SKYLINE PTO, INC.
NAME AND PURPOSES
Section 1.01. Name.
The name of the organization is SKYLINE PTO, INC.
Section 1.02. Purpose.
The Corporation is organized for charitable and educational purposes with its primary objectives being:
To promote the welfare of children and youth in Skyline Elementary School.
To develop between teachers and parents of Skyline Elementary such united efforts as will secure for every child the highest advantages in mental, physical and social education.
To bring into closer relationship the home and the school, that parents and teachers may work cooperatively in the education of the child.
To raise funds to help in maintaining equipment and supplies where needed, as well as funding activities that enhance the Skyline learning environment (e.g., field-trips) that are not already funded by the Ferndale School District.
Section 2.01. Qualifications.
Any parent, legal guardian or other person standing in “loco parentis” with a child enrolled and attending the Skyline Elementary willing to promote the objectives of Skyline PTO, Inc., to uphold its policies and to subscribe to these Bylaws is qualified to be a member of the PTO. In addition, any administrator, faculty and/or staff member of Skyline willing to promote the objectives of Skyline PTO, Inc., to uphold its
policies and to subscribe to these Bylaws shall also be qualified to be a member of the PTO.
Section 2.02. Dues.
There are no membership dues.
Section 2.03. Voting Members.
Any member in good standing may be present and vote on motions, serve on committees and otherwise fully participate in the activities of the PTO.
Section 2.04. Regular Meetings.
During the school year, meetings of the PTO membership shall be held on the second Tuesday of the month at 7:00 p.m., unless otherwise determined by a vote of the Board of Directors. At least 4 regular meetings will be held during the school year.
Section 2.05. Special Meetings.
Special meetings of the PTO membership may be called by the President or by any two (2) or more members of the Board of Directors.
Section 2.06. Notice of Meetings.
A written notice (e.g., flyer, PTO Web site, student handbook, etc.) of each regular meeting shall be provided not less than ten (10) days before the date of the meeting. Written notice of a special meeting shall be provided not less than three (3) days before the meeting.
Section 2.07. Quorum.
A quorum shall consist of fifteen (15) members of the PTO present at a properly called meeting. In the absence of a quorum the membership may not take action. In that event, any matter brought before the membership at a meeting at which a quorum is not present shall be discussed and decided by the Board of Directors.
Section 2.08. Presiding Official.
The President of the PTO or his/her designee shall preside over each membership meeting.
AUTHORITY AND DUTIES OF DIRECTORS
Section 3.01. Authority of Directors.
The Board of Directors (also referred to as the “Board”) is the policy-making body and may exercise all the powers and authority granted to the Corporation by law and these Bylaws.
Section 3.02. Duties.
The duties of the Board shall include the selection of all committee chairs and approval of the plans for action submitted by the committees. The Board shall facilitate necessary business between general meetings and such other business as may be required. Recommendations of the Board may be presented to the general membership for action.
Section 3.03. Number, Selection, and Tenure.
The Board shall consist of the elected officers of the PTO. Directors shall serve one-year terms and may be reelected for no more than three consecutive terms. The principal of Skyline Elementary (or an alternate designated by the principal) may, at the invitation of the President, attend Board meetings, but is neither a member of the Board nor entitled to vote.
Section 3.04. Resignation.
Resignations by Directors are effective upon receipt by the Secretary of the Corporation of written notification.
Section 3.05. Regular Meetings.
Regular meetings of the Board shall be held monthly during the school year, unless otherwise specified at the beginning of each school year, at such dates, times and places as the Board shall determine.
Section 3.06. Special Meetings.
Special meetings of the Board shall be at such dates, times and places, as the Board shall determine.
Section 3.07. Notice.
Meetings may be called by the President or at the request of any two (2) Directors by notice mailed, emailed, or telephoned to the address or telephone number on record to each member of the Board not less than forty-eight (48) hours before such meeting.
Section 3.08. Quorum.
A majority of the elected Board — in person or through teleconferencing — shall constitute a quorum. All decisions will be by majority vote of those present at a meeting at which a quorum is present.
