MAPLE DALEP.T.O.

BY-LAWS

ARTICLE I: DUTIES OF OFFICERS

The duties of the officers shall be to:

  1. Develop annual goals for the organization:
  2. Support the activities of the organization to the best of their ability with their time and leadership by attending Maple Dale P.T.O. sponsored functions, and by presenting a positive image of the school to the community;
  3. Attend all officers meetings, Maple Dale P.T.O. meetings and other special meetings called;
  4. Respect the confidentiality of meeting discussions.
  5. Provide current documentation of registration with the Ohio Secretary of State(renewed every 5 years) and the Ohio Attorney General’s office to the ASSPO records at the Sycamore Central Office by October 15 of each year. Registration with the Attorney General’s includes updating User Accounts and filling an Annual Financial Report.
  6. Provide a list of PTO officers each year to Superintendent of Sycamore Community School District and the ASSPO Compliance Committee. The list shall include name, office held, mailing address, home and/or cell phone number.
  7. Provide a report of all activities at the monthly ASSPO meetings.
  8. Require the Executive Board and Committee Chairs to read the organization’s Bylaws that include the Conflict of Interest Policy. It is the responsibility of the Executive Board to identify any conflict of interest within their organization, and to report on that finding in the minutes at their monthly meetings.
  9. Bank statements should be reviewed monthly by a Board Member who does not have check signing authority.

Section 1.The President/Co-President shall preside at all meetings of the Maple DaleP.T.O. and its officers, appoint Chairpersons to the Standing Committees, and coordinate the work of the Association.

Section 2.The First Vice President shall preside in the absence of the President and act as aide when called upon by the President, act as Parliamentarian, and direct committees under his/her supervision. The First Vice President is responsible for initiating the nomination process. The First Vice President shall act as a liaison between the Officers and all Student focused committee chaipersons.

Section 3.The Second Vice President shall be responsible for Ways and Means and shall coordinate all fund raising activities. The Second Vice President shall act as liaison between the Officers and all Ways and Means committee chairpersons.

Section 4. The Secretary shall record and circulate the minutes of all meetings, give copies of the minutes to the Principal, the Officers, and the Secretary’s file and take attendance at each Association meeting. The Secretary shall conduct all correspondence of the Association. The Secretary is responsible for directing committees under her supervision.

Section 5. The Treasurer shall have custody of all funds of the Association, keep full and accurate records of receipts and expenditures, and make disbursements in accordance with the approved budget. The Treasurer shall have the accounts audited annually and submit timely reports.

  1. Submit results of an annual audit to the ASSPO records at the Sycamore Central Office.
  2. Submit a copy of the End of the Year Annual Report to the ASSPO records at the Sycamore Central Office.
  3. Submit annually a copy of the IRS 990 Form to the ASSPO records at the Sycamore Central Office.

ARTICLE II: ELECTION OF OFFICERS

Section 1.A Nominations Chair will be appointed by the Executive Board. The Chairperson will solicit at least 2 additional members from the MD PTO membership. MD PTO members interested in serving on the Nominations Committee may submit their name to the Secretary by the February meeting. The Nominating Committee shall elect its own chairperson.

Section 2. Candidates for office shall be nominated from the membership. Recommendations and suggestions shall be submitted to any member of the nominating committee by March 1. The consent of each candidate for office must be obtained before the name may be placed in nomination. The chairperson shall present the slate of officers at the April meeting.

Section 3.If there are nominations from the floor, election shall be by written ballot for that office, with a majority vote constituting an election at the May meeting. In the event that there are no nominations from the floor, a voice vote shall be taken to elect the slate.

Section 4. Officers shall serve a term of one (1) year or until their successors are elected and shall not be eligible to serve more than two (2) consecutive terms in the same office.

Section 5.Newly-elected Officers shall assume duties at the conclusion of Old Business at the May meeting.

Section 6.A vacancy occurring in any elective office shall be filled for the unexpired term by Presidential appointment.

ARTICLE III: FUNDS

Section 1.The annual dues, the amount to be determined by the officers of the association, are payable at the beginning of each school year. New members may be added at any time throughout the current year.

