By-laws

BY-LAWS FOR BICENTENNIAL ELEMENTARY SCHOOL

PARENT TEACHER ORGANIZATION

As Amended and Restated April 2009

Originally Adopted March 1987

Past Revisions April 1990, May 2002

ARTICLE I: NAME

The name of this organization is the Bicentennial Elementary School Parent Teacher Organization (PTO) hereinafter referred to as the “PTO” or “Association”.

ARTICLE II: PURPOSE & OBJECTIVE

Section 1.  The objectives of the Association are:

1. To promote the education and welfare of our children at home, in our school and in our community.

2. To provide a forum for discussion and foster communications between parents, administrators, educators and the community so that they may cooperate in the education of our children.

3. To develop between educators and the general public such united efforts as will secure for all children the highest advantages in physical, mental, and social education.

4. To enhance the educational facilities, curriculum and opportunities for the students of Bicentennial Elementary School not otherwise provided for in the school budgets.

5. To sponsor projects, events and fundraisers for the benefit of the school and its students.

Section 2.  The objectives of this Association are promoted through an educational program directed towards the children, parents, educators and the general public; are developed through conferences, committee projects, general assembly meetings and fundraising programs and are governed by the basic policies set forth in Article III.

ARTICLE III: BASIC POLICIES

Section 1:  The following are the basic policies of this Association:

1. There are no paid positions within the Association.  All individuals holding elected or appointed positions are volunteers, typically family members of a student of the school who volunteer their time in the interest of the school, its students and educational achievements.
   
   

2. Association shall be non-commercial, nonsectarian and nonpartisan.
   
   

3. The name of the Association and the names of any members in their official capacities shall not be used in any connection with a commercial concern or with any partisan interest or for any purpose not appropriately related to the promotion of the objectives of the Association.
   
   

4. The Association shall not directly or indirectly participate or intervene (in any way, including the publishing or distributing of statements) in any political campaign on behalf of, or in opposition to, any candidate.
   
   

5. The Association shall work with the school to provide quality education for all children and shall seek to participate in the decision-making process and establishing school policy, recognizing that the legal responsibility to make decisions has been delegated by the city/state voters to boards of education, state education authorities, and local education authorities.
   
   

6. No part of the net earnings of the Association shall inure to the benefit of, or be distributable to its members, directors, trustees, officers, or other private individuals except that the PTO Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II hereof.
   
   

7. Notwithstanding any other provision of these Articles, the Association shall not carry on any other activities not permitted to be carried on (1) by an Association exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code or (2) by an organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.
   
   

8. Upon dissolution of this Association, after paying or adequately providing for the debts and obligations of this PTO, the remaining assets shall be distributed to Bicentennial Elementary School.  If the school should cease to exist, remaining PTO 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 IV: MEMBERSHIP AND DUES

Section 1.  Membership in this PTO shall be made available without regard to race, color, creed, national origin, sex or sexual preference.

Section 2.  Membership in this PTO shall be automatic for any parent, guardian or

other responsible individual who has a child attending the school.  

Section 3. To encourage participation, there is currently no fee to participate in the PTO.  Should financial circumstances necessitate a fee, each family membership of the Association shall pay yearly dues, the amount of which would be determined by the PTO elected officers and the school principals prior to September 1.

Section 4.  Any members of the Association shall be eligible to participate in the business meetings or to serve in any of its elective or appointive positions.

Section 5.  Teachers and administrators are members of the Association and are exempt from paying annual dues during their tenure should dues be implemented.

ARTICLE V:  OFFICERS, DIRECTORS AND THEIR ELECTION

Section 1.  Each officer of this Association shall be a member of this PTO.

Section 2.  Executive Officers:

1. The Executive Officers of this Association shall consist of a President or co-Presidents, a secretary, two co-treasurers, and one of the school principals.  These officers shall make up the Executive Board of the Association.  NOTE:  Depending upon the volume of work assigned to the Secretary position in a given school year, an election of a Recording Secretary and Correspondence Secretary may occur during the annual election.
   
   

2. Officers shall be elected annually by a combination of proxy ballot and voice vote annually provided that duplicate votes from the same individual are not permitted.  Elections are typically held in May or June.  Should additional time be needed to fill key positions, the Executive Board may elect to defer formal elections to September; however, transition to identified board members will typically occur during the summer months.   For purposes of elections, a quorum is deemed to be 10% of the eligible membership.  For example, if the school has 400 enrolled families, a quorum for election purposes would be 40 votes.
   
