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BYLAWS

GLACIER CREEK MIDDLE SCHOOL PTO BYLAWS

Approved by the Board 3/23/2017

 

ARTICLE I: Name


 

The organization name shall be Glacier Creek Middle School Parent Teacher Organization, Inc. (GCMS PTO)

 

ARTICLE II: Purpose

 

The corporation is organized and will be operated exclusively for charitable and educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code or corresponding sections of any future federal tax code.  Specifically, the corporation is organized to support the education of children at Glacier Creek Middle School by fostering relationships between the school, parents and teachers.  In pursuance of these purposes it shall have the powers to carry on any business or other activity which may be lawfully conducted by a corporation organized under the Wisconsin Nonstock Corporations Act, whether or not related to the foregoing purposes, and to do all things necessary, proper and consistent with maintaining tax-exempt status under section 501(c)(3).

 

ARTICLE III: Basic Policies

 

The following are the basic policies of Glacier Creek Middle School PTO.

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  1. The organization shall be noncommercial, nonsectarian, and nonpartisan.

  2. The organization shall work with schools and community to provide quality education for all children and youth and shall seek to participate in the decision-making process establishing school policy, recognizing that the legal responsibility to make decisions has been delegated to boards of education, state education authorities, and local education authorities.

  3. The organization shall work to promote the health and welfare of children and youth and shall seek to promote collaboration between parents, schools, and the community at large.

  4. No part of the net earnings of the organization shall inure to the benefit of, or be distributable to, its members, directors, trustees, officers, or other private persons except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II hereof.

  5. Notwithstanding any other provisions of these articles, the organization shall not carry on any other activities not permitted to be carried on (i) by an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code or (ii) by an organization. The contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

  6. The organization shall follow Glacier Creek Middle School policies in consideration of the acceptance of volunteers for any PTO sponsored activity.

  7. The organization or members in their official capacities shall not, directly or indirectly, participate or intervene (in any way, including the publishing or distributing of statements) in any political campaign on behalf of, or in opposition to, any candidate for public office; or devote more than an insubstantial part of its activities to attempting to influence legislation by propaganda or otherwise.

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ARTICLE IV: Membership and Dues

 

Any person who is a parent/guardian, administrator, teacher or support staff of Glacier Creek Middle School is considered a member of the GCMS PTO.  Membership dues, if any, shall be established by the board of directors.  Membership in the PTO shall be made available without regard to race, color, creed, or national origin.  Voting rights shall be limited to the current executive board of directors and advisory members, namely, the organizational board.

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ARTICLE V: Officers and Elections

 

The officers of this organization shall consist of a president, vice-president, secretary and a treasurer.  Any of these positions may be held as a co-officer position.  These officers will be considered the executive board.  Additional board members will be considered advisory members of the board.  The executive board and the advisory members together will be considered the organizational board.

  1. Officers shall be elected by ballot in the month of May.  However, if there is but one nominee for any office, election for that office may be by voice vote.

  2. Officers shall assume their official duties following the close of the meeting in May and shall serve for a minimum term of two years or until their successors are elected.

  3. VACANCIES - A vacancy occurring in any office shall be filled for the unexpired term by any member that has either volunteered or been nominated for said position and with a majority vote of the organizational board.

    1. In the event of a vacancy in the office of president, any organizational board member may assume this position with a majority vote of the organizational board. 

 

ARTICLE VI: Duties of Officers

 

  1. The President shall:

    1. Preside at all meetings of the organization

    2. Set agendas

    3. Send out notices for open meetings or other announcements

    4. Set event calendar (with board assistance) for school year and budget with treasurer

    5. Review and sign off on bank statements and profit/loss statement as needed

    6. Act as liaison with school principal and secretary, advising of PTO calendar/activities and promoting staff involvement in meetings

 

  1. The Vice-President shall:

    1. Act as aide to the President

    2. Fill all chairman positions for different committees

    3. Compile volunteer lists

    4. Distribute list of volunteers to each chairperson along with the “Chairman Packet”

    5. Follow up with the chairman approximately one month prior to event to answer any questions and ensure event is on track

    6. Follow up with chairman after event to discuss what went well and could have been improved upon

    7. Send thank you notes to chair people

 

  1. The treasurer shall:

    1. Have custody of all the funds of the organization

    2. Keep a full and accurate account of receipts and expenditures

    3. Make the disbursements as authorized by the president, executive and organizational board in accordance with the budget adopted by the organization

    4. Balance bank statement and prepare profit/loss statement each month

    5. Pay bills promptly

      1. Have checks $500 or over reviewed by the President

      2. Insurance due Sept of every new school year

    6. Maintain records including event expenditures

    7. Maintain special accounts such as music, library, book room and discount cards

    8. “close-out” year-end balance sheet by July 31

    9. Send out year-end information for audit by July 31 or as such time there is a change in the treasurer position.  The audit should be signed and dated by the auditor or auditing committee.  The auditing committee cannot consist of any officers of the organizational board nor be related by blood, marriage or living in the same household to any signer from the audit year

    10. Submit tax information to accountant by Oct. 1 for submissions to IRS by Nov. 15

    11. Prepare classroom allotments for distribution during National Education Week(Nov.)

    12. Be available for chairman questions

    13. Prepare the budget for the next school year in May, along with the President

 

  1. The secretary shall:

    1. Prepare minutes for each meeting

    2. Reserve meeting rooms for all meetings and events through the district website

    3. Maintain the by-laws and update as needed/required

    4. Purchase staff gifts for holidays, special occasions, and Admin. Assistant day

    5. Send general thank you notes as applies for PTO board activities

    6. Maintain executive and organizational board roster

    7. Submit weekly eNews updates

 

  1. Advisory members shall:

    1. Volunteer on at least one committee per year

    2. Attend meetings

 

  1. All officers shall: 

    1. Perform the duties outlined in these bylaws and those assigned from time to time.  Upon the expiration of the term of office or in case of resignation, each officer shall turn over to the president, without delay, all records, books, and other materials pertaining to the office, and shall return to the treasurer all funds pertaining to the office.

