PTO Website

CHARLES G. TAYLOR SCHOOL PTO, INC.

BY-LAWS

ArticleI.         Name

The name of the organization is the Charles G. Taylor School PTO, Inc. (hereinafter referred to as the “Taylor School PTO” or “PTO”). 

Article II.        Articles of Organization and By-laws

The organization exists as a corporation under the Commonwealth of Massachusetts 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.

Article III.       Fiscal Year

The fiscal year shall commence on the first day of July of each year.

Article IV.      MissionStatement

The Taylor 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 school administration;

·        To operate 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 Organization.

In furtherance of this Mission, volunteer efforts range from a wide variety of in-school support services to coordinating TaylorSchool’s participation in family and community events.  A variety of fund raising programs are offered each year to provide families with choices in how they participate.  Such funds are used for enrichment programs, field trips, school pride events and any other PTO approved expenses benefiting the TaylorSchool students and the TaylorSchool community.

Article V.       Basic Policies

            The basic policies of the Taylor School PTO are as follows:

A.        The Taylor School PTO shall be noncommercial, nonsectarian and nonpartisan.

B.        The Taylor School PTO will neither seek to direct the administrative activities of the school nor to control its policies.

C.        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.

Article VI.      Membership

A.        Members

1.     All parents and/or Legal Guardians of current TaylorSchool students and all current paid employees of the TaylorSchool are “Members” of the Taylor School PTO.

2.            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.   

B.        Membership Dues

1.         The Taylor School PTO accepts dues from Members, but these dues are not mandatory.  The dues collected are used for the operation of the organization.

2.         The Taylor School PTO Board has the right to establish the price of     the voluntary dues.

3.         No eligible persons shall be denied participation in the Taylor   School PTO if dues are not paid.

Article VII.     Member Meetings

A.        Regular Member Meetings

1.         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.

2.         The last meeting of each fiscal year (June meeting) shall be      referred to as the Annual Meeting.

3.         Members must sign attendance sign-in sheets at member             meetings to verify and to record accurately the number of            members present at each meeting.

B.        Special Member Meetings

1.         When voted by the Board or authorized by petition of at least 15           Members, a Special Member Meeting shall be called by the    Secretary.

2.         The time, place and purpose of all Special Member Meetings shall      be announced at least seven (7) days prior to the meeting.  Seven             (7) days written notice shall be given to all Members for a Special            Member meeting unless shorter notice is adequate under the       circumstances.

3.         The only business to be conducted during a Special Member    Meeting shall be directly related to the purpose stated when the      meeting was announced.

C.                Quorum.

Ten (10) 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:

1.      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 the organization.

2.      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.

D.                Voting. 

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. 

Article VIII.    Organizational Structure

            A.        The PTO Board

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.

            The 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.

            B.       Committees

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.

            C.    Election Committee^[1]

                    An 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 committee.

  D.   By-law Committee

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.

Article IX.      Officers and Their Election

A.    Candidates for the PTO Board shall consist of those PTO members   expressing interest in the Board positions for the next school year.

B.     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.

C.    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.

D.  Printed 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.

E.  The 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.

F.  To ensure the integrity of the election process, ballots in unsigned envelopes will not be counted.

G.  In 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 ballot.  Space will be provided on the written ballot for write-in candidates.  Such votes shall be valid.

H.   Nominees shall be elected to office by majority vote.

I.    Notice of the election results shall be made public to all PTO members present at the May meeting.  Written notice of the election results shall be provided to all PTO members the day after the May meeting.

J.  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.

K.  A person shall not be eligible to serve more than two (2) consecutive years in the same office.  This 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.

L.   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 elections.

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.

Article X.       Powers And Duties Of Officers

     A.   The PTO Board shall:

1.    Perform the duties outlined in these By-laws;

2.    Prepare and submit to the PTO membership the budget for approval for the fiscal year;

3.    Approve routine bills within the limits of the budget;

4.    Transact necessary business in the intervals between meetings;

5.    Coordinate budgeting, fund raising, and expenditures to ensure that PTO activities are consistent with its Mission;

6.    Present a report at the regular PTO meetings consisting of, but not limited to, new business, old business, and community events;

7.    Act as a communication liaison between the PTO and the school principal;

8.    Deliver to their successors an annual report and all official material on or before the first day of the fiscal year;

9.     Prepare the monthly meeting agenda and discuss outstanding issues;

10.  Make a tentative meeting agenda available to the Taylor community prior to the monthly meeting;

11.  Work with new officers in an advisory manner when   requested.

            B.   The President shall:

1.    Be the chief executive 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;

3.    Prepare the agenda for upcoming meetings;

4.    Coordinate the work of the officers;

5.    Be responsible for keeping the other Board members and the Principal informed of all information pertaining to the PTO and the TaylorSchool community;

6.    Be considered a member ex-officio of all committees and thus be responsible for communication and coordination with committee chairs;

7.    Be custodian of all PTO records kept on file at the TaylorSchool;

8.    Be, or shall assign, a Taylor PTO liaison for community events of interest to the PTO;

9.    Have the authority to sign checks and act on behalf of the Treasurer for business transactions;

10.  Have the general duties of an officer.

11.  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.

            C.        The Vice President shall:

1.    Act as an aide to the president;

2.    Perform the duties of the President in his/her absence;

3.    Coordinate in-school enrichment programs in cooperation with the Board, Teachers, and Principal;

4.    Have the general duties of an officer.

5.     The 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.

            D.        The Treasurer shall:

1.    Be the chief financial officer of the PTO;

2.    Have custody of all the funds of the organization;

3.    Prepare an 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.

4.    Have 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.

5.    Keep a full and accurate account of receipts and expenditures;

6.    Present a full report of the financial year at the Annual Meeting;

7.    Deposit all money in the name of the organization;

8.    Update financial status at monthly PTO meetings;

9.    Have the 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;

10.   File appropriate Federal IRS forms annually;

11.   File Annual Report with the Secretary of the Commonwealth no    later than November 1;

12.   Have the general duties of an officer.

13.  The 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.

E.        The Secretary shall:

1.  Record the minutes of the Member meetings and prepare them for distribution to the PTO members;

2.  When needed, coordinate babysitting services for the monthly PTO meetings;

3.  Record the number of members present at each monthly meeting and maintain the attendance sign-in sheets from each meeting;

4.  Be responsible for oversight of the PTO website to ensure that the information contained therein is accurate and current;

5.  Prepare various correspondences relating to PTO business activities;

6.  Notify the Secretary of the Commonwealth on the change of the annual officers;

7.  Have the general duties of an officer.

8.  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.

F.         No Right to Compensation

            No PTO Board Member or Officer shall have any right to compensation as such Board member or officer.

Article XI.      Resignation and Removal of Officers

A.        Resignation. Any Board member or officer may resign at any time by giving his or her resignation in writing to the PTO Board.

B.        Removal. Officers may be removed from office at any time with just cause by a majority vote of all Members.

C.        Vacancies. Continuing officers may act despite a vacancy or vacancies in the board and shall for this purpose be deemed to constitute the full board.

Article XII.     Annual Meeting of the PTO Board 

            An Annual Meeting of the Board of Directors shall be held each year prior to the        first monthly PTO meeting of the school year.

A.        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.

B.        Notice. 

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. 

C.        Quorum. 

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.

Article XIII.    Indemnification Of Officers

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 conduct).   No 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.

Article XIV.   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.

Article XV.     Amendment

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 place.

The Board shall consider any circumstance not specifically covered in the By-laws on its individual merits.

Approved:     November 13, 2007

Amended:     March 10, 2009