AMENDED AND RESTATED BYLAWS
ANNIE L. SARGENT, PTO, INC.
ARTICLE I – NAME
The name of this organization shall be Annie L. Sargent, PTO, Inc., (hereinafter referred to as the “Sargent PTO”).
ARTICLE II – PURPOSE AND PHILOSOPHY
Section 1: The Sargent PTO is an organization dedicated to the enrichment of the Annie L. Sargent Elementary School (“Sargent School”) for the benefit of all students. The organization is organized exclusively for charitable, educational and scientific purposes under section 501(c)(3) of the Internal Revenue Code or corresponding section of any future federal tax code.
Section 2: No part of the net earnings or assets of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in these Bylaws and the Articles of Organization.
Section 3: No substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
Section 4: Notwithstanding any other provision of these by-laws, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Section 5: Our philosophy is to include as many families as possible in the decision-making process and we encourage open discussion at all PTO meetings. The purpose is to enhance the educational and community experience at the Sargent School by supporting enrichment programs and other activities which will benefit the majority of the student body and are not normally provided by the school system.
Section 6: In administering its programs and activities, the corporation shall not discriminate on the basis of race, ethnicity, gender, religion or sexual orientation.
ARTICLE III - MEMBERSHIP AND DUES
Section 1: Membership in the Sargent PTO is open to any parent, guardian, teacher, school administrator or other adult interested in supporting the mission of the organization.
Section 2: There are no dues for membership.
Section 3: A copy of the Sargent PTO Bylaws shall be posted on the Sargent PTO website, as a reference to the general membership. Members shall be presented a copy of the Sargent PTO Bylaws upon request or when deemed necessary by the Officers.
ARTICLE IV – PTO FISCAL YEAR
The Sargent PTO year shall begin on July 1st and end of June 30th of each year.
ARTICLE V – POLICIES
The Sargent PTO shall seek neither to direct the administrative activities of the school nor to control its policies.
ARTICLE VI – OFFICERS
Section 1: The officers of the PTO shall be President, Vice President, Secretary and Treasurer. There may be co-officers for each position, provided that the candidates run for election as a team. The Board of Directors, committee chairs and co-chairs shall constitute the Executive Board.
Section 2: The duly elected officers of the PTO shall constitute the Board of Directors.
Section 3: Any member who has a child, or has guardianship of a child, attending the Sargent School is eligible to run for office.
ARTICLE VII – MEETINGS
Section 1: PTO Meetings – A PTO meeting is one which is held on a regular basis during the school year and is open to all interested parties, by and for which normal business can be conducted. PTO meeting times and dates shall be established annually by the PTO Officers. Days and times of meetings shall be posted on the Sargent PTO website for all to see, and shall be announced on the weekly electronic message posted on the Sargent PTO website.
Section 2: Voting Procedure on General Issues at PTO Meetings – Any vote taken at PTO Meetings shall be by way of a hand vote. Voting can only take place after open discussion regarding the issue up for vote. See Article VIII for Election Procedures.
Section 3: Officers Meetings – An Officers Meeting is one which is open to all PTO Officers. When necessary, an Officers Meeting shall be held at least 15 minutes before the PTO Meetings each month during the school year. Additional Officers Meetings may be held at any time, as needed.
Section 4: Cancellation of meetings – Meeting cancellation will be automatic if school is closed. The Officers may cancel a meeting if deemed necessary, in which case a notice will be sent home with the children and will be posted on Sargent School website.
ARTICLE VIII – ELECTION PROCEDURE AND TENURE OF OFFICE
Section 1: Annual Election of Officers – A nomination announcement listing all offices will be emailed out and posted on the Sargent PTO website each year during the month of March. Interested parents/guardians will be asked to submit their names, or the names of consenting others, and desired office in writing or verbally to a current PTO Officer. The deadline for submitting candidates is the April PTO meeting. Only those who have consented to serve if elected shall be eligible for nomination. Ballot elections will take place at the May PTO meeting. Absentee ballots will be made available for any contested positions and communication as to how to obtain an absentee ballot will be described in the notification announcing who is running. Two volunteers will be selected at the May PTO meeting to count the ballots. New Officers will be asked to attend the June PTO meeting, and shall work with the current officers as needed, officially taking office on July 1.
Section 2: Committee Chairperson(s) and Representatives – A list and brief description of each sub-committee shall be made available electronically. Parents will be given the opportunity to sign up for any PTO sub-committee they are interested in. Chairpersons for said sub-committees for the following year will be named at the May meeting. Incoming Chairpersons will work with the current Chairpersons as needed, assuming responsibilities on July 1.
