Amended and Restated By-Laws of
General John Nixon School Parent Teacher Organization, Inc.
A Massachusetts Nonprofit Corporation
(Amended and Restated as of February 1, 2017)
Amended as of February 1, 2017
Name, Purpose, Operational Limitations, Members, Funding
Section 1: Name
The name of this organization is General John Nixon School Parent Teacher Organization, Inc. (the “PTO”).
Section 2: Purpose
The PTO is organized exclusively for the purpose of advocating and promoting the education and general welfare of the students of the General John Nixon Elementary School in Sudbury, Massachusetts. The PTO shall be authorized to apply for and receive grants, receive and expend funds from public and private sources, and develop and administer programs designed to carry out the mission of the PTO.
Section 3: Operational Limitations
The PTO shall be maintained as a not-for-profit organization. No dividends shall be paid and no part of the income or profit of the PTO shall be distributed to its members, officers or directors. Reimbursement for expenses incurred shall be exempt from this clause. All income derived the operation of the PTO shall be devoted exclusively to the purpose for which it is organized. The PTO shall not carry on any activities not permitted by an organization exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code. No part of the activities of the PT0 shall consist of (i) carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Internal Revenue Code section 501(h)), or (ii) participating in or intervening in (including the publication or distribution of statements), any political campaign on behalf of any candidate for political or public office.
Section 4: Members
Parents and/or guardians of children who are students at the General John Nixon School as well as the teachers at the General John Nixon School who are interested in the objectives of the PTO shall be its members (collectively, the “Membership”). All members are allowed to vote at any and all general meetings of the PTO (“PTO Meetings”). The payment of dues shall not be a requirement for membership.
Section 5: Funding
The activities of the PTO shall be funded by contributions from the Membership, from fundraising activities, and from grants.
Officers and Directors
Section 1: Executive Board
The Membership shall elect the following officers of the PTO: two (2) Co—Presidents, two (2) Co-Treasurers and the Secretary. No officer shall serve a term longer than two years, unless there is no other qualified person for the position, and the Membership agrees to the longer term by a majority vote. For continuity, it is desirable for Co—Presidents and Co-Treasurers to remain in office for two years with one new Co—President and onenew Co-Treasurer entering into office each year. These five persons shall comprise the Executive Board. These officers shall be elected annually by a vote of the Membership at the final spring PTO meeting (the “Spring Election”).
The Executive Board may by majority vote of the Executive Board and in its sole discretion approve any expenses that were not included in the Budget if such amounts do not exceed $500. Expenses that were not included in the approved Budget that exceed $500 must be approved by the Membership with a majority vote at any PTO meeting. A special PTO meeting may be held to approve an unbudgeted expense in excess of $500 as long as the Membership is notified of the PTO meeting by posting to the PTO website or other method approved by the Executive Board if such expense needs approval before the next regularly scheduled PTO meeting. Such expenses must be approved by majority vote of the Membership attending the PTO meeting.
The following is a description of the duties of each officer of the Executive Board:
1. are the Chief Executive Officers of the PTO and have general charge and supervision of the business of the PTO.
2. will preside over all PTO Meetings, meetings of the Executive Board, and meetings of the Board of Directors.
3. serve as ex-officio members of all PTO committees with the exception of the Nominating Committee.
4. serve as the liaisons with the other parent/teacher organizations in Sudbury and with the Sudbury Educational Resource Fund (S.E.R.F.).
5. serve as the liaisons with the Nixon School principal and the superintendent of schools.
6. will establish special working committees as needed.
7. will appoint committee chairpersons, subject to the approval of the Membership.
8. shall perform such other duties and shall possess such other powers as the Board of Directors (as defined in Article II, Section 2, below) may from time to time prescribe.
1. Records the minutes of all PTO Meetings, and posts the agenda and minutes from each PTO Meeting on the PTO website.
2. Maintains the records of the PTO including hard copies of the PTO minutes and meeting agendas.
3. Shall publicize all PTO Meetings as appropriate.
4. Shall maintain a list of all Board members with their names, addresses, telephone numbers and e-mail addresses.
5. Shall conduct all correspondence and perform all other duties incident to the office.
6. Shall assist the Treasurer in filing an annual report with the State, and any other documentation which may be required.
