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ALLENDALE SCHOOL
PARENT TEACHER ORGANIZATION
BY-LAWS
ARTICLE 1
NAME
The name of this corporation shall be the Allendale Elementary School Parent Teacher Organization Inc. (the “P.T.O.”)
ARTICLE 2
OBJECTIVES
The objectives of the P.T.O. shall be:
- To promote the physical, mental and social educational welfare of children and youth in Allendale Elementary School.
- To provide a forum where parents, principal, and teachers may share ideas and carry out projects for the benefit of our children and our community.
- The PTO will give parents a meaningful voice in the operation of Allendale Elementary School and will serve the principal and teachers of Allendale Elementary School as a source of information for community interest and needs and vice versa.
- The PTO will plan, organize, and conduct; informational, social, fundraising, and other appropriate activities to improve community awareness and involvement.
- To carry out any other charitable purpose that is consistent with the purposes listed in the P.T.O.’s Articles of Organization and that is permitted to be carried out by a corporation organized under Chapter 180 of the Massachusetts General Laws, provided that the P.T.O. shall not pursue any purpose that is not permitted to be carried out by an organization that is exempt from federal income taxation under Section 501(c)(3) of the United States Internal Revenue Code of 1986, as amended.
Revised Feb. 1989
Nov. 1999
Oct. 2007
Nov. 2012
Feb. 2014
Nov 2014
October 2015
ARTICLE 3
BASIC POLICIES
Section 1
The P.T.O. shall be non-commercial, non-sectarian, and non-partisan. It shall not endorse a commercial enterprise or candidate. The name of the organization or the names of any members in their official capacities shall not be used in any connection with a commercial concern or with any partisan interest or for any other purpose than the regular work of the organization.
Section 2
The P.T.O. shall not directly or indirectly participate or intervene (in any way, including the publishing or distribution of statements) in any political campaign on behalf of, or in opposition to, any candidate for public office, or devote more than an insubstantial part of its activities to attempting to influence legislation by propaganda or otherwise, with the exception of educational issues.
Section 3
The P.T.O. shall not seek to direct the administrative activities of the school, nor to control its policies.
Section 4
The P.T.O. may cooperate with other organizations and agencies in child welfare, such as conference groups or coordinating councils, provided its representative makes no commitments that bind the organizations he/she represents.
Section 5
The outgoing treasurer will ensure the books are all in order and balanced. This will be signed off by the principal, president(s), and treasurer. An audit shall be conducted every other year.
ARTICLE 4
MEMBERSHIP DUES AND VOTING
Section 1
Any person directly involved with an Allendale Elementary School student and interested in the objectives of the P.T.O., and willing to uphold its basic policies and subscribe to its by-laws, may become a voting member.
Section 2
An annual enrollment of members shall be conducted. Additional voting members may be accepted at any time.
Section 3
Only members of the P.T.O. shall be eligible to serve in any of its elective or appointed positions.
Section 4
The privilege of voting, holding office, and introducing motions shall be limited to members of the P.T.O.
Section 5
Proxy voting and absentee ballots shall be permitted. These votes must be submitted to the P.T.O. presidents, and/or a member of the Executive Board, prior to the time of elections/nominations.
ARTICLE 5
MEETINGS
Section 1
Regular meetings of the members of the P.T.O. will be held regularly.
ARTICLE 6
DIRECTORS AND THEIR ELECTION
Section 1.
The Board of Directors shall be elected annually by the members to hold office until the next annual meeting of the members or until the election and qualification of their respective successors, except as hereinafter otherwise provided for filling vacancies. The Directors must be members of the P.T.O. and shall be chosen by ballot at such meeting by a majority of the votes of the members, voting in person. The duties of the Board of Directors shall be as follows: (a) transact any necessary business on behalf of the general membership in the interval between regular meetings, (b) oversee the workings of committees and special projects, and (c) present reports on committee work at general member meetings.
Section 2.
The number of Directors of the P.T.O. shall be a minimum of three (3) and a maximum of nine (9), but such number may be increased or decreased by amendment to these Bylaws, in the manner set forth in Article 12 hereof. When the number of Directors is so decreased by amendment adopted by the Board of Directors, each Director in office shall serve until her term expires, or until her resignation or removal as herein provided.
Section 3.
Any Director may resign at any time by giving written notice of such resignation to the President or Secretary of the P.T.O.
Section 4.
