community.

Hospitality Coordinators: Plan and coordinate hospitality efforts that support teachers, staff, and PTO events. This may include organizing appreciation activities, coordinating refreshments, and helping create a welcoming environment for school gatherings.

Grants Coordinator: Oversees the PTO grant process that funds teacher and school initiatives. This role manages grant announcements, coordinates application review, and helps ensure funds are distributed in alignment with PTO priorities.

Community Outreach Coordinator: Builds connections between the PTO, families, and the broader community. This role helps promote inclusive engagement, coordinate partnerships with local organizations and support community-building initiatives.

Fundraising Coordinator: Leads PTO fundraising efforts that support school programs and activities that align with POSITIVE’s mission. This role helps plan and oversee fundraising initiatives, coordinate communications, and work with the PTO board to meet financial goals.

(2) 6th Grade Representatives: Serve as a liaison between 6th grade families and the PTO. This role helps share PTO information with families, gather feedback, and support grade-level participation in school events and activities.

(2) 7th Grade Representatives: Serve as a liaison between 7th grade families and the PTO. Representatives help communicate PTO updates, encourage family engagement, and support grade-level participation in PTO initiatives.

Minimum of (2) 8th Grade Coordinators: Serve as a liaison between 8th grade families and the PTO. This role helps share information, gather feedback, and support activities that celebrate and recognize the graduating class.

ARTICLE V: Liaisons

Liaisons: Serve as a connection between the PTO and partner organizations such as METCO, the Guidance Advisory Council, SPAN-DS, Challenge Success, and other groups that support our students and families. This role helps share information, strengthen collaboration, and ensure the PTO stays informed about initiatives, events, and opportunities that support student well-being, inclusion, and community engagement. 

Article VI: Nominations and Elections

Section 1.  Each Voting Board Member and Liaison who will be vacating their position in the coming year is encouraged to suggest a candidate to replace them on the Board.  The Chair and Co-Chair are expected to be helpful in this process and actively seek candidates when needed. The new candidate slate shall be presented to the membership at the Annual Meeting.

Section 2.  Procedure:  Nomination and election procedures shall be primarily as follows, unless otherwise authorized by Voting Board Members.

April: The Chair and Co-Chair shall reach out to Voting Board Members and Liaisons to determine who intends to hold their positions in the coming year.  When a Voting Board Member or Liaison indicates they will not be returning to the Board, the Member shall work with the Chair and Co-Chair to identify a candidate for nomination.

May:  The slate of candidates shall be presented at the meeting of the general membership.

June:  Election of the Voting Board Members and Liaisons by the general membership at the Annual Meeting.

Section 3.  Consent:  Written consent of any nominee must be obtained before placing his/her name in nomination.

Section 4.  Change in Office:  The newly elected Voting Board MembersVoting Board Members and Liaisons of the Corporation shall assume their duties at the Voting Board Members meeting following the Annual Meeting.

Article VII : Fiscal Year

Fiscal Year:  The Fiscal year shall end on June 30th of each Calendar year.

Article VIII: Amendments

Amendments:  These by-laws may be amended or repealed at any general membership meeting of the Corporation by a two-thirds (2/3) vote of those present, provided the proposed amendment(s) has/have been submitted in writing to the Voting Member BoardVoting Board members at least 14 calendar days before the meeting.

Article IX: Miscellaneous Provisions

Section 1.  Basic Policies: This Corporation, a non-profit charitable corporation, shall be nonsectarian and nonpartisan.  The name of the Corporation or the names of any members in their official capacities shall not be used to endorse or promote any sectarian or partisan interest(s).

Section 2.  Powers:  The Corporation shall have and may exercise all powers authorized by law and necessary or convenient to effect any or all of the purposes for which the Corporation is formed; provided that no such power shall be exercised in a manner inconsistent with the General Laws of the Commonwealth of Massachusetts or the United States of America.

Section 3.  Political Candidates/Activity:  The CorporationVoting Board Members, Voting Board Members and Liaisons shall not, directly or indirectly, participate or intervene (in any manner whatsoever, including the publishing or distributing of statements) in any political campaign on behalf of, or in opposition to any candidate for public office, or devote any part of its activities to attempting to influence any legislation, referendum or any other political activity by propaganda or otherwise.

Section 4.  Compensation:  No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, Officers or other private persons except that the Corporation shall be authorized and empowered to reimburse members for authorized expenses and to make payments and distributions relevant to the Corporation.

Section 5.  Activities:  Notwithstanding any other provision of these articles, the Corporation shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may be hereafter amended, or the corresponding section of any future tax code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code and its Regulations as they now exist or as they may be hereafter amended, or the corresponding section of any future federal tax code.

Section 6.  Execution of Papers:  Unless otherwise authorized by the Executive board, contracts, checks and other obligations made shall be accepted and endorsed by either Chair, Vice Chair,  or the Treasurer on behalf of the Corporation.

