Nagel Middle School PTO, Inc. Bylaws

Nagel Middle School PTO, Inc. 
Bylaws

Article I - Name, Description and Purpose

Section 1. Name. The name of this organization is the Nagel Middle School PTO, Inc.

Section 2. Description. The PTO is a nonprofit organization that exists for charitable, educational, and scientific purposes, including the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code.

Section 3. Purpose.  The purpose of the PTO is to support the education of the students at Nagel Middle School by fostering relationships among the school, parents, and teachers, and enhance the quality of education by raising funds for school equipment/supplies or programs that fall outside the school budget. 

Article II – Membership

Section 1. Any parent, guardian, or other adult standing in loco parentis for a student at Nagel Middle School may be a member and shall have voting rights. The principal and any teacher employed at Nagel Middle School may be a member and have voting rights. Members have one vote per household. 

Section 2. Dues, if any, will be established by a quorum of the executive board, prior to the start of each school year. If dues are charged, a member must have paid his or her dues at least 14 calendar days before the meeting to be considered a member in good standing with voting rights. 

Article III - Officers and Elections
Section 1. Executive Board.  The Executive Board shall manage the organization and shall consist of the following officers: President, Vice President(s), Recording Secretary, and Treasurer, Executive Board Officers must be Nagel Middle School PTO members. The school principal, or his/her designee, is a non-voting member of the Executive Board. 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. 

1. 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. 
2. Vice President(s). The vice president(s) 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. 
3. 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. 

4. 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. Term of Office.  The term of office for all officers is one year, beginning July 1 and ending June 30 of the following year. An officer may serve (an) additional year(s) in the same office pursuant to a majority vote of the Executive Board.

Section 3. Qualifications.  Any PTO member in good standing may become an officer of the PTO.

Section 4. Executive Board Meetings. The Executive Board shall meet at least five times per year (September, November, January, March, and May.) 

Section 5. Removal.  An officer can be removed from office for failure to fulfill his/her duties, after reasonable notice, by a majority vote of the Executive Board.

Section 6. Vacancy. If a vacancy occurs on the Executive Board, the President shall appoint a PTO member to fill the vacancy for the remainder of the officer’s term.

Article IV - Meetings
Section 1. General PTO Meeting. General PTO meetings shall be held to conduct the business of the PTO and provide educational programs to the membership. At the start of the academic year, the Executive Board will publish a broad schedule for all general PTO meetings, but may add to the meeting schedule as needed with two (2) days’ notice to the members.

Section 2. Voting. Each member in attendance at a PTO meeting is eligible to vote, one vote per household. Votes may take place using online meeting tools. Absentee and proxy votes are not allowed.

Section 3. Quorum.  Four (4) Board Members of the PTO present and voting constitute quorum for the purpose of voting.

Section 4. Elections.  At the final general PTO meeting of the academic year, or another meeting as designated by the Executive Board, the Executive Board presents a slate of officers to fill all open positions on the Executive Board for approval by a majority membership vote. 

Article V - Finances 
Section 1. Fiscal Year.  The fiscal year of the PTO begins July 1 and ends June 30 of the following year.

Section 2. Banking.  All funds shall be kept in a checking account in the name of the organization and held at a local financial institution.

Section 3.  Expenditure Authorization.  The President and Treasurer may make payments as authorized in the Approved Budget, or those approved by the Executive Board or Nagel PTO. Unbudgeted expenditures require approval from two (2) officers of the organization or a majority vote by the Executive Board prior to payment. No one may approve an expenditure to oneself.

Section 5. Budget. A draft budget for the following school year shall be presented at the last meeting of the academic year and approved at a fall meeting by a majority vote of the members present.

Section 4. Reporting.  All financial activity shall be recorded in a computer-based accounting system. The Treasurer shall reconcile the account(s) monthly and report all financial activity at PTO meetings. 

Section 5. Record Keeping. The treasurer shall prepare a financial statement at the end of the year, to be reviewed by the Audit Committee. This review may be done by a subcommittee of members and does not require the services of an accounting professional.

Section 6. Contracts.  Authority to sign contracts is limited to the President or the President’s designee.

Section 7. Dissolution. Upon the dissolution of the organization, any remaining funds should be used to pay any outstanding bills and, at the direction of the Executive Board, spent or donated for the benefit of the school. 

Article VI – Committees

Section 1. Standing Committees. The following committees shall be held by the organization: Engagement, Fundraising, Staff Relations, Communications

Section 2. Additional Committees. The board may appoint additional committees as needed.

Article VII - Forest Hills Council Membership

Section 1. A council may be organized for the purpose of conference and cooperation in matters of common interest and shall admit only Forest Hills School District PTO/PTA in membership.

Section 2. This organization shall be represented in meetings of Forest Hills Council by the president, and by one delegate. All representatives to the Forest Hills Council must be members of this organization.

Section 3. This local PTO shall pay annual dues to the Forest Hills Council.

Article VIII - Parliamentary Authority

Robert’s Rules of Order shall govern meetings of this PTO in all cases in which they are applicable and in which they are not in conflict with these bylaws.

Article IX – 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 X - Dissolution

Section 1. The organization may be dissolved with previous notice (14 calendar days) and a two-thirds vote of those present at the meeting, assuming a quorum.

Section 2. Upon dissolution of the corporation, after paying or adequately providing for the debts and obligations of the corporation, the remaining assets shall be distributed to Nagel Middle School or donated to a 501c3 organization as determined by the Executive Board

Article XI - Bylaws Amendments
Amendments to the bylaws may be proposed by any PTO member. Amendments presented at a PTO meeting shall be considered for voting at a subsequent meeting. Two-thirds (2/3) approval of all members present, and voting is required to adopt an amendment to the bylaws.

Article XII. Conflict of Interest Policy

Section 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 directors and members of committees with governing board-delegated powers who are considering the proposed transaction or arrangement. 

Section 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 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.

Section 3. Procedures for Addressing the Conflict of Interest. 

1. 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. 
2. 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.

Section 4. Violations of the Conflict-of-Interest Policy. 

1. 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. 

2. 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.

Revised November 2021

Adopted January 2022

• Standing Rules Nagel PTO.docx

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