PTO By-Laws

BY-LAWS  

MADISON JUNIOR HIGH SCHOOL  

PARENT TEACHER ORGANIZATION (PTO)  

ARTICLE I  

NAME  

The name of the organization (the “Organization”), which has been organized as a  non-profit, charitable organization under Title 15A of the New Jersey Statutes, is the  MADISON JUNIOR SCHOOL PARENT TEACHER ORGANIZATION (“MJS PTO”).  

ARTICLE II  

PURPOSE  

The Organization exists for the purpose of serving parents, guardians, students and  faculty of Madison Junior School (“MJS”), within the Madison School District  (“District”), whose address is 160 Main Street, Madison, New Jersey, to provide the  students with a richer educational experience, promote understanding and  cooperation among the home, school and community and to provide information  concerning school governance and education issues to its members.  

The Organization is hereby authorized and empowered to pay reasonable  compensation for services rendered to the Organization, to reimburse authorized  individuals who incur approved expenses on behalf of the Organization and to make  payments and distributions to further the purpose set forth herein. The Organization  is further authorized and empowered to take such actions as are necessary for the  Organization to maintain any federal or state tax exemption that it may have or be  entitled to including, but not limited to, applying for Federal and/or State tax exempt status, registering with the New Jersey’s Office of the Attorney General, filing  of all required annual reports with the Federal or State governments.  

No part of the any monies earned or collected by the Organization shall be  distributable to any member, including but not limited to Officers or members of the  Executive Board, or any other individual person for any reason whatsoever unless  authorized by these By-Laws. Nothing contained herein shall be construed so as to  restrict the Organization from compensating a member for goods or services provided  to the Organization provided that the price for said goods or services is consistent  with the Fair Market Value of same.  

Neither any Officer of the Organization nor any member of its Executive Board shall  be a candidate for or hold an elected position on the District’s Board of Education.  The Organization shall not directly or indirectly participate or intervene in any  political campaign on behalf of, or in opposition to, any candidate for public office,  including but not limited to the creation, publication or distribution of notices,  

statements, pamphlets or flyers or devote any monies towards any activity in support  of or in opposition to any candidate for public office except that the Organization  may hold a “Meet the Candidates” night for candidates for the Board of Education  provided that such forum is open to all candidates.  

The Organization may make known to its general membership any and all information  concerning school Board of Education elections, school district budgets and  referendums and education issues. Nothing within this provision shall be deemed to  infringe upon or limit any Individual member’s right to make known their opinions and  thoughts on any issue.  

The Organization shall cooperate with MJS to support the improvement of education  in ways that will not interfere with the administration of the school.  

Notwithstanding any other provisions of these By-laws, the Organization shall not  carry on any activities which are impermissible or in conflict with:  

1) Sections 501 (c) (3) and Section 170(c)(2) of the Internal Revenue Code of 1986  and any successor statute and regulations promulgated thereto; or  2) any State law or regulation applying to non-profit and/or charitable  organizations. .  

ARTICLE III  

REGISTERED OFFICE AND REGISTERED AGENT  

The registered office of the Organization shall be: Madison Junior School, 160 Main  Street, Madison, New Jersey, 07940. The registered agent of the Organization shall be  the Secretary of the Organization then serving.  

ARTICLE IV  

MEMBERSHIP  

The membership of the Organization shall be open to all parents and guardians of  students then enrolled in Madison Junior School and all members of the faculty of MJS  to the extent such parents and guardians, and faculty members have paid the dues to  the Organization. Staff membership may be set by the Executive Board for the year  in which the Officers serve.  

An honorary membership may be voted on by the Executive Board for any interested  individuals based upon (i) an individual’s contribution of service to MJS or the MJS  PTO; or (ii) an individual’s inability to pay the annual dues.  

Only persons holding a regular membership may vote at general membership meetings  or hold office within the Organization.  

Annual dues shall be set by the Executive Board but in no event shall the annual dues  increase more than 5% from that of the preceding year.  