Any vacancy in the Board of Directors occurring during the year, including a vacancy created by an increase in the number of Directors made by the Board of Directors, may be filled for the unexpired portion of the term by the Directors then serving, although less than a quorum, by affirmative vote of the majority thereof. Any Director so elected by the Board of Directors shall hold office until the next succeeding annual meeting of the members of the P.T.O. or until the election and qualification of her successor.
Section 5.
The Board of Directors shall meet prior to each regular meeting of the members.
Section 6.
Immediately after each annual election, the newly elected Directors may meet at the principal office of the P.T.O. for the purpose of organization, the election of officers, and the transaction of other business, and, if a quorum of the Directors shall be then present, no prior notice of such meeting shall be required to be given. The place and time of such first meeting may, however, be fixed by written consent of all the Directors.
Section 7.
Special meetings of the Board of Directors may be called by the President or any Vice President and must be called by either of them on the written request of any Director.
Section 8.
Notice of all Directors' meetings, except as herein otherwise provided, shall be given by mailing such notice at least three (3) days or by emailing the same at least one (1) day before the meeting to the usual business or residence address (physical or email) of the Director, but such notice may be waived by any Director. Regular meetings of the Board of Directors may be held without notice at such time and place as shall be determined by the Board. Any business may be transacted at any Directors' meeting. At any meeting at which every Director shall be present, even though without any notice or waiver thereof, any business may be transacted.
Section 9.
At all meetings of the Board of Directors, a majority of the Directors shall be necessary and sufficient to constitute a quorum for the transaction of business and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by these Bylaws. If at any meeting there is less than a quorum present, a majority of those present may adjourn the meeting from time to time without further notice to any absent Director, and may take such other and further action as is provided in Article 5, Section 1 of these Bylaws.
Section 10.
The Directors and officers of the P.T.O. may be interested directly or indirectly in any contract relating to or incidental to the operations conducted by the P.T.O., and may freely make contracts, enter transactions, or otherwise act for and on behalf of the P.T.O., notwithstanding that they may also be acting as individuals, or as Directors of trusts, or as agents for other persons or corporations, or may be interested in the same matters as shareholders, Directors, or otherwise; provided, however, that any contract, transaction, or act on behalf of the P.T.O. in a matter in which the Directors or officers are personally interested as shareholders, Directors or otherwise shall be at arm's length and not violative of the proscriptions in the Articles of Organization against the P.T.O.'s use or application of its funds for private benefit; and provided further that no contract, transaction, or act shall be taken on behalf of the P.T.O. if such contract, transactions, or act is a prohibited transaction or would result in the denial of the tax exemption under Section 503 or Section 507 of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended. In no event, however, shall any person or other entity dealing with the Directors or officers be obligated to inquire into the authority of the Directors and officers to enter into and consummate any contract, transaction, or other action.
Section 11.
Directors shall not receive any stated salary for their services as such. The Board of Directors shall have power in its discretion to contract for and to pay to Directors rendering unusual or exceptional services to the P.T.O. special compensation appropriate to the value of such services.
Section 12.
All the corporate powers, except such as are otherwise provided for in these Bylaws and in the laws of the Commonwealth of Massachusetts, shall be and are hereby vested in and shall be exercised by the Board of Directors. The Board of Directors may by general resolution delegate to committees of their own number, or to officers of the P.T.O., such powers as they may see fit.
Section 13.
The P.T.O. shall indemnify the Directors from and against any claim by any third party seeking monetary or any other damages against such Directors arising out of such Director’s performance of her or her duties in good faith and in accordance with Article III of these By-Laws.
ARTICLE 7
OFFICERS AND THEIR APPOINTMENT
Section 1
- The officers of the P.T.O. shall be president, vice president(s), secretary, and treasurer, and such other officers with such powers and duties not inconsistent with these Bylaws as may be appointed and determined by the Board of Directors.Any two (2) offices, except those of President and Treasurer, may be held by the same person.
- The President and Secretary will be elected on every other year (two year terms) by the Board of Directors.The Vice President and Treasurer will be elected on every other year (two year term) by the Board of Directors.Election will be held yearly and nominations in April for the officer’s term that is up, unless a vacancy occurs.However, if there is but one nominee for any office, it shall be in order to move that the secretary cast the elective ballot of the organization for the nominee.
- Newly elected officers shall assume their official duties on June 1st and shall serve 2 full school calendar years.
Section 2
- Attendance at 50% of the P.T.O. meetings shall be mandatory for election as an officer.