   

3. If there is no candidate for a given Executive Board position, including President, at the time of elections, or should a position become vacant during a term, the Executive Board shall have the authority to appoint an interim individual to serve in the role until a special election can be held at the next PTO general meeting. 
   
   

4. The President or co-Presidents and co-treasurers shall be nominated and elected for either a one or two year term so that, when possible, the new board for each year will include one previous President and treasurer.  All other Executive Officers shall serve for a term of one year.
   
   

5. Officers shall assume their duties following the close of the school year in June.  Current officers are expected to transition responsibilities to incoming officers and to be available for questions and/or assistance as necessary.
   
   

6. In general, it is the desire of the PTO that a person shall not be eligible to serve more than two consecutive terms in any one of the offices of the Association to encourage participation by a variety of parents and administrators.  However, should candidates not be available to fill an existing position and the performance of the current incumbents acceptable to the school administration, an additional term or terms may be served.

Section 3:   Other Members of the PTO Board of Directors

1. In addition to the elected Executive Board outlined above, the PTO Board is comprised of a variety of other appointed positions designed to assist in the achievement of the Association’s goals.  This structure may change from time to time based upon the needs of the Association; however, structural changes will be made in consultation with the school administration (principal and assistant principal).  

2. Two teacher representatives shall be identified and recommended by the school principal and/or assistant principal to sit on the PTO Board.
   
   

3. In general, other board members may include Director or Vice President level positions in areas including, but not limited to, programs, communications, community outreach/charitable relations, and grounds maintenance/campus care.  The term of these roles is typically one year.
   
   

4. Appointed board members shall assume their duties following the close of the school year in June.  Current board members are expected to transition responsibilities to incoming board members and to be available for questions and/or assistance as necessary.
   
   

5. Should a vacancy arise or a new position be created during the year, the Executive Board shall have the authority to appoint an individual to fill that role for the remainder of the term.
   
   

6. In general, it is the desire of the PTO that a person shall not be eligible to serve more than two consecutive terms in any one of the Board positions of the Association to encourage participation by a variety of parents and administrators.  However, should candidates not be available to fill an existing position and the performance of the current incumbents acceptable to the school administration, an additional term or terms may be served.

Section 4.  Nominating Committee

1. Generally it is the responsibility of each Officer and Board Member to participate in the search for successors to their roles.  To further aid the process, it is advised that there be a nominating committee. Said committee shall be composed of five appointed members.  A chairman and one other member shall be selected by the board from its body, and two other members plus a teacher not currently serving on the board shall be selected by the executive board from the general membership. The President or one of the Co-Presidents may serve on this committee; but shall not serve as chair.
   
   

2. The nominating committee shall nominate an eligible person for each elected office to be filled and report its nominees to the Executive Board for review prior to presentation at the May regular meeting at which time additional nominations may be made from the floor.  The nominating committee shall also recommend candidates to fill appointed PTO board positions as well as available committee positions.
   
   

3. Only those persons who have agreed to serve if elected shall be nominated for or elected to such office.

Section 5.  Vacancies

A vacancy occurring in any office, except elected Executive Board members, shall be filled for the un-expired term by a person elected by a majority vote of the Board.  Executive Board vacancies shall be filled in accordance with Article 5, Section 2(c).  

ARTICLE VI: DUTIES OF OFFICERS

Section 1.  All Members of the Executive Board & PTO Board will:

1. Support the objectives of the Bicentennial Elementary PTO and uphold its policies and principles.

2. Help recruit successors and committee chairpersons for all vacant standing committees of the board.

3. Solicit budgetary details and plan of work from the chairperson of all committees placed reporting to their office and work with the Executive Board in support of the development of the annual PTO budget.

4. Assist the chairperson of any committee under their office at the request of the chairperson.

5. Maintain documentation related to their function and deliver this documentation and any official materials to their successor within thirty (30) days after the meeting at which the successor was elected.