7. In the absence of the Secretary at any PTO Meeting or Executive Board Meeting, the person presiding at the meeting shall designate a temporary secretary to keep a record of the meeting.
1. Shall be Chief Fiscal Officers of the PTO and shall receive all funds of the PTO and deposit such funds of the PTO in depositories selected by the Executive Board, to disburse such funds as ordered by the Executive Board, to make proper accounts of such funds, and to render statements regarding all such transactions and of the financial condition of the PTO.
2. Keep an accurate record of receipts and expenditures.
3. Manage and pay out the funds of the PT0 as authorized.
4. Shall provide updated financial information to the Co-Presidents as needed and show bank account statements to them on a monthly basis.
5. Prepare all financial reports as necessary, including but not limited to, an annual Financial Report to be presented at the final PTO Meeting in the spring. A statement of account shall be presented to the Board and Membership at every PTO meeting.
6. Shall prepare and file all required income tax reports, and prepare and file an annual report with the State.
Section 2: Board of Directors
There shall also be a Board of Directors (the “Board”) which shall consist of not less than 10 board members. The Board shall be composed of (i) the members of the Executive Board, (ii) the chairpersons of each standing committee, (iii) the immediate past Co-Treasurer (for one year), (iv) the immediate past Co-President, (v) the principal of the General John Nixon School, and (vi) not more than two (2) teachers from the General John Nixon School eligible to represent the teachers on the Board.
Section 3: Committees
Standing committees shall be created by the PTO as deemed necessary to promote the objectives and carry on the work of the PTO. A complete list of the standing committees will be posted on the PTO website, and may be changed and updated at any time by a simple majority vote at any PTO Meeting. Chairperson(s) of the standing committees shall be appointed by the Co-Presidents upon the advice of the Nominating Committee, and shall be approved by the members at the annual Spring Election. If there are any unfilled committee positions at the Spring Election, then a Special Election may be held at any PTO Meeting to approve those new Board members.
1. Standing committees shall be established, abolished or renamed by the Executive Board, subject to approval by the Membership, as it deems necessary to best promote the purposes of the PTO.
2. Committee chairperson(s) shall serve for two years unless otherwise specified by the Executive Board. No person may serve as a committee chairperson for more than two consecutive years unless there is no other qualified person, or the Nominating Committee determines that an extended term would provide needed continuity within that standing committee.
3. Plans for standing committee activities must be approved by the Executive Board prior to the execution of the plans.
4. The Chairperson(s) of each standing committee shall keep detailed records which shall include the functions, duties and budget of all activities of the committee and shall turn all such records over to the succeeding chairperson(s).
5. Each standing committee shall send at least one member to act as its representative at each PTO Meeting.
6. Except as may otherwise be provided by these By-Laws, any expenditure of the PTO’s funds by a committee shall require prior approval of the Executive Board.
Section 4: Nominations
The Executive Board shall advertise, on the PTO website, open positions for both a chairperson and at least two additional members to serve as the Nominating Committee for the following year. Once the Nominating Committee has been approved by the Membership, the committee shall select one nominee for each open Executive Board position and shall suggest to the Co—Presidents the names of potential chairpersons for each of the standing committees. This slate of new Board nominees shall be presented at the Spring Election for approval by the Membership.
Section 5: Budgets
There shall be a Budget Committee consisting of the Co-Presidents and Co-Treasurers, with the immediate past Co-Treasurer and the immediate past Co-President as ex-officio members. The Budget Committee shall prepare a budget proposal with the input of the chairpersons of each standing committee. The Membership shall vote on the proposed budget at a PTO meeting in June.
Section 6: Resignation
Any officer or board member may resign by submitting written resignation to the Co—Presidents. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.
Section 7: Vacancies
A vacancy occurring in any office shall be filled for the unexpired term by an appointee selected by the Executive Board. If a vacancy should occur on the Executive Board, the remaining members of the Executive Board shall fill the vacancy, subject to confirmation by the Membership at the next PTO Meeting.