- When Possible, the president shall request nominees for each office and committee chair to be nominated in the month of April.
- Only those who have consented to serve shall be eligible for election.
Section 3
A vacancy occurring in any office, shall be filled for the unexpired term, by a person appointed, by the president and approved by the members of the P.T.O. In case of a vacancy in the office of president, the vice president shall serve for the remainder of the term.
ARTICLE 8
DUTIES OF THE OFFICERS
Section 1
The president shall preside at 90% of all meetings of the P.T.O. He/She shall uphold and guide the P.T.O under the objectives, as outlined by the bylaws. He/she/they shall perform such duties, as may be prescribed in these by-laws or assigned to him/her/them by the P.T.O. He/she shall coordinate the work of the officers and committees in order that the objectives of the P.T.O. shall be promoted. He/she/ shall be ex-officio, a member(s) of all committees. The president(s) shall be a parent representative(s) and under no conditions should the president be the school’s principal. The P.T.O. president will assist they School Principal in P.A.C. (Parent Advisory Council) matters, when requested, if a parent volunteer(s) does not serve on the P.A.C. The P.T.O. President will collect information from the P.A.C. to repot to the P.T.O., if P.A.C. parent volunteer does not attend P.T.O. monthly meeting.
Section 2
The vice-president shall act as an aide to the president(s) and shall perform the duties of the president in the absence or inability of that officer to serve. The vice-president will review the By-Laws annually and facilitate meeting on bylaws every two years. The vice-president will bring forward any revisions or concerns for PTO bylaws. (Laws and Regulations will coordinate review/revisions of the P.T.O. by laws to keep them updated and current. As needed, committee will meet to review and bring forth any requested changes/additions to the P.T.O. group for an official vote, this shall be completed biannually, no later than February). The vice-president or selected representative shall represent Allendale School at the Superintendent’s Parent Advisory Council (P.A.C.) meetings, 50% of the time and shall report to the P.T.O. on those meetings.
Section 3
The secretary shall record the minutes of all meetings of the P.T.O. and of the executive board and shall make available to the members of the P.T.O. true and correct copies of the minutes of such meetings. He/she shall be the custodian of the P.T.O. by-laws and shall make available to the members of the P.T.O true and correct copies of the by-laws. He/she shall keep a list of each member of the P.T.O. which. He/she shall keep attendance records and in general, perform the duties associated with this office. He/She shall complete and distribute the PTO monthly calendar and any other information for the Allendale parent(s)/families, as requested by the members of the P.T.O., and approved by the P.T.O. executive committee and Principal. He/She is also responsible for the publicity of events and assisting in making sure parents/community know about P.T.O. sponsored events.
Section 4
The treasurer shall receive all monies of the P.T.O.; shall keep an accurate record of receipts and expenditures and shall pay out local funds in accordance with the approved budget as authorized by the P.T.O. The treasurer shall present a financial statement at every meeting of the P.T.O. and at other times when requested by the P.A.C and or executive board. The treasurer will make all financial records available to an auditor when requested.
- *The Holiday Bazaar funds will be placed in a separate line item in the budget to be used to support Allendale families in need for the holiday’s or an emergency.Any/all purchases and amounts will be voting on by the P.T.O. committee prior to distribution.
Section 5
The Cultural Enrichment Chairperson shall be responsible for arranging cultural programs for Allendale School students and their families. (Attendance by family members will be at the performer’s discretion.) Coordinating with various vendors and the school to provide presentations, enriching the education goals and objectives of the school and common core standards.
Section 6
The Fundraiser Chairperson shall be responsible for coordinating activities designed for the specific purpose of raising monies for Allendale School. Coordination of Fall and Spring fundraiser, if necessary, also, ensure that there are sufficient funds to cover any needs. This committee will also coordinate box tops, Campbell labels, shopping cards rewards for various retail/grocery store, and others, as needed.
Section 7
The Fifth Grade Committee; preferably fifth grade parent Chairperson and 4th grade parent Co-Chair. The committee will be responsible for the coordination and organization of all fifth grade activities; moving up ceremony, yearbook, and any other activities deemed necessary/related to fifth grade.