Section 2:  President/Co-Presidents  (hereinafter referred to as President)

Overview:  The President shall oversee and directs all members of the PTO Board, and all PTO missions and activities. The President leads discussions surrounding all PTO business, from setting the tone of the PTO mission and goals for the year, to recapping results of events and fundraisers and deciding whether they will be held the following year. The President sets the monthly meeting agenda and leads the meeting. The role is primarily that of a leader, motivator and organizer; most decisions are made by a majority vote of the Board members. The President is also the face of the PTO in public domains, and will usually be required to make short presentations at various functions. The role requires frequent access to email, and availability by phone, as well as the ability to see the big picture and how each decision will impact the Association as a whole.  Responsibilities may include, but not be limited to:

1. Set monthly Board and general meeting agendas.

2. Preside at all meetings of the Association and of the board.

3. Lead discussions and subsequent voting on fundraisers and events for the year 

4. Coordinate the work of the officers and committee chairpersons of this PTO in order that the objectives of this PTO may be promoted.

5. Ensure that planning for upcoming events or fundraisers is going smoothly 

6. Review monthly Profit and Loss statements.

7. Review monthly minutes prior to publication

8. Prepare PTO Communications to report news to membership and community 

9. Direct webmaster for inclusion or removal of information on PTO website 

10. Be a member ex-officio of all standing and special committees but shall not chair  the nominating committee. 

11. Liaison with Superintendent of Schools, School Committee and other district PTO Presidents .

12. Lead/assign special projects. Troubleshoot and resolve issues. 

13. Public presence for PTO; deliver short presentations at functions, open houses, or town/School Committee meetings.  Voice of the PTO for newspaper reporters. 

14. Shall perform such other duties as may be prescribed in these By-laws or assigned by the Association or by the board.  

Section 3.  Secretary

Overview:    The secretary shall record the minutes of all meetings of the Association and of the board meetings, shall produce PTO correspondence and maintain pertinent PTO records and documents such as board lists, By-laws, and insurance policies.   Dependent upon the volume of work assigned to this position in a given school year, the Executive Board may elect to appoint a Recording Secretary and a Correspondence Secretary during the annual election of officers.  Responsibilities may include, but not be limited to:

1. Issuance of meeting notices providing at least two weeks advance notice whenever possible.  Copies of meeting notices shall be retained with Minutes of the meeting.  

2. Responsible for attending and recording Minutes of board meeting and general PTO meetings ensuring record of attendees, topics of discussion, summary of committee reports presented at meetings, and record of formal motions and votes associated with said motions.  As a general rule, minutes are to be distributed to board members within 7-10 days following the meeting for review and comment.  Final draft of minutes are to be presented at the next scheduled meeting for formal approval.  Following formal approval, submit minutes of board and general PTO meetings to webmaster for posting on PTO website.  

3. Maintain/send PTO Board correspondence.  Retain correspondence of significance received such as awards, certificates, official state or government notices, etc.  

4. Ensure safe storage of minutes/correspondence on school property and ensure compliance with IRS records retention guidelines.

5. Shall perform such other duties as may be prescribed in these By-laws or assigned by the Association or by the board; shall be a member ex officio of all committees except the nominating committee.

Section 4.  Treasurer or Co-Treasurer (hereinafter referred to as Treasurer)

Overview:  The Treasurer shall have responsibility for all funds of the Association; shall keep a full and accurate account of receipts and expenditures; and in accordance with the budget adopted by the Association shall make disbursements as authorized by the President, board or at every meeting of the Association and at other times when requested by the board and shall make a full report at the meeting at which new officers officially assume their duties. The Treasurer shall have the authority to make payments on budgeted items after PTO Presidential approval or board approval as outlined in Article X below.  The Treasurer’s accounts shall be examined annually by an auditing committee of not less than three members, who, satisfied that the Treasurer’s annual report is correct, shall sign a statement to that fact at the end of the report.  The auditing committee shall be selected by the PTO board prior to the May meeting.  The Treasurer’s books shall be audited prior to the beginning of the next school year, preferably within the month of July, with the cooperation of the previous treasurer.  Responsibilities shall include, but not be limited to:   

1. Pay all bills and issue all checks for reimbursement. 

2. Make all bank deposits ensuring proper retention of backup materials and accurate assignment of expense in accordance with the Association’s chart of accounts.  Deposits shall be completed within 5 days of the receipt of funds.

3. Reconcile monthly bank statements within 5 days of statement receipt.

4. Maintain investment funds as directed by the Board.

5. Maintain general ledger for all accounting transactions. 

6. Provide financial reports for monthly board and general PTO meetings. 

7. Prepare yearly budget with input from board members and schedule for approval  at the June or September PTO general meeting.

8. Prepare all required tax forms as needed such as Forms 990 and Annual Report or seek out professional assistance as necessary to complete them. 

