Amended Spring Lake Elementary PTO Bylaws 6.5.20

Spring Lake Elementary PTO Bylaws

Article I – Name 

The name of the organization shall be the Spring Lake Elementary PTO, Inc. 

Article II – Purpose 

The Spring Lake Elementary PTO supports the educational enrichment of all students at Spring Lake Elementary School through community building, family engagement, and generation of STEAM-focused resources.  We work to see every student thrive through responsible learning, respect for diversity, and a strong sense of self-esteem.

Article III – Membership and Dues 

Section 1. Any parent, guardian, or other adult standing in loco parentis for a student at the school may be a member and shall have voting rights. The principal and any teacher employed at the school may be a member and have voting rights.

Section 2. Dues, if any, will be established by the executive board on an annual basis prior to the beginning of the school year.  There is no waiting period for voting rights.  Any member who has paid dues may have immediate voting rights.  In the event of a bounced check, voting rights will be put on hold until the amount is fully paid and in such events, no retroactive votes will be honored.

Section 3.  Household memberships will count as two (2) votes.  During general meetings, proxy votes will be allowed only for members of the same household.  

Section 4.  Voting within the organization will be done primarily through a determined online platform on a monthly basis.  Exceptions to this are motions presented at the general meeting requiring an immediate in-person vote to move forward.  Only members who have paid their dues will be invited/permitted to vote.  The voting period for each measure will be one week unless there is an urgent need for a result as determined by a majority of the executive officers.  All paying members will be notified of the open voting period by email, and will be posted on the PTO website and Facebook page.  Each member may only vote once as enforced by the online platform.  Results of each voting period will be made public at the conclusion of the voting period and presented without bias at the next general meeting.

Article IV – Officers and Elections 

Section 1. Officers. The officers shall be a president, vice president, secretary, and treasurer. In addition to the duties listed below, each officer will also perform other such duties as applicable to the office as prescribed by the parliamentary authority of this organization. 

a. President/Co-President. The president shall preside over meetings of the organization and executive board, serve as the primary contact for the principal, represent the organization at meetings outside the organization, serve as an ex officio member of all commit­tees except the nominating committee, and coordinate the work of all the officers and committees so that the purpose of the organization is served.

b. Vice President. The vice president shall assist the president and carry out the president’s duties in his or her absence or inability to serve. The vice president shall also oversee the committees of this organization. 

c. Secretary. The secretary shall keep all records of the organization, take and record minutes, prepare the agenda, handle correspondence, and send notices of meetings to the member­ship. The secretary also keeps a copy of the minutes book, bylaws, rules, membership list, and any other necessary supplies, and brings them to meetings. 

d. 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. 

Section 2. Eligibility. Members are eligible for office if they are members in good standing at least 14 calendar days before the nominating committee presents its slate. 

Section 3. Nominations and Elections. Elections will be held at the second-to-last meeting of the school year. The organization shall select a candidate for each office and present the slate at a meeting held one month prior to the election. At that meeting, nominations may also be made from the floor. Voting shall be by voice vote if a slate is presented. If more than one person is running for an office, a ballot vote shall  be taken. 

Section 4. Terms of Office. President and Vice President are elected for one year and may serve no more than two (2) consecutive terms in the same office. Treasurer and secretary are elected for one year and there is no term limit for these two positions.

Section 5. Removal From Office. Officers can be removed from office 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. 

Section 6. Vacancies. If there is a vacancy in the office of president, the vice president will become the president. At the next regularly scheduled meeting, a new vice president will be elected. If there is a vacancy in any other office, members will fill the vacancy through an election at the next regular meeting. 

Article V – Meetings 

Section 1. Regular Meetings. The regular meeting of the organization shall be on the same day and at the same time each month, to be determined by the executive board. Exceptions may be allowed for federal and school holidays as long as the schedule of meetings is determined and shared by the executive board prior to the start of the school year.

Section 2. Special Meetings. Special meetings may be called by the president, any two members of the executive board, or five general members submitting a written request to the secretary. Notice of the special meeting shall be sent to the members at least 10 days prior to the meeting, by flyer, email and posted on the PTO website and Facebook page. 

Section 3. Annual Meeting. The annual meeting will be held at the April regular meeting. The annual meeting is for receiving reports, electing officers, and conducting other business that should arise. 

Section 4. Quorum. The quorum shall be the number of executive members plus one (1)  member of the organization. 

Section 5. Notification of Meetings. The secretary will notify the members of the meetings via email and/or public post at least one week prior to the meeting. 

Article VI – Executive Board 

Section 1. Membership. The Executive Board shall consist of the officers and principal.  Committee chairs may attend executive board meetings if they wish or at the invitation of the executive board.

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 of the executive board shall be held monthly, on the same day and at the same time each month, to be determined by the board. Special meetings may be called by any two board members, with 24 hours notice. 

Section 4. Quorum. Half the number of board members plus one (1) constitutes a quorum. 

Article VII – Committees 

Section 1. Membership. Committees may consist of general members and board members, with one predetermined member of the executive board as representative and liaison to the other officers.

Section 2. Standing Committees. The following committees shall be held by the organization: Fundraising, Passive Fundraising, Hospitality, Membership, Communications/PR, Family Involvement, and Audit. 

Section 3. Additional Committees. The board may appoint additional committees as needed. 

Article VIII – Finances 

Section 1. A tentative budget shall be drafted in spring for the following school year and approved at a fall meeting 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 board shall approve all expenses of the organization. 

Section 4. Two authorized signatures shall be required on each check over the amount of $200. Authorized signers shall be the president, treasurer, and principal. 

Section 5. The treasurer shall prepare a financial statement at the end of the year, to be reviewed by the Audit Committee. 

Section 6. The fiscal year shall coordinate with the school year. 

Section 7. 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. 

Article IX – Parliamentary Authority 

Robert’s Rules of Order shall govern meetings when they are not in conflict with the organization’s bylaws or any other special/ standing rules. 

Article X – Standing Rules 

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

Article XI – Dissolution 

The organization may be dissolved with previous notice (14 calendar days) and a two thirds (⅔) 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 at the prior meeting and then sent to all members of the organization by the secretary. Notice may be given by postal mail, email, hard copy, or fax. Amendments will be approved by a two­- thirds vote of those present, assuming a quorum or by an online voting platform. 

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, 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 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 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. 

iii. 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. 

iv. 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. 

d. Violations of the Conflict of Interest Policy.

i. 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. 

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 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 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 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: 

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.