Hamilton Elementary School PTO Inc.
ARTICLE I – NAME, DESCRIPTION & PURPOSE
Section 1: NAME - The name of the organization shall be Hamilton Elementary School (HES) PTO Inc. The PTO is located at Hamilton Elementary School, 25 Salisbury Avenue, North Kingstown, RI 02852.
Section 2: PURPOSE – The purpose of the PTO is to enhance and support the educational experience at Hamilton Elementary School, to develop a closer connection between school and home by encouraging parental involvement, and to improve the environment at Hamilton Elementary School through volunteer and financial support.
ARTICLE II – MEMBERSHIP
Section 1: Membership shall be automatically granted to all parents and guardians of Hamilton Elementary School students, plus all staff at Hamilton Elementary School. There are no membership dues. Members have voting privileges, one vote per household.
ARTICLE III – OFFICERS
Section 1: EXECUTIVE BOARD – The Executive Board shall consist of the following officers: President(s), Vice President(s), Secretary, Treasurer and Members at Large. Members at Large are limited to a maximum of 5 people. Officer positions can be shared by nor more than two people per position. The School Principal, or his/her designee, is a voting member of the Executive Board.
Section 2: TERM OF OFFICE - The term of office for all officers, except Treasurer, is one year, beginning immediately upon election, and ending upon officer election the following school year. The term for Treasurer is one year, beginning at the start of the fiscal year following election and continuing until the end of that fiscal year. Officers shall be limited to three consecutive years (in the same position) unless voted and agreed upon by the PTO membership.
Section 3: ELECTIONS - Elections for officers and members at large will take place at the last PTO meeting of the academic year. Election will be by majority vote of those PTO members in attendance. Vacancies will be filled in according with Section 8 of these Bylaws
Section 4: QUALIFICATIONS - Any PTO Member in good standing may become an officer of the PTO.
Section 5: DUTIES:
Executive Board – Develop the PTO’s annual budget, establish and oversee committees to conduct the work of the PTO, establish fundraising programs, approve by majority vote of the Board unbudgeted expenditures of no more than $100.00.
President(s) – Preside at General PTO meeting and Executive Board Meetings, serve as the official representative of the PTO, and retain all official records of the PTO.
Vice President - (or Co- President) oversee the committee system of the PTO, assist the President(s) and chair meetings in the absence of the President(s).
Secretary – Record and distribute minutes of all Executive Board meetings and General PTO meetings, prepare agendas for official PTO meetings, hold historical records for the PTO.
Treasurer – Serve as custodian of the PTO’s finances, collect revenue, pay authorized expenses report financial activity every month, prepare year-end financial report and hold all financial records.
Members at Large – to act as a support to the President(s) and Vice President(s) and to take on any reasonable duties so requested by the President(s) and/or Vice President(s).
Section 6: BOARD MEETINGS – The Executive Board shall meet monthly during the school year or at the discretion of the President(s).
Section 7: REMOVAL - An officer can be removed from office for failure to fulfill his/her duties, after reasonable notice, by a majority vote of the Executive Board.
Section 8: VACANCY - If a vacancy occurs on the Executive Board, the President(s) shall appoint a PTO member to fill the vacancy, with a majority vote of the remaining Board members, for the remainder of the officer’s term.
ARTICLE IV – MEETINGS
Section 1: GENERAL PTO MEETINGS – General PTO meetings shall be held to conduct the business of the PTO. Meetings shall be held monthly during the school year or at the discretion of the Executive Board.
Section 2: VOTING – Each member in attendance at a PTO meeting is eligible to vote, one vote per household. Absentee or proxy votes are not allowed.
Section 3: QUORUM – Any number, but more than two, of members present shall constitute a quorum for the transaction of any business at any general meeting of the organization.
ARTICLE V – FINANCIAL POLICIES
Section 1: FISCAL YEAR – The fiscal year of the PTO begins August 1 and ends July 31 of the following year.
Section 2: BANKING – All funds shall be kept in a checking account in the name of HES PTO requiring two signatures of the Executive Board for changes and held at a local financial institution.
Section 3: REPORTING – All financial activity shall be recorded in a manual or computer-based accounting system. The Treasurer shall reconcile the account(s) monthly and report all financial activity at the PTO Meetings.
Section 4: ENDING BALANCE – The organization shall leave a minimum of $5,000.00 in the general fund at the end of each fiscal year.
Section 5: CONTRACTS – Contract signing authority is limited to the President(s) or the President’s designee.
ARTICLE VI – BYLAW AMENDMENTS
Any PTO member may propose amendments to the bylaws. Amendments presented at a PTO meeting shall be considered for voting at a subsequent meeting. 2/3 approval of all members present and voting is required to adopt an amendment to the Bylaws.
ARTICLE VII – DISSOLUTION
In the event of dissolution of the PTO, any funds remaining shall be donated to Hamilton Elementary School or the North Kingstown School Department in the event of Hamilton Elementary School being closed.
ARTICLE VIII – PARLIAMENTARY AUTHORITY
“Robert’s Rules of Order Newly Revised” shall govern meetings when they are not in conflict with the organizations bylaws.
ARTICLE IX CONFLICT OF INTEREST
The purpose of the conflict of interest policy is to protect 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.
- 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.
- Financial Interest
A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
- An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,
- A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
- 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.
A financial interest is not necessarily a conflict of interest. Under Section 3 - 2, 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.
- 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.
- 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.
- Procedures for Addressing the Conflict of Interest
- a. 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.
- 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.
- 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 interest.
- d. 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.
- Violations of the Conflicts of Interest Policy
- a. 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 to disclose.
- 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.
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 fact existed.
- 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 the proceedings.
- 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 he receives compensation, directly or indirectly, from the Organization for services are 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.
Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
- Has received a copy of the conflicts of interest policy,
- b. Has read and understands the policy,
- 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.
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.
- 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 benefit transaction.
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 periodic reviews are conducted.
These bylaws were adopted on _________13th March 2012_____________________