BYLAWS for

Florence Markofer Elementary Parent Teacher Organization (PTO)

Article I

Name and Purpose

Section 1.01. Name. The name of this organization shall be Florence Markofer Parent Teacher Organization (PTO).

Section 1.02. Purpose. The PTO is a nonprofit corporation which is organized for the purpose for supporting the education of children at Florence Markofer Elementary School by fostering relationships among the school, parents & teachers.

Article II

Membership

Section 2.01. Qualification. All parents, guardians or other persons with a child enrolled and attending Florence Markofer Elementary School and members of the licensed teaching staff shall be considered voting members of the organization. The Principal and Assistant Principals shall be advisory members of the organization on the Executive Board.

Section 2.02. Rights and Responsibilities. The members shall have the right and responsibility to attend meetings and events sponsored by the organization, serve on committees, and shall have voting rights (two per household). The principal and any teacher employed at Florence Markofer Elementary School may be a member and have voting rights. Absentee and proxy votes are not allowed.

Section 2.03. Quorum. The members present at any membership meeting of the organization, provided at least eight (6) members are present, shall constitute a quorum for the transaction of business. 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 Executive Board.

Section 2.04. Member Meetings. PTO meetings shall be held monthly during the school year or at the discretion of the Executive Board. The membership meetings are for receiving reports, electing officers (if Executive Board deems necessary or if two year terms are expiring), and conducting other business that should arise. The Executive Board will notify the members of the meeting via email, flyers or online avenues at least one week prior to the meeting. Special meetings may be called by the president, and two members of the Executive Board, or five general members submitting a written request to the secretary. Previous notice of the special meeting shall be sent to the members at least 10 days prior to the meeting, by flyer and phone calls.

Article III

Executive Board

Section 3.01. Membership. The Executive Board shall consist of the following officers: President, Secretary and Treasurer. Officer positions can be shared (ie: co-presidents). The school Principal, and his/her designee, is a voting member of the Executive Board.

Section 3.02. Authority. The affairs, activities and operation of the organization shall be managed by the Executive Board. The Executive Board shall transact necessary business during the intervals between the meetings of the membership and such other business as may be referred to it by the membership or these bylaws. It may create Standing and Special Committees, approve the plans and work of standing and special committees, prepare and submit a budget to the membership for approval, and, in general, conduct the business and activities of the organization.

Section 3.03. Meetings. The Executive Board shall meet monthly to prepare for general membership meetings and to conduct the affairs of the organization. Special meetings may be called by any two board members, with 24 hours’ notice.

Section 3.04. Quorum. A quorum of the Executive Board for the conduct of business shall consist of at least five (5) officers in attendance.

Section 3.05. Action without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors (including amendment of these bylaws) or of any committee may be taken without a meeting if all the members of the Board or committee consent in writing 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 3.06. Reimbursement. Executive Board members shall serve without compensation with the exception that expenses incurred in the furtherance of the organization’s business are allowed to be reimbursed with documentation in accordance with the organization’s financial policies, and prior approval.

Article IV

Officers and Their Elections

Section 4.01. Officers. The officers of this organization shall include a President, a Secretary, a Treasurer and such additional officer(s) as may be appointed or elected by the Executive Board at their discretion.

Section 4.02. Election. A nominating committee will be composed of the current President and at least one additional officer shall begin seeking nominees in April of the year in which the candidates will be elected and develop a slate of candidates. The candidates shall be announced to the membership as soon as possible. Additional nominees may be solicited from the floor on the day of the election. Only those who have consented to serve shall be eligible for nomination, either by the committee or from the floor. Appointed Executive Board members will be held to the high standards for their two year terms. There may also be a nominating committee formed that will organize all such election duties every two years or as a vacancy becomes available. Officers shall be elected at the May membership meeting by the members present. Officers shall assume their official duties on the last day of the current school year following their appointment or election.

Section 4.03. Term. Officers shall serve a two-year term. Officers may be appointed or elected for up to two (2) two year consecutive terms in the same Executive Board position.

Section 4.04. Vacancies. Any vacancy arising for an Executive Board position shall be appointed for the unexpired term by a person the remaining members of the Executive Board choose.

