G. TAYLOR SCHOOL PTO, INC.
The name of the organization is
the Charles G. Taylor School PTO, Inc. (hereinafter referred to as the “Taylor
School PTO” or “PTO”).
Organization and By-laws
The organization exists as a
corporation under the Commonwealth
as referred to in the Articles of Organization and incorporated herein.
These By-laws are rules
established by the Taylor
School PTO to govern its members and its business activities.
These By-laws may be
amended from time to time as set forth in Article XV below.
The fiscal year shall commence
on the first day of July of each year.
School PTO is an organization of parents and teachers committed to enriching
the educational and social experience of Taylor
students and their families. The
intent of the Taylor
School PTO is to create a welcoming “Taylor Family Environment” that
encourages families to participate in educational and social events that build
pride in our school and in our community.
Thereby, the Mission
of the Taylor
School PTO is:
To operate and
conduct an organization to aid the students of the Charles G. Taylor
Elementary School (“Taylor School”) by providing support for their educational
and recreational needs and to promote open communication between
administration, students, parents and teachers;
To foster a sense
of pride, support and enthusiasm through fundraising and other activities and
to promote a positive school/community relationship that will enhance the
students’ educational environment;
To promote and help
develop a cooperative working relationship between parents and teachers;
To serve as a forum
for the discussion of parental concerns and to provide recommendations to the
exclusively for charitable and educational purposes within the meaning of
Section 501(c)(3) of the Internal Revenue Code as provided in the Articles of
In furtherance of this Mission,
volunteer efforts range from a wide variety of in-school support services to
participation in family and community events.
A variety of fund raising
programs are offered each year to provide families with choices in how they
funds are used for enrichment programs, field trips, school pride events and
any other PTO approved expenses benefiting the TaylorSchool
students and the TaylorSchool
basic policies of the Taylor
School PTO are as follows:
The Taylor School PTO
shall be noncommercial, nonsectarian and nonpartisan.
School PTO will neither seek to direct the administrative activities of the
school nor to control its policies.
In the event of
dissolution of the Taylor School PTO, the assets of the PTO shall be
distributed as set forth in the Articles of Organization.
parents and/or Legal Guardians of current TaylorSchool
students and all current paid employees of the TaylorSchool
are “Members” of the Taylor School PTO.
All members shall be
eligible to attend and to participate in all meetings and activities of the
Taylor School PTO, to serve in any of its elected or appointed positions, and
to vote on budget expenditures requested by the PTO Board.
Members must be in
attendance at the monthly TaylorSchool
PTO meetings to vote on the agenda items set forth at the meetings.
School PTO accepts dues from Members, but these dues are not mandatory.
The dues collected are
used for the operation of the organization.
School PTO Board has the right to establish the price of
the voluntary dues.
No eligible persons shall
be denied participation in the Taylor
PTO if dues are not paid.
Regular Member Meetings
Regular Member meetings
shall be held approximately once per month,
the time to be established by the Board and the President
at the end of each year
for the following year. No notice need be given
for Regular Member meetings.
The last meeting of each
fiscal year (June meeting) shall be referred
to as the Annual Meeting.
Members must sign
attendance sign-in sheets at member meetings
to verify and to record accurately the number of
members present at each
Special Member Meetings
When voted by the Board
or authorized by petition of at least 15 Members,
a Special Member Meeting shall be called by the Secretary.
The time, place and
purpose of all Special Member Meetings shall be
announced at least seven (7) days prior to the meeting.
(7) days written notice
shall be given to all Members for a Special
Member meeting unless
shorter notice is adequate under the circumstances.
The only business to be
conducted during a Special Member Meeting
shall be directly related to the purpose stated when the
meeting was announced.
