Bylaws of Skyline PTO |

BYLAWS of SKYLINE PTO

ARTICLE I

NAME AND PURPOSES

Section 1.01. Name.

The name of the organization is SKYLINE PTO.

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 1.03. Definitions.

In this document, “the Board” refers to the Board of Directors.

The Board is the policy-making body and may exercise all the powers and authority granted to the Corporation by law and these Bylaws.

“Written notice” or “in writing” refers to all forms of written communication, including both electronic and non-electronic forms.

ARTICLE II

MEMBERSHIP

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 General Meetings.

During the school year, meetings of the PTO membership shall be held monthly, 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 General 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 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 five (5) members of the PTO present at a properly called meeting. In the absence of a quorum the membership may not take action.

Section 2.08. Presiding Official.

A President of the PTO or his/her designee shall preside over each membership meeting.

ARTICLE III

BOARD

Section 3.01. Authority of the Board.

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. Regular Board Meetings.

Regular meetings of the Board shall be held monthly during the school year, unless otherwise determined by the Board.

Section 3.04. Special Board Meetings.

Special meetings of the Board shall be at such dates, times and places, as the Board shall determine.

Section 3.05. Notice.

Meetings may be called by a President with notice given to each member of the Board not less than 48 hours before such meeting.

Section 3.06. Quorum.

A majority of the elected Board shall constitute a quorum. All decisions will be by majority vote of those present at a meeting at which a quorum is present.

Section 3.07. Action Without a Meeting.

Any action required or permitted at a meeting of the Board or of any committee may be taken without a meeting if a majority of the Board or committee consent in writing to taking the action without a meeting and to approving the specific action.

Section 3.08. Participation

Officers of the Board may participate in a meeting in person or remotely.

Section 3.09. Compensation.

The Board shall serve without compensation.

Section 3.10. Officers.

The officers of the Board shall be two Presidents, a Secretary, a Treasurer, a Volunteer Coordinator, and such other officers as the Board may designate.

Section 3.11. Election of Officers.

The officers of the Board shall be elected by members of the PTO at the general meeting held in May of each year. The Board shall bring to the meeting a slate of candidates with the name of one or more candidates for each office to be filled. 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. If the Board determines there is a lack of interest in filling a board position, such election may be postponed until the next regularly scheduled meeting.

Each officer shall begin service on June 1. Officers may be elected to no more than three consecutive terms to the same Office.

Section 3.12. Resignation.

Officers may resign by providing notice during a meeting of the Board. Resignations will be recorded in the Minutes.

Section 3.13. Removal.

An officer may be removed by a two-thirds vote of the Board at a Board meeting or in writing.

Section 3.14. Filling Vacancies.

A vacancy occurring in an office shall be filled for the unexpired term as appointed by a majority of the Board.

Section 3.15. 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 3.16. 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 3.17. 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 3.18. Volunteer Coordinator.

The Volunteer Coordinator(s) shall coordinate volunteers for all events, report to the PTO on volunteer activities and volunteer needs at regular meetings and at such other times as requested by the President, keep a roster of all volunteers and distribute appropriate rosters to committee chairpersons.

ARTICLE IV

FINANCIAL AND LEGAL ADMINISTRATION

Section 4.01. Annual Budget.

The annual budget will be determined by the Board and approved by the general membership at a regular meeting.

Section 4.02. Accounts Payable.

All checks shall be signed only by members of the Board with check-signing authority. Checks for amounts over $100 shall be signed by two members of the Board. The check’s payee shall not sign checks. The Treasurer shall not sign checks.

Section 4.03. Deposits and Accounts.

All funds of the Corporation shall be deposited from time to time in general or special accounts in such banks, trust companies or other depositories as the Board may select, and may be endorsed, assigned and delivered on behalf of the Corporation by the Treasurer.

Section 4.04. Fundraising.

Fundraisers shall not require door-to-door sales. Corporate fundraisers approved by the Board of Directors shall be voted upon at a general meeting. Any new fundraiser must be voted upon and approved by the Board in consideration of these guidelines.

Section 4.05. Fiscal Year.

The fiscal year of the Corporation shall be July 1 – June 30.

Section 4.06. Accountability.

Corporate records shall be maintained and made available upon request, including the Certificate of Incorporation, the Bylaws, tax returns, and all minutes of meetings from the past three years.

Section 4.07. Dissolution.

In the event of the dissolution of the Corporation, the Board 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 a non-profit organization whose purpose is similar to those of this Corporation.

ARTICLE V

PARLIAMENTARY AUTHORITY

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 a President 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 a President; and non-members allowed to be present but not to engage in discussion unless called upon by a President. The President shall reserve the right to limit responses in the interest of maintaining order, civility and time commitments.

ARTICLE VI

CONFLICT OF INTEREST

Section 6.01. Existence of Conflict, Disclosure.

Directors, officers, employees and contractors of the 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 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, excluding the person who is the subject of the possible conflict.

Section 6.02. 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 6.03. 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 6.04.

Skyline PTO shall be non-sectarian and non-partisan and no candidate shall be endorsed by it. The name of the organization or the names of its officers in their official capacities shall not be used in connection with any partisan interest. Membership lists shall not be released to outside interests.

ARTICLE VII

INDEMNIFICATION

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.

ARTICLE VIII

OTHER POLICIES

Section 8.01.

ARTICLE IX

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 a 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 general membership on March 20, 2025.]