Section 3: Term Limits – The term of an elected officer is for two years. Each office may be held for no longer than two consecutive years. The term of the committee Chairperson(s) and representatives shall be determined by the PTO Officers on an annual basis.
ARTICLE IX - DUTIES OF OFFICERS
Section 1: The Sargent PTO Officers shall consist of the President, Vice-President, Treasurer, and Secretary. All positions, excluding the Principal position, can operate with co-officers, provided that the co-officers are elected to office together. The Sargent PTO Officers, once elected, will serve as the Executive Board to the Sargent PTO.
Section 2: President – The President shall preside at all regular and Executive Board meetings of the Sargent PTO. S/he shall be a member, ex-officio, of all committees. The President’s duties include the following: setting the agenda for each meeting of the PTO and the Executive Board; in cooperation with the other Officers, developing goals, a projected budget and a plan of action for the following year; presenting to, and discussing with, the Sargent PTO these goals and projected budget at the September meeting; facilitating a vote on the proposed goals and budget at the October meeting; attending, or delegating another Executive Board member to attend, the monthly Superintendent meeting. In addition, the President is responsible for providing to, and discussing with, each new PTO Board Officer a complete copy of the Sargent PTO by-laws.
The President shall surrender all records relevant to Sargent PTO business to the incoming President before July 1 of the year s/he steps down from Office.
Section 3: Vice President – The Vice President shall assist the President and shall perform the duties of the President, in her or his absence. In the event of co-vice presidents, the responsibilities shall be divided equally. The Vice President is responsible for coordinating the room parents, and assisting with fundraising events. The Vice President shall surrender all records relevant to Sargent PTO business to the incoming Vice President before July 1 of the year s/he steps down from Office.
Section 4 – Treasurer – The Treasurer shall receive all monies of the Sargent PTO, shall keep an accurate record of receipts and expenditures and shall pay out funds as approved in the budget or as voted on at PTO Meetings. The Treasurer, or any other PTO Officer, may not authorize any expenditure in excess of $100.00 not contained within the approved budget, without a majority vote of members at a PTO Meeting. The Treasurer, or other designated Officer, shall present a financial report at every meeting of the Sargent PTO and of the Officers, and at any time requested by the Officers. The Treasurer’s Report shall be posted with the minutes of all PTO meetings. The Treasurer is responsible for filing annual taxes and other necessary filings that successfully meet the requirements of the Sargent PTO 501(c)(3) status, or are otherwise required by law. The Treasurer shall prepare a full written report of the current school year and present it to all current and incoming Officers before July 1 of the year s/he steps down from Office. The Treasurer shall surrender all books, checks, receipts, and an information folder to the incoming Treasurer before the July 1 of the year s/he steps down from Office.
Section 5 – Secretary – The Secretary shall keep an accurate record of all meetings of the Sargent PTO and of the meetings of the Executive Officers. Within one week of the PTO Meetings, the Secretary will make available these meeting minutes. The Secretary will make available the meeting agendas one week before the PTO Meeting, and will maintain the school bulletin board on behalf of the PTO.
The Secretary shall surrender the minutes and all records relevant to Sargent PTO business to the incoming Secretary before July 1 of the year s/he steps down from Office.
ARTICLE X- LIABILITY OF DIRECTORS
Section 1: Limitation on Liability- The private property of the directors, officers and members of the organization shall not, as such, be liable for the obligations of the organization. No director or officer shall be personally liable to the corporation or its members for monetary damages for breach of fiduciary duty as director or officer notwithstanding any provision of law imposing such liability, provided however, that the liability of a director or officer to the extent that such liability is imposed by applicable law, shall not be eliminated (a) for any breach of the director’s or officers’ duty of loyalty to the corporation or its members; (b) for acts or omissions not in good faith or which involve intentional misconduct of knowing violation of law, or (c) for any transaction from which the director derived an improper personal benefit. The members, the directors and the officers of the corporation shall not be personally liable for any debt, liability or obligation of the corporation. All persons, corporations or other entitled extending credit to, contracting with or having any claim against the corporation may look only to the funds and property of the corporation for the payment of any such contract or claim, or for the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due or payable to them from the corporation.
Section 2: Indemnification- The Corporation shall, to the extent legally permissible and only to the extent that the status of the corporation as an organization exempt under Section 501(c)(3) of the Internal Revenue Code is not adversely affected thereby, indemnify each person who is, or shall have been, a member, officer or director or the corporation (hereinafter referred to as “Person”) against all liabilities and expenses (including judgments, fine, penalties and reasonable attorney’s fee and all amounts paid, other than to the corporation, in compromise or settlement) imposed upon or incurred by such person in connection with or arising out of, the defense of disposition of any action, suite or other proceeding, whether civil or criminal, in which (s)he may be a defendant or with which (s)he may be threatened or otherwise involved, directly or indirectly, by reason of his/her being of having been such a Person.