ARTICLE V  

EXECUTIVE BOARD  

The affairs of the Organization shall be managed by an Executive Board (the “Board”)  consisting of (i) the President(s); (ii) Vice President(s); (iii) the Secretary(s); (iv) the  Treasurer(s) and the Chairs of all standing and special committees of the  Organization, all of whom shall serve ex officio, and the Principal or Vice Principal of  MJS who shall be a member but who shall not have a vote in the affairs of the  organization.  

The Board shall meet at least three times a year on the call of the President or on the  call of the Secretary if so requested in writing by a majority of the Executive Board  then in office. Notice of any meeting shall be given to Board members no later than  twenty-four (24) hours prior to the meeting in any manner which is reasonably  calculated to provide actual notice of the meeting to the Board member.  

Action by the Board may be taken at any such meeting by a majority vote of the  Board then present or such greater vote as may be required by law or other specific  provision of these By-laws provided that a quorum is present.  

A quorum shall be constituted by the presence of the minimum number of Board  Members constituting one third of all Board members then in office. The order of  business at such meetings shall be determined by the Presiding Officer at the meeting  provided that all members of the Executive Board shall be given the opportunity to be  heard on any item of business and to record their dissention to any action determined  to be taken.  

ARTICLE VI  

NOMINATION AND ELECTION OF OFFICERS  

Any member of the Organization may nominate any other member or themselves to  hold the office of President, Vice President, Secretary and Treasurer which shall be  submitted at meeting to be held in February of each year, to the Vice President then serving who shall act as chairperson of the Nominating Committee. The Nominating  Committee shall consist of no less than five (5) and no more than nine (9) members of  the Organization who will be members of the MJS PTO the following year. The  Nominating Committee shall select a single slate of candidates for those Officers’  whose terms expire on July 31st. The slate of nominees shall be published not later  than April 30 on the Organization’s website and as otherwise deemed appropriate by  the Nominating Committee. Such notice shall invite members to appear, voice  objection, and vote on the proposed slate at the year-end meeting of the Executive  Board.  

ARTICLE VII  

OFFICERS  

The elected officers of the Organization shall be: the President, Vice President,  Secretary and Treasurer. These officers shall comprise the Executive Committee.  Each office may be held by one person or shared by two people. The term of each  office shall be for one-year and no individual shall hold the same office for more than  two terms either sequentially or non-sequentially.  

In the event a vacancy shall occur by resignation, ineligibility for membership, or  failure of the Nominating Committee to constitute a slate of candidates for any one  particular year, the Board may appoint either replacement or officer from the general  membership of the Organization.  

ARTICLE VIII  

DUTIES OF OFFICERS  

1. President: The President shall preside at all meetings of the Organization and  the Executive Board. The President shall be the executive officer of the  Organization and shall be ex officio member of all committees thereof and  perform such duties as may be incident to the office. The President shall also  be an authorized signer on the bank account(s) of the Organization. The  President is hereby delegated the authority to expend, and approve any  expenditure, in accordance with the Madison Junior School PTO Treasury  Policies adopted by the Organization.  

2. Vice President: The Vice President shall assist the President and shall serve as  Chairperson in the absence of the President. The Vice President shall serve as  Chairperson of the Nominating Committee. 

3. Secretary: The Secretary shall record the minutes of all meetings of the  Organization and the Board, and shall have a copy of the approved By-laws  available at every meeting. The Secretary shall have custody and preserve all  records of the Organization and papers relating thereto except for records  maintained by the Treasurer. The Secretary shall make available to the Board  and any member requesting copies of the minutes of any meeting.  

4. Treasurer: The Treasurer shall have custody and care of all the funds and  securities of the Organization and shall deposit the same in the name of the  Organization in such bank or banks as the Board may designate from time to  time. The Treasurer shall disburse the funds of the Organization under such  rules and regulations as may be made by the Board and shall perform such  other duties as the Board may from time to time prescribe. The Treasurer shall  keep full and accurate account of receipts, disbursements and obligations in  books belonging to the Organization, and shall see that all expenditures are  duly authorized by the Board and are evidenced by proper receipts and  vouchers. The Treasurer shall be an authorized signer on any account(s) of the  Organization and shall, in the absence of the President, be responsible for  executing drafts and payments.  