Section 3.09. Action Without a Meeting.
Any action required or permitted at a meeting of the Board of Directors or of any committee may be taken without a meeting if all the members of the Board or committee consent in writing (including e-mail) to taking the action without a meeting and to approving the specific action. Such consents shall have the same force and effect as a unanimous vote of the Board or of the committee as the case may be.
Section 3.10. Participation in Meeting by Conference Telephone.
Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as members participating in such meeting can hear one another.
Section 3.11. Compensation.
Directors shall serve without compensation with the exception that expenses incurred in the furtherance of the Corporation’s business are allowed to be reasonably reimbursed with documentation and prior approval.
AUTHORITY AND DUTIES OF OFFICERS
Section 4.01. Officers.
The officers of the Corporation shall be a President, Vice-President(s), Secretary, Treasurer, Volunteer Coordinator(s), WAJAT Coordinator(s) and such other officers as the Board of Directors may designate.
Section 4.02. Ineligibility.
Ferndale school principals, vice-principals, the superintendent and current school board members shall not serve as officers of Skyline PTO, Inc.
Section 4.03. Election of Officers.
The officers of the Corporation shall be elected by members of the PTO from among the members of the PTO at the general meeting held in May of each year. The Board shall accept nominations for officer positions beginning with the April general meeting and ending one week prior to the May meeting. The Board shall submit to the membership a slate of candidates with the name of one or more candidates for each office to be filled. Candidates shall be announced in a written notice (e.g., flyer, PTO Web site) no later than three (3) days prior to the election. Additional nominations may be made from the floor with the consent of the nominee. If only one candidate is nominated per office, voting may be by voice, otherwise voting shall be by secret ballot. The Board shall oversee and validate the elections. The Board may determine if there is a lack of interest in filling a board position, such election may be postponed until the next regularly scheduled meeting.
Section 4.04. Terms of Office.
Each officer shall serve a term of one-year, effective June 1st. Officers may be reelected to no more than three consecutive terms. Officers shall hold office until a successor is duly elected and qualified. New officers shall be obligated to honor expenditures that have been provided for in the previous year’s budget. Retiring officers shall continue to serve until their successors take office. Retiring officers shall relinquish duties and all Corporation records to successors upon leaving office.
Section 4.05. Resignation.
Resignations are effective upon receipt by the Secretary of the Board of a written notification.
Section 4.06. Absence.
An office may be declared vacant if an officer shall be absent three consecutive meetings, unless excused by the Board of Directors.
Section 4.07. Removal.
An officer may be removed by the two-thirds vote of the Board of Directors at a meeting, or by action in writing pursuant to Section 3.09, whenever in the Board’s judgment the best interests of the Corporation will be served thereby. Any such removal shall be without prejudice to the contract rights, if any, of the person so removed.
Section 4.08. Filling Vacancies.
A vacancy occurring in an office shall be filled for the unexpired term as appointed by a majority of the Board of Directors until the next regular meeting of the Corporation.
Section 4.09. President.
The President shall preside at all meetings of the PTO and shall be an ex-officio member of all committees; appoint special committees; approve orders on the treasury, including signing or endorsing checks properly submitted by the Treasurer. The President shall perform all duties attendant to that office, subject, however, to the control of the Board of Directors, and shall perform such other duties as on occasion shall be assigned by the Board of Directors.
Section 4.10. Vice-President(s).
The Vice-President(s) shall preside at meetings of the PTO in the absence of or at the request of the President or the inability of the President to serve. The Vice-President shall perform other duties as requested and assigned by the President, subject to the control of the Board of Directors.
Section 4.11. Secretary.
The Secretary shall record the minutes of all meetings of the PTO and Board of Directors in the books proper for that purpose. The Secretary shall also keep a complete roster of all officers, of all standing and special committees; shall notify the president of any unfinished business; and shall serve as corresponding secretary.
Section 4.12. Treasurer.