9. Prepare 1099’s each year or seek out professional assistance as necessary to complete them. 

10. Ensure all procedures necessary to maintain non-profit and tax-exempt status are followed. 

11. Act as a resource to the board and membership regarding any financial issues of the Association. 

Section 5.  All elected officers on the Executive Board shall perform the duties outlined in these By-laws and those assigned by the board from time to time.  Upon expiration of their term of office or in case of resignation, each officer shall turn over to the President, without delay, all records, books and other materials pertaining to the office, and shall return to the Treasurer, without delay, all funds pertaining to the Association.

ARTICLE VII: THE PTO BOARD

Section 1.  The full PTO board shall consist of the Executive Board as outlined in Article 5, Section 2, appointed Vice Presidents and/or Directors, the chairpersons of standing committees and the designated teacher representatives.  The principal and assistant principal of the school are considered members of the board; however, in a non-voting capacity except as outlined in Article VIII, Section 1(a) below.  The chairpersons of the standing committees shall be selected by the President of the Association each year.  Full board attendance at all general meetings is recommended; attendance at scheduled Executive or Board meetings is by invitation.

Section 2.  The duties of the PTO board shall be:

1. To transact necessary business in the intervals between Association meetings and such other business as may come before the Association.

2. To create standing and special committees.

3. To approve the plans of work of the standing committees.

4. To present executive and committee reports at the regular meetings of the Association.

5. To prepare and submit to the Association for adoption a budget for the coming year, including all allocated expenses, at the first general assembly meeting in the fall.

6. To ensure all policies and procedures of the Association are followed and ensure compliance with federal, state and local legislation.

7. To ensure maintenance of insurance policies for the protection of officers and directors, fiduciary bond and liability.

Section 3.  Teacher Representatives

The teacher representatives are representing the faculty of Bicentennial Elementary School and shall attend monthly meetings.  Following these meetings, they shall report back to the faculty and receive any feedback from them to be brought to the attention of the Association at the subsequent meetings. 

Section 4:  The responsibilities of appointed board and/or committee positions may vary from year to year and shall be outlined to the incumbent in detail upon his/her installation or appointment to their position.

ARTICLE VIII: MEETINGS

Section 1.  Executive Board Meetings

a.  The President may call an Executive Board meeting at any time.  At least five days advance notice shall be provided except in emergency situations.  A majority of Executive Board members must be present at a meeting in order to conduct business.  If a majority is present, any voting decisions would be based upon a majority vote.  In the event of a tie vote, one of the school principal’s shall cast the tie breaking vote.  Minutes of Executive Board meetings shall be prepared, published, and approved as outlined in Article VI, Section 3 above.

Section 2:  PTO Board Meetings

a.  The President may call a full board meeting at any time providing at least five days advance notice to invited participants except in emergency situations.  A majority of board members must be present at a meeting in order to conduct business. If a majority is present, any voting decisions would be based upon a majority vote. In the event of a tie vote, one of the school principal’s shall cast the tie breaking vote.  Minutes of  PTO Board meetings shall be prepared, published and approved as outlined in Article VI, Section 3 above.

Section 3:  Regular Monthly General Meetings  

a.  Regular monthly membership meetings designated herein as general meetings shall be held during the year, the time to be fixed by the board at its first meeting of the year.  A schedule of meetings shall be published by the board and/or made available on its website; all meeting dates and times shall also be included on the school calendar.  Five school days notice shall be given for a change of these dates except in emergency situations.

b.  Every member of the Association attending the general meetings has a right to vote.  A vote is passed by a 2/3 majority of those present at the meeting.  Attendance will be taken at the beginning of each meeting and membership will be verified.

Section 4.   Special Meetings

a.  Special meetings of the Association may be called by the President or by a majority of the board.  Five school days advance notice of the meeting must be given via in-school distribution and/or notice via phone services (such as ParentLink).

ARTICLE IX: COMMITTEES

Section 1.  Only members of the Association shall be eligible to serve in any elective positions. 

Section 2.  The board may create such standing committees as it may deem necessary to promote the objectives and carry on the work of the Association.  The term of each chairman shall typically be one year.  

Section 3.  The chairman of each standing committee shall present a plan of work to the board for approval.  No committee work shall be undertaken without the consent of the board. 

Section 4.  The power to form special committees and appoint their members rests with the Executive Board. 

Section 5.  The President shall be a member ex officio of all committees except the nominating committee. 

