WEAVERVILLE PTO, INC.
BYLAWS
ARTICLE I
NAME
The name of this organization is Weaverville PTO, Inc. The Weaverville PTO shall operate in Weaverville, Buncombe County, North Carolina.
ARTICLE II
ARTICLES OF INCORPORATION
The Weaverville PTO exists as a nonprofit corporation. The Articles of Incorporation and these bylaws shall be deemed its governing instruments.
ARTICLE III
PURPOSE AND OBJECTIVES
Section 3.01. Purpose. The Weaverville PTO is organized exclusively for charitable and educational purposes under §501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under §501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Section 3.02. Objectives. Within the scope of the purpose set forth above, the objectives of this organization are to promote the welfare of children and youth in Weaverville Elementary School (WES) and Weaverville Primary School (WPS) and the community by:
a. assisting WES and WPS in the education of our children;
b. raising funds for the enhancement of WES and WPS budgets; and
c. cooperating with other nonprofit organizations and agencies with similar goals and objectives.
Section 3.03. The organization shall be noncommercial, nonsectarian, and nonpartisan.
Section 3.04. The organization will not, as a substantial part of its activities, attempt to influence legislation or participate to any extent in a political campaign for or against any candidate for public office.
ARTICLE IV
MEMBERSHIP AND DUES
Section 4.01. Members. All parents, legal guardians, and/or other persons standing in loco parentis with a WES or WPS student, and all current paid employees of WES or WPS are members of Weaverville PTO. In addition, any individual who supports the objectives of the organization may become a member, subject only to compliance with the provisions of the bylaws. Membership in the organization shall be available without regard to sex, race, creed, or national origin.
Section 4.02. Membership Privileges. Members have the right to attend all public meetings, serve on committees, and participate in the activities of the Weaverville PTO. All members shall be eligible to serve in any of its elected or appointed positions. Every member in attendance at PTO meetings shall be eligible to vote.
Section 4.03. Membership Dues.
a. The Weaverville PTO accepts dues from members, but these dues are not mandatory. The dues collected will be used for the operation of the organization.
b. The Weaverville PTO shall conduct an annual voluntary dues drive. The Board shall set the price of the voluntary dues each year.
c. No eligible persons shall be denied participation in the Weaverville PTO for nonpayment of dues.
d. The membership year of the Weaverville PTO shall begin on August 1st, and end on July 31st of the following year.
ARTICLE V
PTO MEMBERSHIP MEETINGS
Section 5.01. Regular Meetings. Regular meetings of the PTO membership shall be held a minimum of five times per year unless otherwise designated by the Board. Notice of these meetings shall be announced during the first month of the school year. A minimum of five days notice shall be given of any change of date.
Section 5.02. Special Meetings. Special meetings of the PTO membership may be called by either President or by any two or more members of the Board. A minimum of five days notice shall be provided for any special meetings.
Section 5.03. Annual Meeting. The regular meeting held in May of each year shall be known as the annual meeting and shall be for the purpose of electing officers, receiving reports of officers and committees, and for any other business that may arise.
Section 5.04. Quorum. So long as a majority of the Board is present, those PTO members present at a properly called meeting shall be designated as a quorum and shall be entitled to take action on behalf of the organization.
ARTICLE VI
BOARD OF DIRECTORS
Section 6.01. Authority of Board of Directors. The Board of Directors (the Board) is the policy-making body and may exercise all the powers and authority granted to the organization by law and these bylaws.
Section 6.02. Number, Selection, and Tenure. The Board shall consist of the principals of WPS and WES, or their representatives appointed by them, and each of the elected officers.
Section 6.03. Regular Meetings. The Board will meet in any month without a regular meeting of the PTO membership, and at least one time per calendar year. Meetings shall be at such dates, times and places as the Board shall determine.
Section 6.04. Special Meetings. Special meetings of the Board may be called by either President or at the request of any two Board members. Special meetings of the Board shall be at such dates, times and places as the Board shall determine.
Section 6.05. Quorum. A quorum shall consist of a majority of the Board members currently in office attending in person or through remote conferencing. All decisions will be by majority vote of those present at a meeting at which a quorum is present. If less than a majority of the Board members is present at a meeting, a majority of the Board members present may adjourn the meeting.