Members of the Taylor School PTO present at a Member meeting or Special Member
meeting shall be designated as a quorum and shall be entitled to take action
on behalf of the organization, except as follows:
For PTO expenses less
than One Thousand Dollars ($1,000.00), a quorum shall consist of ten (10)
Members of the Taylor School PTO present at a Member meeting or a Special
Member meeting, which members shall be entitled to take action on behalf of
For PTO expenses equal to
or greater than One Thousand Dollars ($1,000.00), a quorum shall consist of
Fifteen (15) Members of the Taylor School PTO present at a Member meeting or a
Special Member meeting, which members shall be entitled to take action on
behalf of the organization.
At all meetings of the Members,
every Member in attendance shall be entitled to one vote.
When a quorum is present
at any meeting, the vote of a majority of the Members represented thereat
shall decide any issue brought before the meeting, except where a larger vote
may be required by law, the Articles of Organization or these By-laws.
The organization shall have a
board of directors who shall have the powers and duties of a board of
directors under Massachusetts
law, including the general management and supervision of the business and
affairs of the corporation except with respect to those powers reserved to the
Members by law, the Articles of Organization or these By-laws. The board of
directors may from time to time, to the extent permitted by law, delegate any
of its powers to committees, subject to such limitations as the board of
directors may impose.
PTO Board shall consist of a
President, Vice-President, Treasurer, Secretary and such other officers as the
board shall determine. Officers must be Members and shall be elected
pursuant to the terms of these By-laws.
Members and Officers shall
be eligible to serve on PTO Committees. The
committees will consist of PTO Members who indicate an interest on annual
volunteer sign-up forms on a first-come, first-serve basis or who volunteer
from time to time throughout the year. In
addition, the PTO Board
may recruit such other committees as they may from time to time
determine necessary or advisable, including, without limitation, committees to
deal with matters affecting fund raising, planning, development, investments,
finances and budgets and other matters affecting the PTO. At any meeting of a
committee a quorum for the transaction of all business properly before the
meeting shall consist of a majority of the committee members.
Election Committee shall be formed to conduct the election of the PTO Board
Officers in a fair and forthright manner. The
Election Committee shall consist of at least three (3) and no more than five
5) Members who sign up on the annual volunteer sign-up forms on a first-come,
first-serve basis. Board
members or nominees for Board positions are not eligible to serve on the
Election Committee. The
Chair of the Election Committee shall be chosen by the members of the
A committee shall be
formed to perform an annual review of these By-laws.
All members, including
Board members, are eligible to serve on the By-law Committee. The
By-law Committee also shall be responsible for the necessary filing of
approved amendments as required by law to maintain Public Charity status in
accordance with Section 501(c)(3) of the Internal Revenue Code.
Officers and Their
Candidates for the PTO
Board shall consist of those PTO members expressing
interest in the Board positions for the next school year.
At the March PTO meeting,
the Election Committee will outline for the PTO membership the duties of each
Board position and the specific duties for the subsequent year based on
current activities. This information will also be posted at the TaylorSchool
and on the PTO website, with any other dissemination deemed necessary to fully
inform the Taylor
community of the positions’ responsibilities.
Nominees must submit
their written intent to run for office to the Election Committee Chair by the
start of April PTO meeting. Each nominee must provide a brief statement of
qualifications and contact information. Nominees’ statements will be limited
to 250 words or less and content shall be subject to the approval of the
Election Committee. A
hard copy of the nominees’ statements will be provided to the PTO membership
two weeks prior to the May PTO meeting to provide notice to all Members of the
nominee’s intent to run for office.
ballots with envelopes will be distributed to all PTO members one week prior
to the May PTO meeting. To
afford a meaningful voting opportunity to every PTO member, all voting will be
conducted by printed ballot. Each
member will have one vote, and must fill out the ballot form and
return it to school in their child’s backpack in a signed and
sealed envelope marked “Election Committee.” Teachers and staff may submit
their signed and sealed envelopes to the secretary in the front
office. The ballots must be returned by the start of the May PTO meeting. PTO
members may bring their signed and sealed envelopes to the May meeting.
There should be one
ballot and one signature per envelope.