Section 2.An annual budget shall be drawn by the current and past Presidents and Treasurers. The annual budget will be presented at the first MDP.T.O. meeting of the school year to be approved by the membership.

Section 3.The executive board mayapprove all expenditures up to $500. Other expenditures will require a quorum vote at the general meeting. The exception to this requirement is for any flow-through programs set-up by the PTO in which all receipts and expenditures are set aside for a specific program (i.e. foreign language program, fine arts fund, etc).

ARTICLE IV: QUORUM

Quorum will equal the number of PTO Executive Board members present and an equivalent number of PTO members who are not members of the Executive Board plus one for the transaction of business of any meeting of the association.

ARTICLE V: COMMITTEES

Section 1.Standing committees shall exist to promote the objectives and interests of the Association and may be created by the Officers as necessary.

Section 2.The President shall be a member ex-officio of all committees except the Nominating Committee. An ex-officio member has the right to make motions, debate and vote, but is not counted in the quorum.

Section 3. The Chairperson of each committee shall report to a designated officer. No committee work shall be undertaken without the consent of that officer. The committee chairs are responsible for maintaining records, updating their binders and submitting yearly reports.

Section 4.A Standing Committee Chairperson shall be eligible to serve in the same position for not more than two consecutive years, except upon recommendation by the Executive Board.

Section 5.The Bylaws shall be reviewed by the officers annually and so noted at the January meeting.

ARTICLE VI: PARLIAMENTARY AUTHORITY

Robert’s Rules of Order, Newly Revised, shall govern this association in all cases in which they are applicable and in which they are not in conflict with this document.

ARTICLE VII: CONFLICT OF INTREST 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

  1. 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.
  2. 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 of arrangement;
  2. A compensation agreement with the organization or the 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 arrangement. “Compensation” includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

Section 3. Procedures.

  1. Duty to Disclose. In connection with any actual or possible conflict of interest, and 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 who are considering the proposed transaction or arrangement.
  2. Determining Whether a Conflict of Interest Exists. After disclose 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 and committee members shall decide whether the conflict of interest exists.
  3. Procedures for Addressing the Conflict of Interest

i. 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 interest.

ii. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

iii.After exercising due diligence, the govering 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 interest.

iv.If a move advantageous transaction is not reasonably possible under circumstances not producing 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 own decision as to whether to enter into the transaction or agreement.

  1. Violations of the Conflict of Interest Policy.

i.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’s opportunity to explain the alleged failure to disclose.

ii. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines that 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:

  1. 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 the conflict of interest was present; and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
  2. The names of the persons who were present for the 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 the proceedings.

Section 5 .Compensation.

  1. 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 members compensation.
  2. A voting member of any committee whose jurisdiction includes the compensation matters and who receives compensation, directly or indirectly, from the organization’s services is precluded from voting on matters pertaining to that member’s compensation.
  3. 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 the 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 that such person:

  • Has received a copy of the conflict of interest policy;
  • Has read and understood the policy;
  • Has agreed to comply with the policy; and
  • Understands that the organization is charitable and that in order to maintain its Federal tax exempt status is must engage primarily in activities which accomplish one or more of its tax exempt purposes.

Section 7. Periodic Reviews. To ensure that 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 review shall, at minimum, include the following subjects:

  1. Whether compensation arrangements and benefits are reasonable, are based on competent survey information, and are the result of arm’s length bargaining.
  2. Whether partnerships, joint ventures, and arrangements with management organizations conform to the organization’s written policies, are properly recorded, reflect reasonable investment or payments of goods and services, further charitable purposes, and so not result in inurement, impermissible private benefie, or an excess benefit transaction.

Section 8. Use of Outside Experts. When conducting the periodic reviews as provided for in Section 7, 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 that periodic reviews are conducted.

ARTICLE VII: AMENDMENT

These bylaws may be amended at any meeting of the organization by a majority vote, provided that notice of the proposed changes are given at the previous meeting and communicated to the membership.

  1. Bylaws and any revisions to Bylaws must be submitted to the ASSPO records at the Sycamore Central Office upon approval by the membership.
  2. Bylaws should be revised every 5 years

Revised April 1, 2013