BY-LAWS Revised May 2009
Cornell Elementary School PTO
By-Laws
(Revised 1990, 1994, 2006, 2008, 2009)
Article I
Name of the Organization
The name of this organization shall be the Cornell Parent Teacher Organization (PTO).
Article II
Purpose of the Organization
A. To promote the welfare of Cornell’s students and to secure for them the highest advantages in education.
B. To establish good communication and a sense of community among students, parents, teachers and administrators regarding matters of mutual concern.
C. To provide a forum between parent, teachers and administrators regarding matters of mutual concern.
D. To provide school/family activities.
E. To serve and assist the Principal of the school.
• The word “parent” in this document shall refer to any legal guardian.
Article III
Mission Statement
The Cornell Elementary PTO will promote educational, social and personal development through volunteerism and fundraising initiatives.
Article IV
Membership
A. Membership in this Organization shall be open to parents of children currently enrolled in Cornell School plus the staff of Cornell School.
B. Under the Michigan Nonprofit Corporation Act, a corporation organized on a non-stock basis shall be organized on either a membership basis or a directorship basis. This Organization is organized on a membership basis.
C. All members of the Organization shall be voting members.
D. All members present at a general membership meeting are eligible to vote.
Article V
The Board
A. The purpose of the Board shall be to provide leadership and representation for the general PTO membership.
B. The Board shall consist of parent and/or staff representatives approved by the general membership. The Board members have specific responsibilities as described later in these by-laws.
C. Approved Members of the Board
1. During the spring, the PTO shall publicize open positions for the upcoming school year. Only Board positions which will be filled because of two year commitments required of Board members will be considered not to be “available” the following school year.
2. Any member of the Organization who is a parent of a child who is either currently enrolled or about to enroll during the coming school term in Cornell School may volunteer or be nominated. This shall include incumbent Board members, subject to the limitations set forth in these by-laws.
3. A member shall not serve more than three consecutive terms as a Board member, unless otherwise approved by the Board members. President-Elect and Treasurer-Elect are two year commitments (but considered to be one “term”) in that the President-Elect becomes the President and the Treasurer-Elect becomes the Treasurer in the second year. In the event the President-Elect or Treasurer-Elect are not available in the second year, the current President or Treasurer may volunteer to serve in office a second term, subject to the limitation set forth in the first sentence of this paragraph.
4. Volunteers and nominees will be contacted by the President-Elect to confirm their desire to be a Board member.
5. If an insufficient number of members volunteer to serve on the following year’s Board, the current Board will have the power to nominate from the general membership to fill vacancies on the Board.
6. If the number of members willing to serve on the Board exceeds the available Board vacancies, the vacancies shall be filled by lottery from the names of those willing to serve on the Board. The lottery shall be conducted by the President at the May general membership meeting.
7. A single slate of proposed members to the Board will then be submitted to the general membership for approval at the May general membership meeting.
D. The newly approved Board will assume its duties at the close of the school year, and shall serve as a body for one full year.
E. Expenditures of $300 or more shall be authorized by a majority vote at a general or special PTO meeting. Emergency expenditures concerning the organization may be at the discretion of the Board.
F. The Board may transact business involving less than $300 in the intervals between general membership meetings. Such business transactions shall be reported at the next PTO general membership meeting and noted in the minutes and Treasurer’s report.
G. A Board member may be removed by a majority vote of the Board whenever it is the judgment of the Board that the best interests of the PTO would be served by such action.
H. Members of the Board shall serve without compensation.
I. The Board shall review the by-laws annually and ensure that the Organization adheres to the by-laws.
Article VI
Duties of Board Members
A. President
1. Arranges agendas and presides at all Board meetings, general membership meetings, and special meetings.
2. Serves as an ex-officio member of all committees.
3. Schedules presentations and/or speakers that would benefit the students and/or parents.
4. Cooperates with the Principal and maintains a supportive relationship between the school and the PTO.
5. Appoints special committees when needed.
6. Signs checks in the absence of the Treasurer.
7. Oversees and approves all publicity and communications efforts of the PTO.
8. Performs other duties as assigned by the PTO.
B. President-Elect
1. Assists the President and assumes the President’s duties in his/her absence.
2. Assumes the President’s duties in the event of his/her inability or refusal to act.
3. Serves as parliamentarian at all meetings.
4. Assumes a vacated office of the President.
5. Serves as the President the following year.
6. Drafts and distributes a letter to all parents prior to the start of the new school year to:
a. Welcome the families to Cornell;
b. Announce the board and committee positions filled;
c. Describe the various committees;
d. Solicit volunteers; and
e. Announce the PTO general membership schedule for the new school year.
