By-laws

Updated Edgewood PTO By-laws

Edgewood Parent Teacher Organization (PTO)

Article I – Name

The name of the organization shall be the Edgewood PTO, Inc.

Article II – Purpose

The corporation is organized for the purpose of supporting the education of children at Edgewood Magnet School by fostering relationships among the school, parents, and teachers.  The corporation  recognizes and respects Indigenous peoples as traditional stewards of the land on which its events, meetings, or gatherings occur.  The following land acknowledgement is read upon opening each meeting:

We acknowledge that indigenous peoples and nations have for generations stewarded the lands and waterways of what we now call the state of Connecticut. We honor and respect the enduring relationship that exists between these peoples and nations and this land. We are standing on the unceded territory of the Paugussett, Quinnipiac, and Wappinger peoples. We remind ourselves that along with stolen land came stolen people. It is our responsibility to the future to know our past.

Article III – Members

Any parent, guardian, or other adult standing in place of a parent  for a student at the school may be a member and shall have voting rights. Any school employee at the school may be a member and have voting rights.

Article IV – Officers and Elections

 Section 1. Officers. The elected leadership team shall consist of a Board of Directors, including a treasurer. The Board of Directors shall consist of a minimum of three (3) and a maximum of nine (9), but such number may be increased or decreased by amendment to these Bylaws. Treasurer shall remain a defined role per  non-profit organization rules.

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 shared duties of the Board of Directors shall be as follows:

1. Preside over meetings of the organization,  serve as the primary contact for the principal, 

2. Represent the organization at meetings outside the organization, serve as ex officio members of all committees and coordinate the work of all the officers and committees so that the purpose of the organization is served; 

3. Transact any necessary business on behalf of the general membership in the interval between regular meetings, including keeping all records of the organization (i.e., record minutes, prepare the agenda, handle correspondence, and send notices of meetings to the membership);

4. Archive copies of the minutes, bylaws, rules, membership list, and any other necessary supplies, and ensure they are made accessible to membership prior to the meeting;, 

5. Administer and manage all funds of the organization, including keeping an accurate record of receipts and expenditures, and pay out funds in accordance with the approval of the Board of Directors (by quorum vote), present a financial statement at every meeting and at other times of the year  and make a full report at the end of the year.

 Section 2. Nominations and Elections. Members of the Board of Directors shall be elected annually by membership to hold office until the next annual meeting or until the election and qualification of their respective successors, except as hereinafter otherwise provided for filling vacancies. Elections will be held at the second to last meeting of the school year. Nominations for the Board of Directors can be made by any member in the month prior to the second to last meeting.  Upon confirmation of the nominations, a slate of nominees will be presented. A ballot vote shall be taken with the nominees receiving the majority votes elected to fill board seats. 

Section 3. Terms of Office. Board of Director members are elected for one year and may serve no more than two (2) consecutive terms on the Board. In absence of viable candidates to fill vacant positions, Board of Directors members may be elected to serve additional terms. 

Section 4. Vacancies. If there is a vacancy on the Board of Directors, members will fill the vacancy through an election at the next regular meeting.

Section 6. Removal from Office. Any member of the Board of Directors can be removed from the Board with or without cause by a two-thirds vote of those present (assuming a quorum) at a regular meeting where previous notice has been given.

Article V – Meetings

Section 1. The regular meeting of the organization shall be at a time and place determined by the executive board prior to the start of the school year with notice of at least one (1) month given to membership. The annual  meeting will be held at the May  regular meeting. The annual meeting is for receiving reports, electing a Board of Directors, and conducting other business that should arise. The Board of Directors  will notify the members of the meetings via email at least one week prior to the meeting.

Section 2. Special Meetings Special meetings may be called by any two members of the Board of Directors, or five general members submitting a written request to the Board of Directors. Previous notice of the special meeting and its agenda shall be sent to the members at least 5 days prior to the meeting, via email or phone.

Section 3. Quorum. The quorum shall be 7 members of the organization. (Including Board of Director members. )

Article VI – Executive Board

Section 1. Membership. The Executive Board shall consist of the Board of Directors (as defined in Article IV Section 1),  principal or appointed administrative staff 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, create standing rules and policies, create standing and temporary committees, prepare and submit a budget to the membership, approve routine bills, and prepare reports and recommendations to the membership.  

Section 3. Meetings. Regular meetings shall be held monthly, on the same day and at the same time each month, to be determined by the Executive Board. Special meetings may be called by any two board members, with 5 Days notice (see Article V, Section 2).

Section 4. Quorum. Two-thirds constitutes a quorum.

Article VII – Committees

Section 1. Membership. Committees may consist of members and board members, with at least one member of the Board of Directors acting as an ex officio member of all committees except nominating (if applicable). 

Section 2. Standing and Additional Committees. The following standing committees shall be held by the organization: Fundraising, Welcoming and Communications.  The board may appoint additional committees as needed for a length of time to be determined by the board. 

Article VIII – Finances

Section 1. A tentative budget shall be drafted at the first meeting of the 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 Treasurer  shall approve all expenses of the organization.

Section 4. Two  authorized signatures shall be required on each check over the amount of $1000. Authorized signers shall be two members of the Board of Directors.  If  the amount funded has already been approved, only the treasurer is required.

 Funds can be expended according to the approved budget. Dollar amounts or ranges will be developed for funds to be expended outside of the approved budget to provide an organized approach to PTO  expenditures. Amounts up to $250 may be approved by the Any Member of the Board of Directors. Any  amounts over $250 and up to $500 must be approved by a majority of the Board of Directors, and amounts exceeding $500 must be voted on by the membership at monthly meetings. This provides flexibility in the disbursement of funds, provides appropriate authority for said disbursements, and, allows the membership to have an active voice in how funds are spent.

Section 5. The Board of Directors  shall prepare a financial statement at the end of the year, to be reviewed by the Executive Board.  The Executive board  shall review internal controls and ensure they continue to be appropriate. 

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 fiscal year shall coordinate with the school year. 

Article IX – Parliamentary Authority

Robert’s Rules of Order shall govern meetings when they are not in conflict with the organization’s bylaws.

Article X – Standing Rules

Standing rules may be approved by the Executive Board, and the Board of Directors shall keep a record of the standing rules for future reference. 

Article XI – Dissolution

The organization may be dissolved with previous notice (30 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 or by voice at the prior meeting and then sent to all members of the organization by the Board of Directors.

Notice may be given by postal mail, e-mail, school communication, or sent home with students. Amendments will be approved by a two-thirds vote of those present, assuming a quorum.

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 director, principal officer, member of the Board of Directors, or member of a committee with governing board-delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

b. Financial Interest. A person has a financial interest if the person has, directly 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 Board of Directors and members of committees 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 Board of Directors, or chairperson of the 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 Board of Directors 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 Board of Directors 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  Board of Directors 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 Board of Directors 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  Board of Directors’ 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 Board of Directors 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 Board of Directors 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, Board of Directors member 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:

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 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.