The Treasurer shall receive all moneys of the PTO; keep an accurate record of and disburse according to the approved yearly budget. The Treasurer shall present a financial statement at each regular meeting and at other such other times as requested by the President and close the books, records, funds and supplies immediately upon leaving office. The Treasurer shall ascertain that appropriate procedures are being followed in the financial affairs of the Corporation, including the filing of required tax returns, and shall perform such duties as occasionally may be assigned by the Board of Directors.
Section 4.13. Volunteer Coordinator(s).
The Volunteer Coordinator(s) shall coordinate volunteers for all events, report to the PTO on volunteer activities and volunteer needs at regulars meetings and at such other times as requested by the President, keep a roster of all volunteers and distribute appropriate rosters to committee chairpersons.
Section 4.14. WAJAT Coordinator(s).
The WAJAT Coordinator(s) shall coordinate the entire Walk-a-Jog-a-Thon (WAJAT), report progress to the PTO when WAJAT activity begins and at such other times as requested by the President, select WAJAT committee heads and manage committees.
Section 4.15. Compensation.
Officers shall serve without compensation with the exception that reasonable expenses incurred in the furtherance of the Corporation’s business are allowed to be reimbursed with documentation and prior approval.
The Board of Directors may, by resolution adopted by a majority of the Directors in office, establish standing and/or ad hoc committees of the Board composed of at least three (3) persons, which, except for an Executive Committee, may include members of the PTO who are not Board members. The Board may make such provisions for appointment of the chair of such committees, establish such procedures to govern their activities, and delegate thereto such authority as may be necessary or desirable for the efficient management of the property, affairs, business, activities of the Corporation. Any changes in such provisions shall be subject to Board approval.
FINANCIAL AND LEGAL ADMINISTRATION
Section 6.01. Annual Budget.
The annual budget will be determined by the Board of Directors and approved by the general membership at a regular meeting.
Section 6.02. Checks, Drafts, Etc.
All checks, orders for the payment of money, bills of lading, warehouse receipts, obligations, bills of exchange and insurance certificates shall be signed or endorsed only by members of the Board of Directors with check-signing authority, a group that shall include the President and at least two other board members (other than the Treasurer) as determined by the Board. Checks for amounts over $100 shall be signed or endorsed by two members of the Board of Directors with check-signing authority. The check’s payee shall not sign checks. The Treasurer shall not sign or endorse any checks.
Section 6.03. Deposits and Accounts.
All funds of the Corporation, not otherwise employed, shall be deposited from time to time in general or special accounts in such banks, trust companies or other depositories as the Board of Directors may select. For the purpose of deposits of the Corporation, checks, drafts, and other orders of the Corporation may be endorsed, assigned and delivered on behalf of the Corporation by the Treasurer.
Section 6.04. Fiscal Year.
The fiscal year of the Corporation shall be July 1 – June 30, but may be changed by resolution of the Board of Directors.
Section 6.05. Accountability.
Correct books of account of the activities and transactions of the Corporation shall be kept at the office of the Corporation and are subject to review and audit in such manner as shall from time to time be determined by resolution of the Board of Directors or of any committee to which the Board has delegated such authority. Corporate records shall include a minute book, which shall contain a copy of the Certificate of Incorporation, a copy of these Bylaws, required tax returns for the last three years, and all minutes of meetings of the Board of Directors and Membership. Additional accounting, banking and/or record-keeping policies and procedures designed to ensure the fiscal integrity of the Corporation may, from time-to-time be adopted by resolution of the Board of Directors or of any committee to which such authority has been delegated by the Board.
Section 6.06. Dissolution.
In the event of the dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all just debts and liabilities of the Corporation, dispose of the remaining assets of the Corporation exclusively to an organization whose purpose are similar to those of this Corporation and that have an Internal Revenue Service determination or ruling of tax exemption under Section 501(c)(3) and 170(c)(2) of the Internal Revenue Code of 1954 or comparable provisions of federal statutes then in effect. If allowable and feasible, the assets shall be placed in the Skyline Associated Student Body Funds.