7. Coordinates activities of the individual standing committees that are not coordinated by the Social Chair, Fundraising Chair, and/or the Enrichment Chair.
8. Assists with volunteer placement on the individual standing committees that are not coordinated by the Social Chair, Fundraising Chair, and/or the Enrichment Chair.
9. Reports to the general membership of the PTO after each event or program of an individual standing committee that is not coordinated by the Social Chair, Fundraising Chair, and/or the Enrichment Chair.
10. Performs other duties as assigned by the PTO.
C. Secretary
1. Records the minutes (including attendance) of all PTO meetings. Posts general membership meeting minutes to the PTO bulletin board and website prior to the next general membership meeting and presents the general membership meeting minutes for approval at the general membership meetings.
2. In the Secretary’s absence from any meeting, a Board member will be appointed by the President to take the minutes.
3. Distributes a copy of the by-laws to all board members each year before the September meeting.
4. Coordinates childcare in the school for those attending general membership meetings and parent-teacher conferences.
5. Handles correspondence of the PTO.
6. Maintains all records except those of the Treasurer.
7. Keeps an updated copy of the PTO by-laws.
8. Ensures that all Board members receive the most recent copy of the by-laws.
9. Notifies members of special general membership meetings called by the Board at least five (5) days prior to such meetings, except in emergency situations.
10. Ensures that all notices are given in accordance with these by-laws.
11. Performs other duties as assigned by the PTO.
D. Treasurer
1. Maintains an accurate accounting of all receipts and disbursements of the PTO.
2. Collects all revenues on behalf of the PTO and deposits them to the credit of the Organization in such banks, credit unions or other depositories as the Board selects.
3. Presents a financial statement at every general membership meeting and at other times as requested by the Board.
4. Files all required federal, state and local reports and informational returns.
5. Signs all checks of the PTO and disburses funds approved by the Board. All PTO checks for expenditures over $1,000 must be co-signed.
6. Assists Committees with budget reports as necessary.
7. Prepares a preliminary budget report for the fiscal year to be presented to the PTO membership for approval at the October meeting. Once approved, the final budget will be posted on the Cornell PTO website.
8. Performs other duties as assigned by the PTO.
E. Treasurer-Elect
1. Assists the Treasurer and assumes the Treasurer’s duties in his/her absence.
2. Assumes a vacated office of the Treasurer.
3. Assumes the duties of the Treasurer the following year.
4. Works with the Treasurer to become knowledgeable and proficient in all Treasurer duties.
5. Signs checks in the absence of the Treasurer.
6. Performs other duties as assigned by the PTO.
Article VII
Contracts and Funds
A. Contracts. The Board may authorize any officer or officers, agent or agents to enter into any contract in the name of and on behalf of the Organization.
B. Funds. The Board may accept on behalf of the Organization any contributions, gifts, bequests or devises for the general purpose or any special purpose of the Organization.
Article VIII
Fiscal Year
The fiscal year of the Organization shall end on the last day of June in each year.
Article IX
Standing Committees
A. Standing Committees shall be created by the Board as may be required to carry out the objectives of the Organization. Chairpersons of the standing committees shall be on a volunteer basis from the general membership.
B. Committee work shall not be undertaken without the approval of the Board.
C. One standing committee shall be the Parent Council Committee/Representative. This person (or group of people) shall attend Parent Council meetings. The Parent Council Committee/Representative shall also act as a liaison between the Board and the Parent Council Board on behalf of the PTO.
D. When applicable, the chairperson of each standing committee shall present written and/or oral progress reports to the membership at the general membership meetings.
E. When needed, the chairperson of each standing committee shall present plans, verbal and/or written, to the membership at the general membership meetings before that committee begins working towards the plans.