Chair of the Election Committee shall maintain custody of the signed and sealed
ballot envelopes. At
the May PTO meeting, the Election Committee shall open the signed and sealed
envelopes, verify that each PTO member has only voted once, and shall count
the votes for
each nominee. One
Election Committee member (who will not do the count) will check off that each
envelope is from an eligible voter and that there are no duplicate envelopes.
The envelopes will remain
unopened at this point. A
second Election Committee member (who will not do the count) will open the
envelopes and verify that there is only one ballot in each envelope.
The unsigned ballots will
then go to two other Election Committee members who will perform the count.
ensure the integrity of the election process, ballots in unsigned
envelopes will not be counted.
accordance with the First Amendment to the Constitution of the United States,
members may choose to write-in a member nominee not listed on the printed
will be provided on the written ballot for write-in candidates.
Such votes shall be valid.
shall be elected to office by majority vote.
Notice of the
election results shall be made public to all PTO members present at the May
notice of the election results shall be provided to all PTO members the day
after the May meeting.
Incoming officers shall
assume their official duties on July 1 and shall serve for a term of one year
and/or until the election of their successors.
A person shall not be
eligible to serve more than two (2) consecutive years in the same
rule may be waived by majority vote of the members present at the April
meeting if there is no newly interested party for a Board vacancy.
This rule would not
prevent a member from serving on the Board for two consecutive years in one
position and then subsequently running for another Board position.
If a Board position
becomes vacant during the term, a special election will be held to fill the
position for the remainder of the term. The
procedures for special elections shall be the same as for regular
M. The Chair of the Election
Committee shall maintain custody of the election ballots and the signed
envelopes for one year or until the next election of officers is held.
Powers And Duties Of
The PTO Board shall:
Perform the duties
outlined in these By-laws;
Prepare and submit
to the PTO membership the budget for approval for the fiscal year;
bills within the limits of the budget;
business in the intervals between meetings;
budgeting, fund raising, and expenditures to ensure that PTO activities are
consistent with its Mission;
Present a report
at the regular PTO meetings consisting of, but not limited to, new business,
old business, and community events;
Act as a
communication liaison between the PTO and the school principal;
Deliver to their
successors an annual report and all official material on or before the first
day of the fiscal year;
Prepare the monthly
meeting agenda and discuss outstanding issues;
Make a tentative meeting
agenda available to the Taylor
community prior to the monthly meeting;
Work with new officers in
an advisory manner when requested.
officer of the corporation and as such shall have charge of the affairs of
the corporation subject to the supervision of the Board of directors and shall
preside at all meetings at which he or she is present;
2 . Work
with the Board to develop meeting agendas and schedule guest speakers;
the agenda for upcoming meetings;
the work of the officers;
Be responsible for
keeping the other Board members and the Principal informed of all information
pertaining to the PTO and the TaylorSchool
considered a member
of all committees and thus be responsible for communication and coordination
with committee chairs;
Be custodian of all PTO
records kept on file at the TaylorSchool;
Be, or shall
assign, a Taylor
PTO liaison for community events of interest to the PTO;
Have the authority to
sign checks and act on behalf of the Treasurer for business transactions;
the general duties of an officer.
The President shall also
have such other powers and duties customarily belonging to the office of
President or as may be designated from time to time by the Board.
Vice President shall:
as an aide to the president;
the duties of the President in his/her absence;
in-school enrichment programs in cooperation with the Board, Teachers, and
the general duties of an officer.
Vice-President shall also have such other powers and duties customarily
belonging to the office of Vice-President or as may be designated from time to
time by the Board.
The Treasurer shall:
the chief financial officer of the PTO;
custody of all the funds of the organization;
annual budget for the yearly October meeting. The
budget shall be voted on by all members in attendance at the October meeting
and amended as necessary at that October meeting or subsequent meetings by
vote of Members in attendance at those meetings.
the authority to sign checks and make disbursements in accordance with the PTO
member-approved budget. Miscellaneous
or non-material non-budgeted disbursements in the intervals between meetings
shall be in accordance with PTO Board approval.