Section 7.  Personal Liabilities:  The Voting Board Members, Liaisons and Officers of the Corporation shall not be personally liable for any debt, liability, obligation, undertaking or agreement of the Corporation.  All persons, corporations or other entities extending credit to, contracting with, or having any claim against the Corporation, may look solely to the funds and property of the Corporation, as limited by law, for payment of any debt(s), damages, judgment(s), decree(s), settlement(s) or of any money that may otherwise become due or payable to them from the Corporation.

Section 8.  Indemnification of the Officers, Voting Board Members and General Members: The Corporation shall hold harmless and indemnify each Voting Board Member of the Corporation, Voting Board Members of the Corporation and other Members of the Corporation acting in connection with the Corporation sponsored functions against any and all actions, liabilities and expenses, including all costs of defending any threatened or actual action or suit, except as stated below, reasonably incurred by him/her in connection with any action, suit or proceeding to which he/she shall be made party, or with which he/she may be threatened, by reason of his/her being or having been an Officer of the Corporation, Voting Board MembersMember of the Corporation, and other members of the Corporation acting in connection with the Corporation sponsored functions, whether or not he/she continues to be an Officer of the Corporation, Voting Board MembersMember of the Corporation and other Members of the Corporation acting in connection with the Corporation sponsored functions at the time of incurring such expenses.  The expenses covered by the foregoing indemnity shall not include any: (a) expenses incurred in connection with any matters as to which such Officer of the Corporation, Voting Board Membersmember of the Corporation and other Members of the Corporation acting in connection with the Corporation sponsored functions shall be adjudicated from such action, suit or proceeding to be liable by reason of his/her having been guilty of willful misconduct in the performance of his/her duty as such Officer of the Corporation, Voting Board MembersMember of the Corporation, and other Members of the Corporation acting in connection with the Corporation sponsored functions; or (b) amounts paid by such Officer of the Corporation, Voting Board MembersMember of the Corporation, and other Members of the Corporation acting in connection with the Corporation sponsored functions in settlement of any such action, suit or proceeding disposed of otherwise than by adjudication on the merits, unless in relation to such action, suit, or proceeding such Officer of the Corporation, Voting Board MembersMember of the Corporation, and other Members of the Corporation acting in connection with the Corporation sponsored function has/have not been guilty of willful misconduct in the performance of his/her duty as such Officer of the Corporation, Voting Board MembersMember of the Corporation and other Members of the Corporation acting in connection with the Corporation sponsored functions.  As to whether or not as an Officer of the Corporation, Voting Board MembersMember of the Corporation and other Members of the Corporation acting in connection with the Corporation sponsored functions has/have been guilty of willful misconduct in relation to such action, suit, proceeding or other matters, the Voting Board Members and each member may conclusively rely upon the opinion of counsel approved by the Executive Board.  As used in this paragraph, the terms Officer of the Corporation, Voting Board MembersMember of the Corporation and other Members of the Corporation acting in connection with the Corporation sponsored functions include their heirs, successors and assignees, executors and administrators.  The foregoing right of indemnification shall be in addition to any rights, which any Officer of the Corporation, Voting Board Members, and other Members of the Corporation acting in connection with the Corporation sponsored functions may otherwise be entitled as a matter of law. 

Article XII: Dissolution

Section 1.  Dissolution of the Corporation:  The corporation may be dissolved by the general membership at a general membership meeting of the Corporation by a two-thirds (2/3) vote of those present, provided the proposed dissolution has been submitted in writing to the Voting Board Members at least 30 days before the meeting.  

Section 2.  Distribution of Assets:  Upon the dissolution of the Corporation, its assets shall be distributed for one or more exempt purposes within the meaning of section 501 © (3) of the internal Revenue Code and its Regulations as they may now exist or as they may be hereafter amended or of the 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.  Any such assets not so disposed shall be disposed of by a Court of competent jurisdiction of the country in which the Corporation is then located, exclusively for such purposes or to such organizations or organizations, as such Court shall determine, which are organized and operated exclusively for such purposes.

Amendment I

Revision to POSITIVE By-Laws: Article VI, Section Treasurer: 

The Treasurer shall be the chief financial officer and chief accounting officer of the Corporation. He/she shall receive all funds of the Corporation and shall deposit them in such bank or banks as may be authorized by the Corporation.  He/she shall disburse these funds as directed by the Corporation and as approved and signed by a Co-Chair. He/she shall present a written financial report to the Corporation at each general meeting.  At the Annual Meeting, the Treasurer shall recommend the amount of money available for disbursement for the upcoming year. At year-end, the Treasurer shall provide all financial records to the current Vice Co-Chairs for an internal audit.  The Treasurer shall file any financial reports required by law.