 The Treasurer shall render to the Board at regular meetings, or whenever it  may be required, an account of all financial transactions of the Organization  and of the financial condition of the Organization. The Treasurer shall annually  prepare a budget for the approval of the membership at the [Annual] first  regular meeting of the year. The Treasurer will file, or cause to be filed, any  and all reports and papers required of the Organization by any tax code of the  United States or the State of New Jersey. The fiscal year of the Organization  shall end on July 31st .  

ARTICLE IX  

COMMITTEES  

The Executive Board shall be a standing committee of the Board. The Board shall  create such other and special committees as it deems necessary to accomplish the  work of the Organization.  

The Chairs of all committees shall be appointed by the Board and will present plans of  work to the Board. No committee work shall be undertaken without the approval of  the Board. Each Chair shall annually prepare a written report of the committee’s  activities to be submitted to the Vice President by the last Board meeting of the year.  

ARTICLE X  

REMOVAL OF EXECUTIVE BOARD MEMBERS, OFFICERS,  

AND COMMITTEE MEMBERS AND CHAIRS  

Any officer who fails to fulfill their duties or who is absent from three consecutive  meetings without acceptable excuse, may be removed from office by vote of a  majority of all Board members then in office, at a duly convened regular or special  

meeting.. The vote shall be made by roll-call with the Secretary recording each Board  member’s vote. 

ARTICLE XI  

MEETINGS OF THE ORGANIZATION  

1. Regular Meetings  

The general membership shall meet regularly and as needed at MJS, or at such  other place as specified by the Board. Notice of the time and place of such  meetings shall be given at least ten (10) business days prior to such meeting  and shall be published on the PTO’s website, if maintained, and the MJS’  website, if permitted. Regularly meetings of the general membership shall be  held no less than quarterly.  

2. Annual Meeting  

The annual meeting of the Organization shall be held before November 1st.  Prior Notice of the Annual Meeting shall be provided at least 10 days in advance  to all members in a manner reasonably calculated to reach all members of the  Organization. The general membership shall be provided with an accounting of  the Organizations financial operations for the preceding school year and a  budget for the upcoming year upon which the general membership shall vote.  Said vote on the Annual Budget shall be a singular vote with those in favor,  those opposed, and those abstaining. Abstentions shall be counted with the  majority.  

All meetings of the MJS PTO shall be open to any presently enrolled student’s  parents or guardians and any other individual associated with the school  district. All meetings shall be held at a public building or location. Meetings  shall be scheduled with due regard to all members’ schedules, including work  schedules, and in a manner meant to ensure maximum participation by the  general membership.  

The privilege of introducing motions, debating and voting at the Annual or any  regular or special meeting shall be limited to members. Business may be  transacted by vote of the majority of those members present at the meeting if  a quorum is present. Provided that all members of the Executive Board are  present, the presence of ten other members from the general membership  shall constitute a quorum.  

ARTICLE XII  

AMENDMENTS  

These By-laws may be amended at any regular meeting of the Board by two-thirds  affirmative vote of the Executive Board then in office provided that notice of the  Amendments has been first given at a preceding meeting of the Board and contained  in a written notice sent to all members at least 10 days prior to the meeting of the  

Board at which such amendment is adopted. These By-laws shall be reviewed every  other year beginning in the year 2020.  

ARTICLE XIII  

POLICIES  

The Board may from time to time adopt policies and procedures of the Organization  for distribution to the membership. Any major policy adopted or revised shall be  noticed to the general membership at least ten (10) days in advance and shall provide  a mechanism for any member to register their comments for consideration by the  Board.  

ARTICLE XIV  

DISSOLUTION  

In the event of the dissolution of the Organization, the assets of the Organization  remaining after payment or provision for payment, of all debts and liabilities of the  Organization shall be distributed exclusively for one or more of the exempt purposes  specified in Section 501 (c) (3) of the Internal Revenue Code of 1986, or the  corresponding provision of any successor statute. Consistent with said restriction,  such funds may be transferred to any of the following organizations which are then in  existence and organized and operated exclusively for said exempt purposes: (i) to  Madison Junior School, Madison, New Jersey; or (ii) if Madison Junior School is not  then existing, then to the Board of Education of the Borough of Madison, New Jersey,  to be used for the Board’s exempt purposes.  

 Revised January 2018