Section 8
The Program Committee, shall plan, organize, advertise, and coordinate non-fundraising programs, which are primarily designed to benefit Allendale School students and their families. Committee Chair(s) can coordinate volunteer leaders to lead events and assist in event responsibilities. Chair(s) are not required to attend and lead every event, but to ensure there are volunteer leaders to lead events. Events include:
- The Book Fair - Responsible for organizing volunteers and volunteer leaders for; advertising, and carrying out the duties of the annual event.He/She shall assist in the coordination of the use of the book fair funds, based on school needs Halloween Parade - Responsible for organizing volunteers and volunteer leaders for; carrying out the duties of the annual event.He/She shall assist in the coordination of the event with the city, P.T.O., and school Principal.
- Holiday Bazaar - Responsible for organizing volunteers and volunteer leaders for; advertising, and carrying out the duties of the annual event. He/She shall assist in the coordination of the event with the P.T.O. and school Principal.He/She shall take and inventory of what the needs for future Bazaar will be (purchasing) and relay all information to the P.T.O.
- Welcome Back Event – to be determined - Responsible for organizing volunteers and volunteer leaders for; advertising, and carrying out the duties of the annual event
- End of the Year Event – to be determined - Responsible for organizing volunteers and volunteer leaders for; advertising, and carrying out the duties of the annual event
- Winter Event – to be determined - Responsible for organizing volunteers and volunteer leaders for; advertising, and carrying out the duties of the annual event
Section 9
The After-School Enrichment Committee is responsible for coordinating and planning various after-school activities/programs that provide students the opportunity to further enrich their educational experiences in various areas of interest.
Section 10
All officers and chairpersons shall perform the duties prescribed in these by-laws and those assigned from time to time; see that all notices are duly given in accordance with the provisions of these by-laws; and shall deliver to their successors all official materials as soon as possible after the June P.T.O. meeting.
Section 11. Any officer may be removed for office by the affirmative vote of two‑thirds (2/3) of all the Directors at any regular or special meeting called for that purpose, for nonfeasance, malfeasance, or misfeasance, for conduct detrimental to the interests of the Corporation, for lack of sympathy with its objects, or for refusal to render reasonable assistance in carrying out its purposes. Any officer proposed to be removed shall be entitled to at least five (5) days' notice in writing by mail of the meeting of the Board of Directors at which such removal is to be voted upon and shall be entitled to appear before and be heard by the Board of Directors at such meeting.
ARTICLE 9
STANDING AND SPECIFIC COMMITTEES
Section 1
Standing committees shall be created by the executive committee as deemed necessary to promote the objectives and carry on the work of the organization.
Section 2
The chairperson of each standing committee shall present a plan of work to the P.T.O. for approval. No committee work shall be undertaken without the consent of the P.T.O.
Section 3
The power to form special sub-committees rests with the P.T.O. Since a sub-committee is created and appointed for a specific purpose, it automatically goes out of existence when work is done and it s final report is received. Any monies collected by a sub-committee become part of the P.T.O. general fund.
ARTICLE 10
ELECTION OF STANDING COMMITTEE CHAIRPERSONS
Section 1
Chairpersons of the committees identified in Article 8; Sections 5-9, shall be elected every two years, unless the Chair of the committee resigns. Resignations for the upcoming year are requested to be submitted in March for the April meeting nominations. If there is but one nominee for any chairperson-ship, it shall be in order that the secretary cast the elective ballot of the organization for the nominee.
Section 2
Chairpersons shall assume their official duties on June 1st and shall serve their office for a two year term, and/or until their successors are elected.
ARTICLE 11
PARLIAMENTARY AUTHORITY
Parliamentary Procedure shall be referred to only when circumstances deem it necessary. Regular meetings of the P.T.O. and Executive Board shall be conducted informally. [Roberts Rules of Order is referred to in Article 5, Section 2, which appears inconsistent with the provisions of this article – just pointing this out.]
ARTICLE12
AMENDMENTS
Section 1 These by-laws may be amended at any meeting of the P.T.O. by a 2/3 vote of the members present and voting, provided that:
- Notice of the proposed amendment shall have been given at the previous meeting.
- The amendment is to further carry out the objectives of the P.T.O.
Section 2
A committee may be appointed to submit a revised set of by-laws as a substitute for these by-laws only by a 2/3 vote at a meeting of the P.T.O. and/or Executive Board.
ARTICLE 13
PROHIBITION AGAINST SHARING IN CORPORATE EARNINGS
No member, Director, officer or employee of or member of a committee of or person connected with the P.T.O., or any other private individual shall receive at any time any of the net earnings or pecuniary profit from the operations of the P.T.O., provided that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the P.T.O. in effecting any of its purposes as shall be fixed by the Board of Directors; and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the P.T.O.
