MES PTO By-Laws

Mammoth Elementary School PTO Bylaws
Article I – Name
The name of the organization shall be the Mammoth Elementary School PTO (hereinafter “MES PTO” or “organization”).  
Article II – Purpose
The organization is dedicated to the purpose of supporting the education and the educational experience of the children at Mammoth Elementary School.  To fulfill this purpose, the organization shall [Potential changes to mission statement here]:
1) Raise and expend funds to enhance and improve the educational quality of Mammoth Elementary School, including, but not limited to, financial support to classroom teachers, purchase of books and materials, procurement of educational assemblies and development and promotion of after-school enrichment programs
2) Sponsor projects and events for the benefit of Mammoth Elementary students
3) Strive to achieve a closer working relationship between teachers, parents and community so that parents, administrators and teachers may cooperate intelligently in the education of the students
4) Keep abreast of local district objectives, and be better informed regarding local school issues
5) Bring areas of concern to the principal and/or district school Board and administration
6) Encourage a positive, supportive atmosphere to enhance students’ educational and extracurricular experiences. 
Article III – Members
Section 1.  Any parent or legal guardian of a student at the school may be a member, and shall have voting rights.  Any community member may attend PTO general meetings without the right to vote. The principal and any regularly employed teacher at the school may be a member,and shall have voting rights.
Any eligible membermay opt in to receive notice of meetings, minutes and informational handouts and emails by completing a membership form containing his or her name, mailing address, telephone number and, if available, e-mail address.  Members’ addresses, phone numbers and e-mail addresses will be used only for internal communication purposes, including formal notices, and shall not be distributed to third parties or organizations. 
Section 2.  Dues shall be collected as donations, but are not required for membership.
Article IV – Policies
This organization shall be non-profit, non-partisan, and non-sectarian.  This organization operated on an integrated basis, without discrimination on the basis of race, creed, color, gender, religion or national origin.  To serve the entire community, the organization shall, upon request,translate its Agenda, Minutes, Publications and Announcements into Spanish. Where deemed necessary, the organization will attempt to have a translator available at the general meetings.  However, failure to provide translation of Agenda, Minutes, Publications, Announcements, and Meetings, shall not invalidate any action taken.
Article V -- Executive Board and Elections
Section 1.  Executive Board.  The officers shall be a president, vice president, secretary, treasurer and parliamentarian.  
a.  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, and coordinate the work of all the officers and committees so that the purpose of the organization is served. The president shall be fair with all Board members, delegate responsibilities, and offer assistance
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. 
c.  Secretary.  The secretary shall keep all records of the organization, take and record minutes, and in conjunction with the President, prepare the agenda, handle formal 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.   At the end of the secretary’s term, all PTO general meeting minutes, formal correspondence and other records of the organization shall be turned over to the incoming secretary.  
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. All checks exceeding $2000 shall be signed by two (2) elected officers.
e.  Parliamentarian.  The parliamentarian shall be responsible for making sure the meetings of the organization adhere to parliamentary procedure according to these bylaws and Robert’s Rules of Order (in case of a conflict between Robert’s Rules and these bylaws, these bylaws apply).
f.  Board Members at Large:  In addition to the officers, the executive board may have up to 3 (three) elected members at large.
Section 2.  Nominations and Elections.  Elections will be held at the last meeting of the school year, typically in May.  One month prior to the election, typically at the April meeting nominations for officers shall be made by members.  Nominations from the floor must be seconded and accepted by the candidate. Voting at the election shall be by voice vote if a position is uncontested. If more than one person is running for an office, a ballot vote shall be taken for each contested office. 
A majority of the votes cast by the voting members shall be necessary for election.  Should no person receive a majority of the votes cast, a run-off between the two persons who received the highest number of votes shall be immediately held.
At the last meeting of the school year, following the election of officers, new officers shall be sworn in and shall officially assume control at the last regular PTO meeting of the year, normally in early June.
All members of the organization shall be eligible to participate in the election. Only those members in attendance shall be allowed to vote.  
Section 3.  Eligibility for Office.  Any member eligible for office. 
Section 4.  Terms of Office.  Officers are elected for one year. It is the goal and policy of this Organization to encourage new members to join the Board as officers, and to foster new ideas and approaches to energize the Organization.  To this end, Board members shall encourage the nomination of new Board members. Board members may be nominated for new positions on the board (rotate office) at the end of their term.