Article V

Duties of Officers

Section 5.01. Executive Board. Develop the PTO’s annual budget, establish and oversee committees to conduct the work of the PTO, establish fundraising programs.

Section 5.02. President. The President shall be a member of the Executive Board and shall serve as a leader and key contact for the PTO; appoint chairpersons for special committees; coordinate the work of the officers and committees so that the PTO’s objectives can be met. This person is also an informal member of all committee (except the nomination committee). As well as any other duties agreed upon or determined by the Executive Board.

Section 5.03. Vice-President. The Vice-President shall be a member of the Executive Board and shall act as an aide to the President; perform the duties of the President in the absence or inability of that officer to serve; coordinate the general activities of and Special Committees created by the Executive Board. As well as any other duties agreed upon or determined by the Executive Board.

Section 5.04. Secretary. The Secretary shall be a member of the Executive Board and shall keep the minutes of the proceedings of the membership and the Executive Board, shall see that all notices are duly given in accordance with these Bylaws. In addition, will keep and distribute the minutes of all PTO Executive, Special, and General Meetings. This individual will also handle creating the monthly newsletter. The Secretary will also maintain the Board member roster. As well as any other duties agreed upon or determined by the Executive Board.

Section 5.05. Treasurer. The Treasurer shall be a member of the Executive Board and is the authorized custodian to have oversight of all funds of the organization in accordance with the organization’s financial policies as follows:

  • Ensure that all funds are timely deposited in the organization’s authorized bank account(s).
  • Ensure that payments and disbursements are authorized by approved budget, or an amendment to the budget.
  • Present a written financial report (including income and expenditures and comparing budgeted amounts to actual year-to-date amounts), at each General Membership Meeting of the membership and at other times as requested by the Executive Board.
  • See that an annual financial review or audit, as appropriate based on budget size, is conducted and presented to the Executive Board and General Membership.
  • Maintain financial records (including financial reports, checkbook, bank statements, deposit slips, cash tally sheets, documentation regarding transactions, IRS Form 990N documents, etc.) and turn all over to the new treasurer once two year term is complete.

Section 5.06 Communications Director. The Communications Director shall manage communications and marketing for the PTO. Develop and maintain the PTO website and any social media outlet as determined by the Executive Board. Coordinate with any committees on an ongoing basis to develop materials as needed (flyers, posters, press releases, web updates, etc.). As well as any other duties agreed upon or determined by the Executive Board.

Section 5.07 Fundraising Director. The Fundraising Director shall manage the coordination of all the PTO’s fundraising activities outside of events. This includes family restaurant nights, and other additional fundraising agreed upon by the Executive Board. As well as any other duties agreed upon or determined by the Executive Board.

Section 5.08 Membership Coordinator. The Membership Coordinator shall organize the annual PTO Membership drive and the on-going process to encourage membership. Maintain membership records as defined by the Executive Board. This position also includes but not limited to the designing & ordering of all Spirit Wear items for sale to families and staff; collecting orders; and delivery of items from the vendor to buyers. As well as any other duties agreed upon or determined by the Executive Board.

Section 5.09 Community Building Director. The Community Building Director shall coordinate volunteers for the PTO events and school activities by collecting a list of general volunteers at the beginning of the year for any and all events coordinated by the PTO. Assure that volunteer data is recorded and available to both the Board and Teachers upon request. As well as any other duties agreed upon or determined by the Executive Board.

Article VI

Committees

Section 6.01. Membership. Committees may consist of members and board members, with the president acting as an ex officio member of all committees.

Section 6.02. Additional Committees. The board may appoint additional committees as needed.

Article VII

Finances

Section 7.01. A tentative budget shall be drafted in the fall for each school year and approved by a majority vote of the members present.

Section 7.02. The treasurer shall keep accurate records of any disbursements, income, and bank account information. If debit or credit cards are established in the name of the organization, a policy approved by the Executive Board shall be developed and used that includes a list of the authorized users, daily/monthly/annual spending limits, and review and oversight provisions. No personal charging on the card by the authorized users shall be allowed.

Section 7.03. The executive board shall approve all expenses of the organization.