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ARTICLE VII: Organizational Board

 

The organizational board shall consist of the executive officers of the association, the Principal of Glacier Creek Middle school and/or appointed representatives and advisory members.  Any parent of a child attending Glacier Creek Middle School or a teacher at Glacier Creek Middle School is eligible to be an advisory member on the board.  Advisory members will have full voting rights.

 

The duties of the organizational board shall be:

  1. To transact necessary business in the intervals between organization meetings and such other business as may be referred to it by the organization

  2. To create committees as deemed necessary

  3. To select an auditor or auditing committee to audit the treasurer’s accounts

  4. To prepare and submit to the organizational board for adoption a budget for the coming year in May

  5. To approve routine bills within the limits of the budget

  6. Set policies and procedures as necessary in the normal course of business

       

ARTICLE VIII: Meetings of the Organization

 

Meetings of the organizational board:

  1. Regular meetings of the organizational board shall be held monthly during the school year, the time to be fixed by the board at its first meeting of the year. 

  2. A majority of the board members shall constitute a quorum

  3. Special meetings of the organizational board may be called by the president or by a majority of members of the board, 2 days notice having been given.

 

ARTICLE IX: Committees

 

  1. Only members of the organization shall be eligible to serve in any elective or appointive positions.

  2. The executive board may create such committees, as it may deem necessary, to promote and carry out the objectives of the organization.  The term of each chair shall be 1 year or until the selection of a successor.

  3. The board shall follow the same policies of Glacier Creek Middle School with regards to accepting volunteers for PTO sanctioned events.

 

ARTICLE X: Conflict of Interest

 

  1. Purpose

    1. 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.

 

  1. 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 or arrangement;

      2. A compensation arrangement with the organization or with any entity or individual  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. A financial interest is not necessarily a conflict of interest. Under Section 3b, 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.

 

  1. Procedures

    1. 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 who are considering the proposed transaction or arrangement.

    2. 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 whether a conflict of interest exists.  

 

  1. Procedures for Addressing the Conflict of Interest

    1. 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.

    2. 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.

    3. 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.

    4. 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.

    5. Violations of the Conflicts of Interest Policy.

      1. 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.

      2. 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.

 

  1. 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 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.

  2. 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.

 

  1. Compensation

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.

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

  2. 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.

 

  1. 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:

  1. Has received a copy of the conflict of interest policy;

  2. Has read and understood the policy;

  3. Has agreed to comply with the policy; and

  4. Understands that the organization is charitable and that in order to maintain its federal tax-exempt status it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

 

  1. 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.

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The periodic reviews shall, at a 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 for goods and services, further charitable purposes, and do not result in inurement, impermissible private benefit, or an excess benefit transaction.

 

  1. Use of Outside Experts

When conducting the periodic reviews the organization may, but need not, use outside advisers. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring that periodic reviews are conducted.

 

ARTICLE XI: Fiscal Year

 

The fiscal year of this PTO shall begin on July 1 and end on June 30.

 

ARTICLE XII: Parliamentary Authority

 

The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the organization in all cases in which they are applicable and in which they are not in conflict with these bylaws.

 

ARTICLE XIII: Amendments

 

These bylaws may be amended at any regular meeting of the organization by a majority vote of the organizational board, provided that notice of the amendment has been given at least 14 days prior to the meeting which the amendment is voted upon. 

 

A committee may be appointed to submit a revised set of bylaws as a substitute for the existing bylaws by a majority vote at a meeting of the organization.  The requirements for adoption of a revised set of bylaws shall be the same as in the case of an amendment.

 

ARTICLE XIV: Finances

 

  1. Annual Budget

    1. The annual budget will be determined by the President and the Treasurer then presented for vote to the organizational board at the May meeting each year. 

 

  1. Distribution of Funds

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GMSC PTO will make distributions to Glacier Creek Middle School for the enhancement of the educational environment for our students, the fostering of parent involvement and the building of community spirit.  GMSC PTO provides goods and services not otherwise possible within the school's normal resources such as educational assemblies, educational equipment, books and software and family fun events.

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  1. Checks will be signed by the Treasurer only as directed in accordance with the budget. 

  2. Any check to be disbursed that is $500 or over must first be approved by the President of the organization. 

  3. All disbursements require a receipt or other documentation on school letterhead signed by the principal.  We also will ask that the principal describe the use of the disbursement at a PTO meeting so that the details can be in the official meeting minutes.

  4. All records regarding disbursement of funds are kept in the treasurer files.  These files capture the details of every disbursement including date, amount, check number, reason for expense, person requesting and appropriate signatures.

 

ARTICLE XV: Dissolution

 

Upon the dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.

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