Constitution and Bylaws

CONSTITUTION AND BYLAWS

OF

BOONE CENTRAL ELEMENTARY PTO

ARTICLE I. ORGANIZATION.

Section 1. The name of the organization shall be the Boone Central Elementary Parent Teacher Organization (Boone Central Elementary PTO).

Section 2. The PTO exists as an unincorporated nonprofit association of its members, established exclusively for charitable and educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Section 3. The office and mailing address of the organization is Boone Central Elementary PTO ℅ Boone Central Schools, 605 S 6th St, PO Box 391, Albion, NE 68620.

ARTICLE II. OBJECTIVES.

Section 1. The objectives of the PTO are: 

1. To enhance and support the educational experience at Boone Central Elementary.

2. To develop a closer connection between school and home by encouraging parental involvement.

3. To improve the environment at Boone Central Elementary through volunteer and financial support.

Section 2. These objectives are promoted through a variety of means including, but not limited to, membership meetings, fundraising activities, family-based activities, and communication tools.

ARTICLE III. GENERAL POLICIES.

Section 1. The organization shall be noncommercial, nonsectarian, and nonpartisan.

Section 2. No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization 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.

Section 3. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.

Section 4. Notwithstanding any other provision of the articles, the organization 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, or the corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Section 5. The Constitution and Bylaws will be reviewed and voted upon by the membership at the first meeting of the academic year.

ARTICLE IV. MEMBERSHIP AND DUES.

Section 1. Membership shall be automatically granted to all staff, parents, and/or guardians of Boone Central Elementary students. All members shall have the privilege of voting (one vote per person). Membership shall be available without regard to gender, race, nationality, disability, sexual preference, religion or belief.

Section 2. Dues, if any, will be established by the Executive Board. Payment of dues is on a voluntary basis. Inability to pay dues shall not result in denial of membership.

ARTICLE V. EXECUTIVE BOARD AND ELECTIONS.

Section 1. The Executive Board of the PTO shall consist of a Chairperson (or two Co-Chairs), a Secretary, and a Treasurer. The Principal is an advisory member of the Executive Board. Officer positions can be shared as seen fit by the board members. The Board is empowered to transact all necessary business in the intervals between PTO meetings.

Section 2. Any PTO member is eligible to become an officer of the PTO.

Section 3. The term of office for all officers is one year, beginning immediately upon election, and ending upon officer election the following school year. Officers may serve no more than three (3) consecutive terms in the same office.

Section 4. Elections will be held annually in April. Candidates may be nominated (with consent) or volunteer for open positions. Voting shall be by voice unless otherwise requested. A simple majority will determine the vote.

Section 5. An officer can be removed from office by a majority vote of the Executive Board.

Section 6. If a vacancy occurs on the Executive Board, the Chairperson(s) shall appoint a PTO member to fill the vacancy for the remainder of the officer’s term.

ARTICLE VI. OFFICER DUTIES.

Section 1. The Chairperson(s) will preside over meetings and set the agenda, serve as the primary contact for the Principal, represent the organization at meetings outside the organization, and coordinate the work of the PTO so that the objectives of the organization are served.

Section 2. The Secretary will keep all records of the organization, take and record minutes, handle all correspondence/communication, and send notices of meetings to members.

Section 3. The Treasurer:

1. Shall have custody of all the funds of the PTO; shall keep a full
   and accurate account of receipts and expenditures; and shall make disbursements as authorized by the membership or Executive Board.

2. Shall present a financial statement at every meeting of the PTO, and whenever requested by the Executive Board.

3. Shall be responsible for the timely filing of appropriate IRS Form 990 following each fiscal year.

Section 4. The Principal will be appointed as the Executive Advisor and will be invited to attend all Regular, Executive, and Special Meetings. The Executive Advisor will consult with the organization on all PTO school activities and organizational projects.

ARTICLE VII. MEETINGS.

Section 1. Regular Meetings shall be held monthly during the school year or at the discretion of the Executive Board. Meetings shall be held at Boone Central Elementary on the same day and at the same time each month, unless otherwise notified.

Section 2.  Special Meetings of the PTO may be called at any time during the school year by (a) the Chairperson(s) or (b) upon the submission of a written request for such meeting to the Secretary by at least five (5) members. The objective(s) of a Special Meeting must be set forth and presented to the membership at least ten (10) days prior to the meeting.

Section 3. The Executive Board shall meet as needed in private session throughout the year at the discretion of the Chairperson(s). If any other Executive Board member needs to call a meeting for any reason they will notify the Chairperson(s).

Section 4. The number of persons who gather for a meeting (Regular or Special) for which there has been proper notification shall constitute a quorum. For an Executive Board meeting, a quorum shall be half the number of board members plus one.

ARTICLE VIII. FINANCIAL POLICIES.

Section 1. The fiscal year of the PTO begins August 1 and ends July 31 of the following year.

Section 2. All funds shall be kept in a checking account in the name of Boone Central Elementary PTO and held at a local financial institution. 

Section 3. Two signatures of the Executive Board are required for checks above $500, except when using online Bill Pay. Authorized signatures on PTO checks shall include a minimum of two Executive Board members with one being the Treasurer.

Section 4. The signature on any check cannot be the payee. In the case of a Treasurer needing reimbursement, the check must be signed by the other authorized officer(s).

Section 5. All monies raised shall be spent directly for the benefit of students and the school. The Executive Board is empowered to approve such expenditures, which will be reported to the membership during Regular Meetings. All fund deposits and disbursals shall be handled by the Treasurer.

Section 6. A minimum balance of $5,000 shall be maintained in the PTO bank account at the end of each fiscal year.

Section 7. A current record of all income, funding, receipts, and expenditures will be kept. The ledger shall be available for review at any time upon request.

Section 8. The PTO shall arrange an independent review of its financial records each year by a parent volunteer.

ARTICLE IX. DISSOLUTION.

Upon dissolution of the PTO, after paying or adequately providing for the debts and obligations of the organization, the remaining assets shall be distributed to (a) Boone Central Elementary School or (b) one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or 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.

ARTICLE X. BYLAW AMENDMENTS.

Amendments to the bylaws may be proposed by any PTO member. Amendments presented at a PTO meeting shall be considered for voting at a subsequent meeting. Two thirds approval of all members present and voting is required to adopt an amendment to the bylaws.  

ARTICLE XI. INDEMNIFICATION.

The members and officers of the PTO shall not be personally liable for any debt, liability, or obligation of the PTO. All persons, corporations or other entities extending credit to, contracting with, or having any claim against the PTO may look only to the funds and property of the PTO for payment of any debt, damages, judgment, or decree, or of any money that may otherwise become due or payable to them from the PTO.

ARTICLE XII. 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.

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:

   1. An ownership or 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 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.

1. 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 who are considering the proposed transaction or arrangement.

2. 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.

3. 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 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 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.

4. Violations of the Conflict of Interest Policy

   1.  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.

   2. 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:

1. 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.

2. 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.

1. 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.

2. 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.

3.  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 director, principal officer, 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 shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

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

2. 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 provided 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.

These bylaws were adopted on May 28, 2024 by 

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Lisa Thayer, Co-Chair

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Brooke Stuhr, Co-Chair

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Lyndsay Tisthammer, Secretary

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Ashley Neesen, Treasurer