Section 7.04. All checks, drafts, or other orders for the payment of money on behalf of the organization shall be signed by the Treasurer, President, Vice President or Secretary, except that checks of $250 or more must have the signature of at least two officers, such as the Treasurer and the President. Checks shall bear notice of this requirement above the signature line as follows, “Two signatures required for checks in the amount of $250 or more.”

Section 7.05. The treasurer shall prepare a financial statement at the end of the year, to be reviewed by an Audit Committee that has no association with the Executive Board.

Section 7.06. The organization shall adopt appropriate financial controls to ensure the integrity of its funds. Specifically, without limitation, the organization shall maintain separation of financial controls so that, minimally:

  • All expenses must be approved by the membership by way of approval of an annual budget, or amendments thereto, or be approved by separate resolution of the Executive Board;
  • Checks exceeding $250 must be endorsed by at least two officers authorized by resolution of the Executive Board, and checks of the corporation shall include above the signature line a notice to this requirement;
  • An officer or other person without check signing authority designated by the Executive Board shallreview and reconcile all bank statements on a monthly basis; and,
  • A committee of at least two (2) persons without check signing authority shall audit all corporate finances (when requested), or hire and supervise an outside accountant or auditing firm to conduct a review of corporate financial records.

Section 7.07. The Treasurer shall present a financial report at each membership meeting of the organization and prepare a final report at the close of the year in accordance with the organization’s financial policies. The Executive Board shall have the report and the accounts examined annually. If the organization grosses less than $100,000 per year, the financial practices and accounts may be reviewed by an internal audit committee. The audit committee shall consist of two or more voting members of the organization who are not involved in the routine handling of the organization’s finances, including not having signature authority on bank accounts or approval authority over disbursements. If the organization grosses over $100,000 in receipts, an external professional, such as a certified public accountant (CPA), shall be hired by the audit committee to perform a financial review or compilation. A full audit shall be conducted by an external CPA when annual gross receipts equal or exceed $250,000.

Section 7.08. The fiscal year of the organization shall be from June 1 to May 31 but may be changed by resolution of the Executive Board.

Section 7.09. All records of the organization shall be maintained and destroyed in accordance with law, and standard record retention guidelines. Financial records shall be maintained as follows:

RECORD HOW TO STORE PERIOD OF TIME

Year-end Treasurer’s financial Store in corporate record book, At least seven (7) years

report/statement, annual Internal binder, or cloud-based software. Consider keeping permanently.

Financial Review Reports, IRS

Form 990s

Bank statements, canceled checks, Compile & file records on a yearly Seven (7) Years

check registers, invoices, receipts, basis. Store in binder or cloud-based Store w/financial records. Destroy

cash tally sheets, investment software. after seven years.

statements, and related documents

Treasurer’s reports (monthly) Compile & file records on yearly Three (3) Years

basis. Store in binder or cloud-based Store w/ financial records. Destroy

software. after three years.

Section 7.10. All funds shall be kept in a local checking account in the name of Florence Markofer ElementaryParent Teacher organization. The organization shall leave a minimum of $1,500 in the treasury at the end of each fiscal year.

ARTICLE VIII

Conflicts 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 Executive 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 Executive Board, 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.

ARTICLE IX

Indemnification

Every member of the Executive Board, 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.

ARTICLE X

Amendments

These bylaws may be amended at any regular or special meeting, providing that previous notice was given in writing at the prior meeting and then sent to all members of the organization. Notice may be given by postal mail, email, or fax. Amendments will be approved by a two-thirds vote of those present, assuming a quorum.

ARTICLE XI

Dissolution

The organization may be dissolved with previous notice (14 calendar days) and a two-thirds vote of those present at the meeting. In the event of dissolution of the PTO, any funds remaining shall be donated to Florence Markofer Elementary School.

ARTICLE XII

Parliamentary Authority

The Authority for this organization shall be Robert’s Rules of Order Newly Revised.

ARTICLE XIII

Removal from Office

A Board member could be subject to removal at any such time that he or she fails to perform assigned duties, is corrupt, or any act/behavior that brings dishonor to, or negates, the purpose and/or goals of this organization.

Removal from office may occur by a majority vote of the Executive Board, including the President. Removal shall take place only after the board has met in an effort to assess and discuss the problem and all attempts have been made to resolve the problem.

These bylaws were adopted on (10/25/2015)

Amended (date): (08/03/2016)