Article X:   Funds/Budget

1. 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 must be approved by the second general (October) meeting.  All expenditures within the realm of the approved budget are authorized expenditures.
   
   

2. All requests for reimbursement, vendor payment or funding must be submitted in writing.  Payment requests must be accompanied by a contract specifying the amount due and/or an invoice.  Reimbursement requests must be accompanied by receipts.
   
   

3. The Treasurer shall have the authority to make payments for budgeted items without special board approval provided that the check request has been approved by the President and/or the School Principal.  However, any request for payment or reimbursement of expense that is not budgeted or which exceeds the budgeted amount must be approved first by the Executive Board and then submitted for approval at the next PTO meeting.  A 2/3 majority vote of those in attendance is needed to approve the expense.
   
   

4. Authorized signatures on PTO checking accounts and other banking instruments shall include the Treasurer(s), President(s) and the school principals. As additional backup, the PTO may elect to have the Secretary serve as an authorized signatory.
   
   

5. The signature on any check cannot be the payee. In the case of the Treasurer needing expense reimbursement, the check must be signed by one of the President(s) and the school principal.  Check requests for reimbursement of the PTO President must be signed by the Treasurer and Principal prior to payment.
   
   

6. Two signatures are required on checks.  Approved signatories are the Treasurer(s), President(s) as well as the Principal and Assistant Principal.  It is strongly recommended that two signatures be required to close any PTO account.
   
   

7. Any funds received by the Association should be deposited immediately but no later than 5 days after receipt or immediately after an event or fundraiser concludes (i.e. Pizza Night, Bonus Bucks, etc.)  Association funds should be stored in a secure location until a deposit can be made, preferably in a locked storage container at the school.
   
   

8. The Association’s accounts shall be examined annually by an audit committee of not less than three members, who, satisfied that the treasurer’s annual report is correct, shall sign a statement to that effect at the end of a written report prepared by them.  The auditing committee shall be selected by the board no later than the May meeting.  The Association’s books shall be audited prior to the beginning of the next school year, preferably within the month of July, with the cooperation of the previous treasurer.  In addition to the preparation of year-end reports, the Treasurer is responsible for the filing of state/federal tax returns, prepared either internally or through the retained services of an external accounting firm.
   
   

9. At year end, following year-end reporting and preparation of tax returns, all PTO financial and other pertinent records will be transitioned to the incoming Treasurer.  The incoming and outgoing President and Treasurer must make themselves available to sign and record the transfer of bank accounts. Financial records would include: bank account records, outstanding debt records, history of all transactions, receipts, and tax information. Other pertinent records include: date of contracted events, frequent contacts, willing volunteers information, sample forms/documents, PTO inventory, etc.  It is the responsibility of the Treasurer to ensure that financial records are retained in accordance with IRS records retention guidelines.
   
   

10.  A letter will be written to the payee of checks that are written to PTO and returned for insufficient funds. The letter will contain a copy of the returned check, a request for the written amount and the fees charged to PTO by the bank for the check.  The check will be returned to the payee upon receipt of cash, money order, or certified check. All fliers, applications, contracts, fundraising materials, etc that deal with checks being written to the PTO should include a written notice of this policy.  As an alternative, this policy may also be posted on the Association’s website.  Should the payee fail to respond to the written letter and/or telephone contact, the Treasurer should discuss the matter with the school Principal to determine if further efforts are required.  

ARTICLE XI:  FUNDRAISING

Section 1:   The Association acknowledges that as a non-profit organization, it has certain responsibilities with respect to fundraising efforts on behalf of Bicentennial Elementary School.   The intent of fundraising activities is to raise monies to support projects or initiatives for the benefit of the school and its students.  Typically non-profit Association fundraising is designed to raise money which is spent in the same fiscal year; however, a percentage of funds may be set aside for long term or high cost expenditures.  

Section 2:  The Association Board may set up subaccounts within their Chart of Accounts or separate bank accounts to save money for major expenditures and/or emergency funds.  PTO funds may be deposited into checking, savings, certificates of deposit or cash money market accounts; the funds may not be invested in mutual funds, stocks or other securities.  