Each person elected shall hold only one office at a time.   All positions can be held by only one person at a time.
Section 5.  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.
Section 6.  Removal From Office.  Officers can be removed from office for cause by a two-thirds vote (assuming a quorum) of those present at a regular meeting where previous notice has been given, or with or without cause, by a majority vote of the executive Board. 
Article VI – Meetings
Section 1.  Regular Meetings.  
a.  Notice.  The PTO will hold monthly General Meetings, at a time and place determined by the Executive Board at least 1 month prior to the meeting.  The President or Secretary will notify the members of the meetings by one or more of the following means: a) the school’s current communications method, i.e., Monday Messenger at least one week prior to the meeting, b) e-mail to all members, or c) posted notice on the MES PTO Bulletin Board.  Lack of notice shall not invalidate the meeting or any action taken therein.  The agenda for the meeting shall available prior to the meeting.
b.  Conduct.    General meetings shall be concluded in one hour; if all business is not concluded in one hour, the members in attendance will vote to determine another convenient date and time to conclude the business at hand, or to adjourn to the next regularly scheduled meeting.  To save time at regular meetings, committee chairpersons may, and are encouraged to, submit reports in writing.  
An abbreviated and simple version of Robert’s Rules shall govern MES PTO meetings in all cases in which they are applicable and to the extent they are not in conflict with the organization’s bylaws.  The agenda for each meeting shall include an item permitting the raising of new business/issues.
Section 2. Special Meetings. Special meetings of the general membership may be called by the president, any two members of the Executive Board, or five general members submitting a written request to the secretary.  Prior notice of the special meeting shall be sent to the members at least 5 days prior to the meeting, by at least two of the following means: a) notice in the school’s current communications method, e.g.,Monday Messenger, b) e-mail, c) flyers sent home with the students, or d) telephone calls. 
Section 3.  Quorum.  Approval of any vote shall be 2/3 of the members present during the vote.  
Article VII – Executive Board
Section 1.  Membership.  The Executive Board (also referred to herein as the “Board”) shall consist solely of the officers, specifically, including the president, vice president, secretary, treasurer and parliamentarian  and elected board members at large.
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.  Board Meetings.  Regular board meetings shall be held monthly, at a time and place to be determined by the Board. Special meetings may be called by any two Board members, with 24 hours notice.  All Board meetings are closed in the interest of time and efficiency.  Exceptions may be granted by the Board to allow invited guests to address the Board regarding official business. 
Section 4.  Quorum.  Half the Board members plus one constitutes a quorum.  
Section 5.  Mail and E-Mail Voting.  No decision may be made by mail or e-mail ballot unless the decision is made in writing and is unanimous.  
ARTICLE VIII -  Disclosure of Conflicts .
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 officer or Committee member or chairperson with delegated authority to enter into financial agreements or transactions on behalf of the organization 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 Organization has a transaction or arrangement,
b.   A compensation arrangement with the Organization or with any entity or individual with which the Organization 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 Organization is negotiating a transaction or arrangement.
3.   Compensation: Payments including direct and indirect remuneration as well as gifts or favors that are not insubstantial.
NOTE: A financial interest is not necessarily a conflict of interest. Under Section 11.3, a person who has a financial interest may have a conflict of interest only if the Board 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 Board and Committees 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 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.
3.   Procedures for Addressing the Conflict of Interest: 
a.   An interested person may make a presentation at the 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.
b.   The chairperson of the board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
c.   After exercising due diligence, the 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.
d.   If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the 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 Conflicts of Interest Policy:
a.   If the 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.
b.   If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the 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 MES PTO 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     Annual Statements. 
Each officer and member of a committee with board delegated powers to enter into financial agreements on behalf of the organization shall annually sign a statement which affirms such person:
1.   Has received a copy of the conflicts of interest policy,
2.   Has read and understands the policy,
3.   Has agreed to comply with the policy, and
4.   Understands the Organization 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.
Article IX – Committees
Section 1.  Membership. Committees may consist of members and/or board members., 
Section 2.   Committees.  The Board may create and/or discontinue various committees in furtherance of the mission and business of the PTO, and may appoint persons thereto.
Section 4.  Announcements, Notices and Flyers.  All PTO publications, including committee announcements, notices, flyers of any kind shall be approved in advance of publication by the committee head.
Article X.  Finances. 
Section 1.  A tentative budget shall be drafted in the spring for approval of spending while school is not in session.  The final budget will be approved in the fall for each school year and approved by a majority vote of all members present.