F. The chairperson shall keep track of all expenses and revenues of the committee and a financial report shall be made to the appropriate Board member chair after each event.
G. Staff shall be encouraged to participate on standing committees.
Article X
Meetings
A. All meetings of the Organization, including Board meetings, shall be open to members and interested individuals from the general public.
B. The general membership shall meet no less frequently than once per month (excluding December and June) during the school year.
C. A calendar of meetings shall be developed by the Board no later than September 30. Additional meetings may be called by the President or by a majority of the Board. Reasonable advance written notice of all Board meetings, general membership meetings, and events shall be provided to the general membership. Notice may be accomplished by posting the date, time, location and agenda on one or more of the following prior to the meeting/event:
1. the PTO Bulletin Board;
2. PTO newsletter to the parents;
3. the PTO website; and
4. an e-mail to the parents.
D. Attendance of a Board member at a meeting constitutes a waiver of notice of the meeting, except where a Board member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
E. Five Board members shall constitute a quorum at a meeting of the PTO Board.
F. The members present shall constitute a quorum at general meetings of the PTO.
G. Minutes of the general membership meetings shall be posted for a minimum of thirty days on the PTO Bulletin Board and on the PTO website.
H. Board members are expected to attend all Board and general membership meetings.
I. The Principal shall be asked to:
1. Attend general membership meetings and provide monthly reports.
2. Keep an updated copy of the PTO by-laws.
3. Encourage the staff to attend PTO general membership meetings and to keep staff updated on PTO activities.
J. Staff will be encouraged to report to the PTO on any applicable matters at general membership meetings.
K. Voting approval shall be made by a show of hands. A motion shall be passed by majority vote.
L. The President shall cast the deciding vote in the case of a tie at all Board and general membership meetings.
Article XI
Conflict of Interest
The Organization has a Conflict of Interest Policy, it is attached hereto, and it is incorporated by reference.
Article XII
Bonds, Indemnification and Insurance
A. Bonds. The Board may require an officer or agent to give bond for the faithful discharge of his/her duty and for the protection of the Organization, in such sum and with such surety or sureties as the Board may deem advisable. The cost of such bonds may be paid from the funds of the Organization.
B. Indemnification. The Organization shall indemnify, to the extent and in the manner permitted by the Michigan Nonprofit Corporation Act, any person who is or was a director of the Organization for expenses (including attorney’s fees), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with an action, suit, or proceeding, if such arose by reason of the person being director or officer.
C. Advance Payment of Expenses. Expenses incurred in defending an action, suit or proceeding may be paid by the Organization in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the person involved to repay such expenses if it is ultimately determined that the person is not entitled to be indemnified by the Organization. The undertaking shall be by unlimited general obligation of the person on whose behalf advances are made but need not be secured.
D. Insurance. The Organization may purchase and maintain insurance on behalf of any person who is or was a director, officer or non-director volunteer of the Organization against any liability asserted against the person and incurred by the person in any such capacity or arising out of the person’s status as such, whether or not the Organization would have the power to indemnify the person against such liability.
Article XIII
Dissolution
Upon the dissolution of the Organization, after paying or making provisions for the payment of the liabilities of the Organization, the Board shall distribute the remaining assets of the Organization to an organization or organizations exempt from federal income tax under Section 501 (C) (3) of the Internal Revenue Code as designated by the Board.
Article XIV
Parliamentary Procedures
A. “Robert’s Rules of Order- Newly Revised” shall govern the PTO in all cases in which they are applicable and in which they are not in conflict with these by-laws.
B. General Guidelines:
1. Motion is made.
2. Motion is seconded.
3. Motion is discussed.
C. President restates the motion and calls first for the affirmative, then for the negative vote.
Article XV
Amendments
A. The by-laws may be amended at any general membership meeting of the PTO by a majority vote of the members present and voting, provided written notice of the proposed amendments shall have been given to the general membership at least two weeks prior to the meeting.
B. The President may appoint a committee to submit a revised set of by-laws with the consent of the Board. The procedure for accepting the revised set of by-laws is the same as that for amending the by-laws.
C. All Amendments take effect immediately on approval.
These Revised By-laws Adopted: May 20, 2009