All meetings of the Board of Directors and Membership shall be conducted in a manner generally, but loosely, based on Robert’s Rules of Order (Revised), with the President (or Vice President in the President’s absence) presiding over the meeting; a printed agenda prepared for attendees, which shall include a Treasurer’s Report and minutes from the past meeting; an opportunity for members to respond to agenda items, as determined by the President; and non-members allowed to be present but not to engage in discussion unless called upon by the President. The President shall reserve the right to limit responses in the interest of maintaining order, civility and time commitments.
CONFLICT OF INTEREST
Section 8.01. Existence of Conflict, Disclosure.
Directors, officers, employees and contractors of Corporation should refrain from any actions or activities that impair, or appear to impair, their objectivity in the performance of their duties on behalf of the Corporation. A conflict of interest may exist when the direct, personal, financial or other interest(s) of any director, officer, staff member or contractor competes or appears to compete with the interests of the Corporation. If any such conflict of interest arises the interested person shall call it to the attention of the Board of Directors for resolution. If the conflict relates to a matter requiring board action, such person shall not vote on the matter.
When there is a doubt as to whether any conflict of interest exists, the matter shall be resolved by a vote of the Board of Directors, excluding the person who is the subject of the possible conflict.
Section 8.02. Nonparticipation in Vote.
The person having a conflict shall not participate in the final deliberation or decision regarding the matter under consideration and shall retire from the room in which the Board is meeting. However, the person may be permitted to provide the Board with any and all relevant information.
Section 8.03. Minutes of Meeting.
The minutes of the meeting of the Board shall reflect that the conflict was disclosed and the interested person was not present during the final discussion or vote and did not vote on the matter.
Section 8.04. Annual Review.
A copy of this conflict of interest statement shall be furnished to each director or officer, employee and/or contractor who is presently serving the corporation, or who hereafter becomes associated with the corporation. This policy shall be reviewed annually for information and guidance of directors and officers, staff members and contractors, and new officers and directors, staff members and contractors shall be advised of the policy upon undertaking the duties of their offices.
Every member of the Board of Directors, officer or employee of the Corporation may be indemnified by the Corporation against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such members of the Board, officer or employee in connection with any threatened, pending, or completed action, suit or proceeding to which she/he may become involved by reason of her/his being or having been a member of the Board, officer, or employee of the Corporation, or any settlement thereof, unless adjudged therein to be liable for negligence or misconduct in the performance of her/his duties. Provided, however, that in the event of a settlement the indemnification herein shall apply only when the Board approves such settlement and reimbursement as being in the best interest of the Corporation. The foregoing right of indemnification shall be in addition and not exclusive of all other rights that such member of the Board, officer or employee is entitled.
Skyline PTO, Inc. shall be non-commercial, non-sectarian and non-partisan. No commercial enterprise and no candidate shall be endorsed by it. The name of the organization of the names of its officers in their official capacities shall not be used in connection with a commercial concern or with any partisan interest. Membership lists shall not be released to outside interests.
Skyline PTO, Inc. shall not seek to control the administrative policies or activities of Skyline Elementary School.
Skyline PTO officers should fully understand policies and objectives of Skyline PTO, Inc., in order to properly interpret them to organization members. The organization has the privilege of advising the school administration if they feel there has been misunderstanding of policies and to aid in proper interpretation to the community.
Section 10.04. Fundraising.
(1) Fundraising for events, such as field trips, class parties, etc. should involve the direct effort of the children when at all possible. (2) Fundraisers shall not require door-to-door sales. (3) Corporate fundraisers approved by the Board of Directors shall be voted upon at a general meeting. (4) Any new fundraiser must be voted upon and approved by the Board in consideration of these guidelines.
AMENDMENT OF BYLAWS
These Bylaws may be altered, amended or repealed, and additional Bylaws adopted, by the affirmative vote of a majority of the members present at any regular, annual or special meeting at which is quorum is present, provided 30 days prior notice is given of the proposed amendment in the notice of the meeting at which such action is taken.
[Adopted by the Skyline PTO, Inc. general membership on January 9, 2007.]