Section 6.06. Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board or of any committee may be taken without a meeting if all members of the Board or committee consent in writing to taking the action without a meeting and to approving the specific action. Such consents shall have the same force and effect as a unanimous vote of the Board or of the committee as the case may be.
Section 6.07. Participation in Meeting by Remote Conferencing. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as members participating in such meeting can hear one another.
Section 6.08. Resignation. Resignations by Board members are effective upon receipt by the Secretary of the PTO of written notification.
Section 6.09. Compensation. Board members shall serve without compensation, with the exception that expenses incurred in the furtherance of PTO business are allowed to be reimbursed with documentation and prior approval. In addition, Board members serving the organization in any other capacity are allowed to receive compensation therefore.
ARTICLE VII
AUTHORITY AND DUTIES OF OFFICERS
Section 7.01. Officers. The Officers of the PTO shall be two Presidents, one representing each school; two Vice Presidents, one representing each school; a Secretary; a Treasurer; and a Fundraising Coordinator. There may be two Fundraising Coordinators, one for each school, if so elected by a majority of the members. Any two (2) or more offices may be held by the same person, except the offices of President and Secretary or President and Treasurer.
Section 7.02. Elections. The officers of the PTO shall be elected at the May annual meeting by the members present. Each officer shall serve a term of one year. Officers may be re-elected, with a maximum of two consecutive years in the same office.
Section 7.03. Terms of Office. Officers shall assume official duties as of July 1st following their election.
Section 7.04. Election Process. Officers shall be elected in the following manner:
a. There shall be a nominating committee consisting of five members of the organization. This committee shall be appointed during the March meeting after the announcement of open offices.
b. Each principal shall appoint a committee member. This appointee can be from the staff or volunteer base.
c. Appropriate notification of elections will be given to the school populace.
d. The nominating committee shall present a slate of nominees to the PTO members at the April meeting.
e. Following the report from the nominating committee, an opportunity shall be given for nominations from the floor.
f. Only those who have consented to serve shall be eligible for nomination, either by the committee or from the floor.
Section 7.05. Resignation. Resignations are effective upon receipt by the Secretary of a written notification.
Section 7.06. Removal. An officer may be removed by majority vote of the Board whenever, in the Board’s judgment, the best interests of the PTO will be served thereby.
Section 7.07. Vacancies. A vacancy occurring in any office may be filled by a majority vote of remaining Board members.
Section 7.08. Officers’ Duties. Duties and responsibilities of officers will include the following:
a. All officers shall perform the duties prescribed in the parliamentary authority in addition to those outlined in these bylaws and those assigned.
b. All officers shall deliver to their successors all official material and supplies no later than five days following the assumption of duties by the new officers.
c. The Presidents shall alternately preside at all PTO meetings with the presiding officer being determined by location of the meeting (i.e. WPS representative presides at meetings held on WPS campus).
d. The Vice President shall act as aid to the President and in their designated order perform the duties of the President in the absence or inability to serve.
e. The Secretary shall record the minutes of all meetings of the organization and of the Board and place copies of minutes of all meetings in the school office. Copies should be sent to all attendees, Board members, and the school web administrator for posting, within one week of the meeting date.
f. The Treasurer shall keep an accurate record of receipts and expenditures of the PTO; shall pay out funds in accordance with the Board; shall report at each regular meeting on the status of the PTO’s finances; shall determine that appropriate procedures are being followed in the financial affairs of the PTO; and shall make copies of the monthly reports available in the school office.
g. The Fundraising Coordinator shall oversee all fundraising activities of the PTO; shall serve as an ad hoc member of all fundraising committees; and shall report on fundraising activities to the Board.
Section 7.09. Compensation. Officers shall serve without compensation, with the exception that expenses incurred in the furtherance of the PTO’s business are allowed to be reimbursed with documentation and prior approval. In addition, officers serving the corporation in any other capacity are allowed to receive compensation therefore.
ARTICLE VIII
FINANCIAL AND LEGAL ADMINISTRATION
Section 8.01. Annual Budget. The annual budget shall be determined by the Board and approved by the members.
Section 8.02. Division of Funds. The division of funds raised shall be as follows:
a. Funds raised during a school year are to be budgeted for the following school year.
b. Any monies collected by an individual school shall remain in the budget for that school.
c. PTO operating expenses shall be taken from funds collected from PTO-sponsored joint-school functions.
d. Remaining monies from PTO-sponsored joint-school functions shall be split between WES and WPS based upon the population of each school on the last day of the fundraising school year.