Section 8: Multiple Members
Any office may be held by more than one member, each of whom will have one vote. This jointly held office is not vacant unless both holders of the office resign.
Section 9: Removal
Any officer or board member may be removed from office with or without cause by vote of a majority of the Board at a special Board of Directors meeting. An officer or board member may be removed only after reasonable notice and opportunity to be heard before the body proposing to remove him or her.
There shall be no less than five PTO meetings in a given school year.
A simple majority vote of those present and voting at any PTO meeting shall decide all issues except Amendments to these By-Laws which shall require a two—thirds (2/3) vote at any PTO Meeting.
Notice of all meetings shall be posted on the PTO website. Only members of the PTO may attend meetings except with the specific consent of the Executive Board (e.g., guest speakers, etc.).
The Board shall be notified in writing of any proposed change to the By-Laws.
A simple majority vote of the members present at a PTO meeting is needed to bring the proposed change to the By-Laws for consideration and vote at the next succeeding PTO meeting.
Notice of a proposed change to the By-Laws shall be publicized to the Membership and posted on the PTO website.
Any changes to the By-Laws may be adopted by a vote of two-thirds (2/3) of the members present and voting at any PTO meeting.
Personal Liability; Conflicts of Interest; Indemnification
Section 1: Personal Liability
The Members and Officers of the PTO shall not be personally liable for any debt, liability, or obligation of the PTO. All persons, corporations, or other entities extending credit to, contracting with, or having any claim against the PTO may look only to the funds and property of the PTO 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 PTO.
Section 2: Conflicts of Interest
Whenever an Executive Board member has a financial or personal interest in any matter coming before the Board or the Membership, the affected person shall (i) fully disclose the nature of the interest and (ii) withdraw from discussion, lobbying, and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested members determine that it is in the best interest of the PTO to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention and rationale for approval.
Section 3: Indemnification
The PTO shall indemnify any director, officer, member or agent of the PTO for liability incurred (including judgments, fines, reasonable settlements, and reasonable attorney fees and cost of defense) by such person in the exercise of his or her duties with respect to the PTO to the extent permitted by the Massachusetts Nonprofit Corporation Law.
The PTO shall have the power to purchase and maintain insurance on behalf of any person who is an officer, director, member or other agent serving at the request of the PTO against any liability incurred by him or her in such capacity whether or not the PTO would have the power to indemnify him or her against liability.
To the extent provided by applicable law, this provision shall not eliminate or limit the liability of an officer or director for acts which involved misconduct or knowing violation of law or any transaction from which the director or officer derived an improper personal benefit.
This section of this Article constitutes a contract between the PTO and the indemnified directors, officers, members and agents. No amendment or repeal of the provisions of this section of this Article which adversely affects the right of such indemnified directors, officers, members or agents shall apply to such director, officer, member, or agent with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.
Section 1: Fiscal Year
Except as otherwise set forth in the Articles of Organization of the PTO or as otherwise determined from time to time by the Board, the fiscal year of the PTO shall in each year end on August 31.
Section 2: Illegality
Any determination that any provision of these By-Laws is for any reason inapplicable, illegal or ineffective shall not affect or invalidate any other provision of these By-Laws.
Section 3: Pronouns
All pronouns used in these By-Laws shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the person or persons may require.
Section 4: Records
The PTO shall keep within the Commonwealth of Massachusetts a copy of the following records at its principal office, or the office of its Secretary or of its registered agent:
(a) its articles or restated articles of organization and all amendments to them currently in effect;
(b) its bylaws or restated bylaws and all amendments to them currently in effect;
(c) the minutes of all meetings of the Board and the Members, and records of all action taken without a meeting, for the past three (3) years;
(e) all written communications to Members generally within the past three (3) years, including the financial statements furnished to Members for the past three 3 years;
(f) a list of the names and addresses of its current Board members; and
(g) its most recent annual report delivered to the secretary of state.
These copies and records need not all be kept in the same office. They shall be available at all reasonable times for the inspection by any member for any proper purpose related to the affairs of the PTO.