ARTICLE 14
DISPOSITION OF ASSETS UPON DISSOLUTION
Upon the dissolution, final liquidation or winding-up of the P.T.O., the Board of Directors shall, subject to any requisite approval of the Massachusetts Supreme Judicial Court or Superior Court, after paying or making provisions for the payment of all of the liabilities of the P.T.O., dispose of all of the assets of the P.T.O. exclusively for the educational, non-profit purposes of the P.T.O., or to such other exempt educational, non-profit organization or organizations organized exclusively for educational, non-profit purposes under Section 501(c)(3) of the Internal Revenue Code, in such manner as the Board of Directors shall determine. In no event shall any of such assets be distributed to an incorporator, member, Director, officer, donor or employee of the P.T.O.
ARTICLE 15
ACTIVITIES OF MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES AND REPRESENTATIVES
Notwithstanding any other provision of these Bylaws, no member, Director, officer, employee, or representative of the P.T.O. shall take any action or carry on any activity by or on behalf of the P.T.O. not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended, or by an organization contributions to which are deductible under Section 170(c)(2) of such Code and Regulations as they now exist or as they may hereafter be amended.
ARTICLE 16
Conflict of Interest Policy
Any member, Director, or officer who has an interest in a contract or other transaction presented to the Board of Directors for authorization, approval, or ratification shall make a prompt and full disclosure of her interest to the Board of Directors prior to its acting on such contract or transaction. Such disclosure shall include any relevant and material facts known to such person about the contract or transaction, which might reasonably be construed to be adverse to the P.T.O.’s interest. At the next scheduled meeting of the Board of Directors, the disclosure shall be reviewed and the Board of Directors shall, at such meeting, determine by a vote of two-thirds (2/3) of the entire Board of Directors, whether the disclosure shows that a conflict of interest exists or can reasonably be construed to exist. Regardless of whether a conflict shall be deemed to exist by the Board of Directors, such person (a “Disclosing Person”) shall (a) not vote on, nor use her or his personal influence on, (b) nor participate (other than to present factual information or to respond to questions) in, any discussions or deliberations with respect to such contract or transaction, and (c) leave any meeting when such contract or transaction is being discussed and prior to the time when the Board of Directors makes its determination. The minutes of the meeting shall reflect the disclosure made by vote thereon, and the time when the Disclosing Person left the meeting.
ARTICLE 17
Exoneration of Directors and Officers
In order to induce Officers and Directors of the P.T.O. to continue to serve as such and to induce others to serve as Officers and Directors of the P.T.O. and as partial consideration for such services, the P.T.O. shall, to the extent allowed by law and only to the extent that the status of the P.T.O. as an organization exempt under Section 501 (c)(3) of the Internal Revenue Code is not affected thereby, reimburse, exonerate and hold harmless and indemnify each present and future Director and Officer of the P.T.O. (and her or his heirs, executors and administrators) of, from or against any and all claims and liabilities to which she has heretofore or may hereafter become subject by reason of her now or hereafter being a Director or Officer of the P.T.O. or by reason of her alleged acts or omissions as a Director or Officer as aforesaid, and shall reimburse, exonerate, hold harmless and indemnify each such Director and Officer (and her heirs, executors and administrators) for all legal and other expenses reasonably paid or incurred by her in connection with any such claims or liabilities whether or not at or prior to the time when so reimbursed, exonerated, held harmless and indemnified she had ceased to be a Director or Officer of the P.T.O., unless such Director or Officer shall have been finally adjudged by a court of competent jurisdiction to have been guilty of willful malfeasance, bad faith or reckless disregard of her or his duties in the conduct of her office; provided, however, that the P.T.O. prior to such final adjudication may compromise, settle, pay and discharge any such claims and liabilities and pay such expenses if such settlement, payment or discharge, as the case may be, appears in the judgment of a majority of the Board of Directors to be in the best interests of the P.T.O., evidenced by a resolution adopted by the Board of Directors; and provided, further, the foregoing rights of such Directors and Officers shall not be exclusive of any rights to which they may be lawfully entitled.
ARTICLE 18
Insurance
The P.T.O. shall have power to purchase and maintain insurance on behalf of any person who is or was a Director or Officer of the P.T.O. against any liability incurred by her in any such capacity, or arising out of her status as such, whether or not the P.T.O. would have the power to indemnify her against such liability.