Section 8.03. Checks, Drafts, Etc. All checks, orders for the payment of money, bills of lading, warehouse receipts, obligations, bills of exchange, and insurance certificates shall be signed or endorsed by one of the following officers given that authority: Treasurer, President or Board-designated school staff member. Any check written for an amount greater than $1,000 shall require two (2) signatures.
Section 8.04. No authorized reimbursement may be endorsed by the party receiving the reimbursement.
Section 8.05. Deposits and Accounts. All funds of the PTO shall be deposited from time to time in general or special accounts in such banks, trust companies, or other depositories as the Board may select. For the purpose of deposit and for the purpose of collection for that account of the PTO, any officer or agent of the PTO may deliver checks, drafts, and other orders of the PTO on behalf of the PTO.
Section 8.06. Account Reconciliation. Resolution of all bank accounts operated by the PTO shall be conducted by an Assistant Treasurer (or other individual appointed by the Board and without check-signing authority) in preparation for the monthly financial report.
Section 8.07. Investments. The funds of the PTO may be retained in whole or in part in cash or be invested and reinvested on occasion in such guaranteed funds (i.e., Certificates of Deposit [C.D.s]) as the Board in its sole discretion may deem desirable and which are permitted to organizations exempt from federal income taxation under Section 501(c)(3) of the Internal Revenue Code.
Section 8.08. Fiscal Year. The PTO fiscal year shall begin July 1st and end June 30th.
Section 8.09. Accountability. Correct books of account of the activities and transactions of the PTO shall be kept at the office of the PTO, with copies in the WES main office, and are subject to review and audit on a yearly basis. Corporate records shall include a minute book, which shall contain a copy of the Certificate of Incorporation, a copy of these bylaws, and all minutes of meetings of the Board and membership.
Section 8.10. Dissolution. In the event of the dissolution of the corporation, the Board shall, after paying or making provision for the payment of all just debts and liabilities of the corporation, dispose of the remaining assets of the corporation exclusively to an organization whose purposes are similar to those of this corporation and that has an Internal Revenue Service determination or ruling of tax exemption under Section 501(c)(3) and 170(c)(2) of the Internal Revenue Code of 1954 or comparable provisions of federal statutes then in effect.
ARTICLE IX
COMMITTEES
Section 9.01. Formation of Committees. The Board may, as deemed necessary to promote the objectives of the organization, and by resolution adopted by a majority of the Board members, establish standing and/or ad hoc committees composed of at least two persons.
Section 9.02. Committee Membership. A committee must consist of at least two persons, and may include members of the PTO who are not Board members. The Presidents shall be members ex officio of all standing and/or ad hoc committees with the exception of the nominating committee.
Section 9.03. Committee Chairs and Duties. The Board may make such provisions for the appointment of the chair of such committees; establish such procedures to govern their activities, and delegate thereto such authority as may be necessary or desirable for the efficient management of the PTO.
ARTICLE X
PARLIAMENTARY AUTHORITY
At all meetings of the Board and membership, the rules contained in the current edition of Robert’s Rules of Order shall govern, provided they are not inconsistent with these bylaws and any special rule of order this corporation may adopt.
ARTICLE XI
INDEMNIFICATION
Every member of the Board, officer or employee of the organization may be indemnified by the organization against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such members of the Board, officer or employee in connection with any threatened, pending, or completed action, suit or proceeding to which she/he may become involved by reason of his/her being or having been a member of the Board, officer, or employee of the organization, or any settlement thereof, unless adjudged therein to be liable for negligence or misconduct in the performance of his/her duties. Provided, however, that in the event of a settlement the indemnification herein shall apply only when the Board approves such settlement and reimbursement as being in the best interest of the organization. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights which such member of the Board, officer or employee is entitled.
ARTICLE XII
AMENDMENT OF BYLAWS
These bylaws may be amended or repealed, and additional bylaws adopted, at any regular, special, or annual meeting of the PTO membership by the affirmative vote of a majority of the members present and voting, provided notice of the proposed amendment shall have been given at least five days prior to the meeting at which such action is taken.