The corporation shall provide no indemnification with respect to any matter as to which such Person shall be finally adjudicated in such actions, suite or proceeding not to have acted in good faith in the reasonable belief that his/her action was in the best interests of the corporation. The corporation shall provide no indemnification with respect to any matter settled or compromised, pursuant to a consent decree or otherwise, unless such settlement or compromise shall have been approved as in the best interest of the corporation, after notice that indemnification is involved, by (a) a disinterested majority of the board of directors, or (b) if there are not disinterested directors, by a majority of the disinterested members, or (c) if there are no disinterested directors and no disinterested member, by independent legal counsel representing the corporation and appointed by a majority of the directors then in office.
The right of indemnification provided in this Article X, Section 2, shall not be exclusive of or affect any other rights to which any member, director or officer may be entitled under any agreement, statue or otherwise. The corporation’s obligation to provide indemnification under this Article shall be offset to the extent of any other source of indemnification or any otherwise applicable insurance coverage under a policy maintained by the corporation or any other person.
ARTICLE XI- AMENDMENTS AND DISSOLUTION
Section 1: Amendments- The directors of the corporation may make, amend or repeal the By-Laws of the corporation in whole or in part, except with respect to any provision thereof which by law, these Bylaws or the Articles of Incorporation require action by the members, provided that no amendment shall authorize the directors to conduct the affairs of the organization in any manner or for any purpose contrary to the provisions of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Section 2: Dissolution of the Corporation: Upon dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE XII-CONFLICT OF INTEREST POLICY
Section 1: Purpose
The purpose of the conflict of interest policy is to protect this tax-exempt organization's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Section 2: Definitions
a. Interested Person
Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
b. Financial Interest
A person has a financial interest if the person has, directly or indirectly, through business,
investment, or family:
1. An ownership or investment interest in any entity with which the Organization has a
transaction or arrangement,
2. A compensation arrangement with the Organization or with any entity or individual
with which the Organization has a transaction or arrangement, or
3. A potential ownership or investment interest in, or compensation arrangement with,
any entity or individual with which the Organization is negotiating a transaction or
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Section 2(b), a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Section 3: Procedures
a. 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 considering the proposed transaction or arrangement.
b. 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 if a conflict of interest exists.
c. 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
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
3. After exercising due diligence, the governing board or committee shall determine
whether the Organization can obtain with reasonable efforts a more advantageous
transaction or arrangement from a person or entity that would not give rise to a conflict of
4. If a more advantageous transaction or arrangement is not reasonably possible under
circumstances not producing a conflict of interest, the governing board or committee
shall determine by a majority vote of the disinterested directors whether the transaction or
arrangement is in the Organization's best interest, for its own benefit, and whether it is
fair and reasonable. In conformity with the above determination it shall make its decision
as to whether to enter into the transaction or arrangement.
d. 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
2. If, after hearing the member's response and after making further investigation as
warranted by the circumstances, the governing board or committee determines the
member has failed to disclose an actual or possible conflict of interest, it shall take
appropriate disciplinary and corrective action.
Section 4: Records of Proceedings
The minutes of the governing board and all committees with board delegated powers shall contain:
a. The names of the persons who disclosed or otherwise were found to have a financial
interest in connection with an actual or possible conflict of interest, the nature of the
financial interest, any action taken to determine whether a conflict of interest was present,
and the governing board's or committee's decision as to whether a conflict of interest in
b. The names of the persons who were present for discussions and votes relating to the
transaction or arrangement, the content of the discussion, including any alternatives to the
proposed transaction or arrangement, and a record of any votes taken in connection with
Section 5: Compensation
a. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member's compensation.
b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member's compensation.
c. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Section 6: Annual Statements
Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
a. Has received a copy of the conflicts of interest policy,
b. Has read and understands the policy,
c. Has agreed to comply with the policy, and
d. Understands the Organization is charitable and in order to maintain its federal tax
exemption it must engage primarily in activities which accomplish one or more of its tax exempt purposes.
Section 7: Periodic Reviews
To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
a. Whether compensation arrangements and benefits are reasonable, based on competent
survey information, and the result of arm's length bargaining.
b. Whether partnerships, joint ventures, and arrangements with management
organizations conform to the Organization's written policies, are properly recorded,
reflect reasonable investment or payments for goods and services, further charitable
purposes and do not result in inurement, impermissible private benefit or in an excess
Section 8: Use of Outside Experts
When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
ADOPTED BY UNANIMOUS VOTE AT PTO MEETING
HELD FEBRUARY 3, 2009