Section 2.  The treasurer shall keep accurate records of any disbursements, income and bank account information.  
Section 3.  The Board shall oversee and approve all expenses of the organization, but no expenditure may be approved unless it is within the budget approved by the membership or voted on and specifically approved thereafter by the membership. The Board shall approve and oversee all fundraisers held by the organization.
Section 4.  The treasurer shall prepare a financial statement at the end of the year.Upon Request, the financial statement may be reviewed by a committee selected by the Board and approved by a voice vote of the membership.  
Section 5.  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 6.  The fiscal year shall be July 1 – June 30.
Section 7.  It shall be the goal of the organization to disburse all funds (with the exception of $5,000 retained to start the new school year) by the end of each school year, except with respect to the creation and continued funding of the Grade Specific Accounts, described herein:
7.1 Grade Specific Accounts. Beginning with fiscal year 2016, the Treasurer shall create an account within the PTO Budget specific to each grade year, from TK up to Fifth Grade. These accounts shall be known as Grade Specific Accounts. Each Grade Specific Account will travel with its class year as that class progresses from TK to Fifth grade, accumulating funds every year. All grade specific fundraising will be put in that account. Money from Grade Specific Accounts will be used for programs, trips, supplies or other expenses benefitting that grade, including but not limited to the Fourth Grade trip to Sacramento. 
7.2 Funding of Grade Specific Accounts. Beginning in 2016, Grade Specific Accounts shall receive yearly funding out of the proceeds of the Husky Pup Fun Run, as follows: each grade shall receive their pro-rated share of any money earned at the Husky Pup Fun run in excess of that year’s budgeted amount (hereinafter the “Excess Amount”. The amount received shall be pro-rated based on the percentage of Husky Pup Fun Run proceeds earned by that grade. For example, if the second Grade class raised 10% of the Husky Pup Fun Run proceeds in a given year, they will receive 10% of that year’s Excess Amount.
In addition to a pro-rated share of the Husky Pup Fun Run Excess Amount, each Grade Specific Fund may be funded by or hold money earned by a specific grade through a grade specific fundraiser. 
7.3 Remaining Funds. Any remaining funds in a Grade Specific Account when a class year reaches the termination of Fifth Grade shall be used by that class by the end of the Fifth Grade school year, or returned to the PTO General Fund.
Section 8.  Where the organization receives a check that is returned by the bank for insufficient funds, the treasurer shall write a letter to the payee, containing a copy of the returned check, a request for the written amount, and the fees charged to the organization for that check.  The check will be returned to the payee upon receipt of cash, money order, or certified check.  At the discretion of the Board, checks may be refused from persons who have provided checks with insufficient funds on more than one occasion.
Section 9.  At the end of an event at which monies have been collected, the cash shall be counted t by two members, when possible.  The cash shall be deposited into the MES PTO bank account as soon as feasible.
Section 10.  Reimbursements from MES PTO shall require submission to the treasurer of a reimbursement form along with a receipt or invoice stapled to the reimbursement form.  The treasurer will submit the invoice to the Board to verify the funds were preapproved. 
Section 11. When feasible, at least two bids or estimates are required for any purchase that exceeds $2,500 (two thousand five hundred dollars).  Each purchase that exceeds $2,500 shall be evaluated for both price and value (e.g., warranty or return policy), and the entire board shall approve each such purchase. 
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Article XI – Standing Rules
Standing rulesmay be approved by the Executive Board, and the secretary shall keep a record of the standing rules for future reference. 
Committee Standing Rules may be made by Committee Chairpersons.
Article XII – Adoption and Amendment of Bylaws
The Bylaws shall be adopted by a majority vote of the organization members present at any meeting.  Prior notification of the by-laws as an agenda item must be made to the membership, and the bylaws distributed in advance of the meeting at which they will be considered and voted upon.  The Bylaws may be amended at any regular or special meeting, providing that previous notice was given in writing and then sent to all members of the organization by the secretary.  Notice may be given by postal mail, e-mail, social media.  Amendments must be approved by a two-thirds vote of those present, assuming a quorum. 
Article XIII – Dissolution
The organization may be dissolved on 14 calendar days notice any a two thirds vote of those present at the meeting.  
Article XIV -- Bond and insurance.  
The PTO shall carry and keep current liability insurance for the organization.
These bylaws were adopted on ______, 201__at a regular meeting of the MES PTO.