Section 3:  The Association acknowledges that donations made may not be deductible under IRS regulations (publication 557).  Typically funds received in exchange for the purchase of goods or services are not tax-deductible (examples include magazine sales, pizza sales, cookie dough, gift certificate purchases, etc.). 

a)  A charitable organization must provide a written disclosure statement to donors of a quid pro quo contribution over $75.   A Quid pro quo contribution is a payment a donor makes to a charity partly as a contribution and partly for goods or services. For example, if a donor gives a charity $100 and receives a concert ticket valued at $40, the donor has made a quid pro quo contribution. In this example, the charitable contribution part of the payment is $60. Even though the deductible part of the payment is not more than $75, a disclosure statement must be filed because the donor's payment (quid pro quo contribution) is more than $75.   The Association will comply with this regulation as may be amended by the IRS from time to time.  Disclosure statements shall be issued to the donor pursuant to IRS regulations.

b)  Organizations donating goods or services to the Association will be advised to utilize the IRS’ Good Faith Estimate of Market Value to determine the value and deductibility of such donation.  

c)  Any individual or organization who makes a cash donation in excess of $250 shall be entitled upon request to receive written acknowledgement of the donation including the date of donation, the amount received and the name and tax ID number of the PTO.

ARTICLE XII:  CONFLICT OF INTEREST POLICY

Section 1:   Purpose

The purpose of the Conflict of Interest policy is to protect the Bicentennial Elementary School PTO’s (PTO) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director 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.

Section 2:  Definitions

1. 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. 

2. Financial Interest:  A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

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

    substantial.  

A financial interest is not necessarily a conflict of interest. Under Section 3(b) below, 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 directors 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 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. 

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 PTO'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 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. If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines 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 PTO 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 PTO 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 PTO, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Section 6:  Annual Statements

Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:

a. Has received a copy of the conflicts of interest/ethics policy,

b. Has read and understands the policy,

c. Has agreed to comply with the policy, and

d. Understands the PTO 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 PTO 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. 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 arrangements with management organizations conform to the PTO'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 in an excess benefit transaction.

Section 8:  Use of Outside Experts

When conducting the periodic reviews as provided for in Section 7, the PTO may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted. 

ARTICLE XIII:   CODE OF ETHICS

It is the intent of the Bicentennial PTO to conduct its business honestly and ethically.  The PTO will continually strive to deliver high quality programs and services to the Bicentennial community and maintain a reputation for honesty, fairness, respect, responsibility, integrity, trust and sound business judgment.  No illegal or unethical conduct on the part of officers, directors, volunteers or members is in the association’s best interest. The PTO will not compromise its principles for short-term advantage.  The ethical performance of this association is the sum of the ethics of the men and women who serve the association.  Thus, all are expected to adhere to high standards of personal integrity.

Officers, directors, committee members, and volunteers of the association must never permit their personal interests to conflict, or appear to conflict, with the interests of the association.  Officers, directors, committee members and volunteers must be particularly careful to avoid representing the association in any transaction with others with whom there is any outside business affiliation or relationship.  Officers, directors, committee members, and volunteers shall avoid using their company contacts to advance their private business or personal interests at the expense of the association.

Officers, directors, committee members and some volunteers may come into contact with, or have possession of, proprietary, confidential or business-sensitive information and must take appropriate steps to assure that such information is strictly safeguarded.  This information could include strategic plans, City, school department and PTO budgets, staff/student issues or conflicts, contractual issues, etc.  Proprietary, confidential and sensitive information about the Association and the school it supports should be treated with sensitivity and discretion and only be disseminated on a need-to-know basis.

Officers, directors, committee members and volunteers agree to disclose unethical, dishonest, fraudulent and illegal behavior, or the violation of association or school policies and procedures, directly to management.  Violation of this Code of Ethics can result in removal from elected or appointed position.  

ARTICLE XIV: FISCAL YEAR

The Fiscal year of this Association shall begin July 1st and end June 30th.

ARTICLE XV: PARLIAMENTARY AUTHORITY

Robert’s Rules of Order Newly Revised Manual shall govern the Association in all cases in which they are applicable and in which they are not in conflict with these By-laws. 

ARTICLE XVI: AMENDMENTS

1. These By-laws may be amended at any general meeting by at least 10% of the eligible voting membership as outlined in Article V, Section 2 above, provided that notice of the proposed amendment shall have been given at least 30 days prior to the meeting at which the amendment is voted upon.  Voting may be conducted via proxy, voice vote or a combination of the two provided that duplicate votes are not permitted.
   
   

2. A committee may be appointed to submit a revised set of By-laws as a substitute for the existing By-laws only by a majority vote at a meeting of the Association, or by a two-thirds vote of the board.  The requirements for adoption of a revised set of By-laws shall be the same as in the case of an amendment.