Keep a full
and accurate account of receipts and expenditures;
a full report of the financial year at the Annual Meeting;
all money in the name of the organization;
financial status at monthly PTO meetings;
authority to order that the accounts be audited, no more than annually, by an
auditor appointed by the PTO Board. This
relieves the Treasurer of responsibility except in the case of fraud;
Federal IRS forms annually;
Annual Report with the Secretary of the Commonwealth no later
than November 1;
Have the general
duties of an officer.
Treasurer shall also have such other powers and duties as customarily
belonging to the office of Treasurer or as may be designated from time to time
by the Board.
The Secretary shall:
Record the minutes of the
Member meetings and prepare them for distribution to the PTO members;
When needed, coordinate
babysitting services for the monthly PTO meetings;
Record the number of
members present at each monthly meeting and maintain the attendance sign-in
sheets from each meeting;
Be responsible for
oversight of the PTO website to ensure that the information contained therein
is accurate and current;
correspondences relating to PTO business activities;
Notify the Secretary of
the Commonwealth on the change of the annual officers;
Have the general duties
of an officer.
The Secretary shall also
have such other powers and duties as customarily belonging to the office of
Secretary or as may be designated from time to time by the Board.
No Right to Compensation
PTO Board Member or Officer shall have any right to compensation as such Board
member or officer.
Removal of Officers
Any Board member or officer may resign at any time by
giving his or her resignation in writing to the PTO Board.
Officers may be removed from office at any time with just cause by a majority
vote of all Members.
Continuing officers may act despite a vacancy or vacancies in the board and
shall for this purpose be deemed to constitute the full board.
Annual Meeting of
the PTO Board
Annual Meeting of the Board of Directors shall be held each year prior to the
first monthly PTO meeting
of the school year.
Special Meetings of the
Board of Directors.
Special Meetings of the Board of
Directors may be called by the President or any other officer or director at
other times throughout the year.
No notice need be given for a
regular or annual meeting of the Board. Forty-eight
(48) hours notice by mail, fax, telephone or
electronic mail shall be given for a special
meeting unless shorter notice is adequate under the circumstances.
A majority of the board then in
office shall constitute a quorum. If
a quorum is present, a majority of the board present may take any action on
behalf of the board except to the extent that a larger number is required by
law, the Articles of Organization or these By-laws.
As set forth fully in
Attachment A to the Articles of Organization and incorporated herein, the
organization shall, to the extent legally permissible, indemnify each person
who may serve or who has served at any time as an officer of the Taylor School
PTO against all expenses and liabilities (including counsel fees, judgments,
fines, excise taxes, penalties and amounts payable in settlements) reasonably
incurred by or imposed upon such person in connection with any threatened,
pending or completed action, suit or other proceeding, whether civil,
criminal, administrative or investigative, in which he or she may become
involved by reason of his or her serving or having served in such capacity
(other than a proceeding voluntarily initiated by such person unless he or she
is successful on the merits, the proceeding was authorized by the corporation
or the proceeding seeks a declaratory judgment regarding his or her own
indemnification shall be provided for any such person with respect to any
matter as to which he or she shall have been finally adjudicated in any
proceeding not to have acted in good faith.
Construction of Law
Any discrepancies or
conflict between the provisions of Massachusetts General Law or applicable
law, the Articles of Organization and the By-laws, if any, shall be resolved
by giving priority first to Massachusetts General Law, then to the Articles of
Organization, then to the By-laws.
These By-laws may be altered,
amended or repealed, in whole or in part, by the affirmative vote of a 2/3
majority of the Members present and voting at any meeting, provided that written
notice of the proposed amendment shall be given at least one
week in advance of the Member meeting in which the voting is taking
The Board shall consider
any circumstance not specifically covered in the By-laws on its individual
March 10, 2009
The current non-Board members of the Election Committee will conduct the
election of officers for the 2008-2009 school year. Subsequent
Election Committees shall be formed pursuant to Article VIII, paragraph C.