Salem Hills PTO Bylaws

Adopted May 22, 2018

ARTICLE I -Name

The name of this organization is the Salem Hills Elementary School Parent Teacher Organization (SH PTO) located in Inver Grove Heights, Minnesota at the Salem Hills Elementary School (“Salem Hills” or “the school”) which is physically located in Dakota County, and also houses the Atheneum Gifted Magnet program.

ARTICLE II – Purpose

The SH PTO is organized exclusively for charitable, religious, educational, and scientific purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

The Purpose of this corporation is:

To enhance the educational facilities, programs and services for the students of Salem Hills Elementary School not otherwise provided for in the school budgets.
To raise funds and promote involvement in school activities beneficial to all Salem Hills students.
To bring into closer relation the home and the school, that parents and teachers may cooperate intelligently in the education of children and youth.
To support Salem Hills Elementary School in creating a safe, inclusive, empathetic and academically challenging learning environment.
The organization is organized exclusively for the charitable, scientific, literary, or educational purposes within the meaning of Section 501(C) (3) of the Internal Revenue Code or corresponding Section of any future Federal tax code (hereinafter “Internal Revenue Code”).

ARTICLE III – MEMBERSHIP AND DUES

Section 1. Membership. Any parent, guardian, or other adult standing in “loco parentis” for a student at the school may be a member and shall have voting rights if the student (s) has been registered in the school for at least 14 days. The principal and any teacher or staff member employed at the school may be a member and have voting rights.

Section 2. Dues. Membership is currently free of charge. Dues, if any, will be established by the executive board. If dues are charged, a member must have paid his or her dues at least 14 calendar days before the meeting to be considered a member in good standing with voting rights.

Section 3. Voting privileges. There shall be one vote per member. The bylaws of all constituent organizations shall prohibit voting proxy. A 2/3 vote of any members attending at any meeting shall constitute a quorum necessary for the transaction of business.

Section 4. Voting made be done by voice, or at any request of a member, by ballot.

Section 5. Absentee voting. For the election of executive board members, SH PTO may allow for an absentee ballot vote. Votes may be submitted to the official SH PTO email address, or delivered in person to the SH PTO mailbox prior to the meeting, and would include the vote for executive officers, the name of the member, name(s) of student(s) and household address.

Section 6. The membership year will run from August 1 through July 31 of each year.

ARTICLE IV – OFFICERS AND ELECTION

Section 1. At a minimum, the officers shall include a president, vice president, treasurer and secretary, with an optional communications officer. Officer positions can be shared in every executive role but president. Shared positions require a shared responsibility plan submitted to the other members of the executive board for approval before the September meeting. The same person cannot serve in two official officer positions at the same time. Role of each SH PTO officer is outlined as follows:

The president shall preside over meetings of the organization and executive board, prepare the agenda, send notice of meetings, serve as the primary contact for the principal, represent the organization at meetings outside the organization, serve as an ex officio member of all committees, and coordinate the work of all the officers and committees so that the purpose of the organization is served.
Vice President. The vice president shall assist the president and carry out the president’s duties in his or her absence or inability to serve.
Recording Secretary. The secretary shall keep all records of the organization, take and record minutes, handle correspondence, and promoting meetings to the membership. The secretary also keeps a copy of the minutes book, bylaws, rules, and any other necessary supplies, and brings them to meetings. If there is no Communications Secretary, the Recording Secretary shall assist, along with the President and Vice President, the duties of the Communications Secretary.
The treasurer shall receive all funds of the organization, keep an accurate record of receipts and expenditures, make disbursements as authorized by the president, executive board, or organization in accordance with the budget adopted by the organization, and pay out funds in accordance with the approval of the executive board. The treasurer will be responsible for annual filing of taxes. The treasurer will have checks or vouchers signed by two authorized persons. He or she will present a financial statement at every meeting and at other times of the year when requested by the executive board, and make a full report at the end of the year. The treasurer will have the accounts examined annually or upon change of officers by an auditor or an auditing committee of not fewer than three members, which can include both remaining executive board members and/or any other voting member, who, satisfied that the treasurer’s annual report is correct, shall sign a statement of that fact at the end of the report; and submit the books annually for an audit by an auditing committee selected by the executive board at least two weeks before the meeting at which new officers assume duties. The treasurer will be responsible for securing any and all insurance and licensing for the SH PTO.
Communications Secretary. The Communications officer shall maintain the SH PTO website and Facebook page, and shall promote meetings via online channels. The Communications Secretary shall coordinate the drafting a flyer or brochure to send out at the start of the school year with at minimum, meeting dates and locations. If the Communications Secretary position remains vacant, the executive board will share equally in the management of the Communications Secretary tasks.

Section 2. Nominations and Elections. Officers shall be elected by ballot in the month of May of each school year. However, if there is only one nominee for any office, upon motion from the floor, the election may be by voice vote. If more than one person is running for an office, a ballot vote shall be taken. Nominations can be made at any time of the year, both in person or by written submission.

Section 3. Eligibility. Members are eligible for office if they are members in good standing at least 14 calendar days before the vote.

Section 4. Terms of Office. Officers are elected for a term of up to two years and may serve no more than two (2) consecutive terms in the same office, unless there are not any nominees for said position. At a nominee’s discretion, the nominee may chose to run for a one year term, instead of a two year term. Term length must be determined on or before the day of the election.

Section 5. Vacancies. If there is a vacancy in the office of president, the vice president will become the president. At the next regularly scheduled meeting, a new vice president will be elected. If there is a vacancy in any other office, members will fill the vacancy through an election at the next regular meeting. At the time of the vacancy, 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, without delay, all funds pertaining to the office.

Section 6. Removal From Office/Expiration of Term. Officers can be removed from office with or without cause by a two-thirds vote of those present (assuming a quorum) at a regular meeting where previous notice has been given. All officers shall 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, without delay, all funds pertaining to the office.

ARTICLE V – MEETINGS

Section 1. All regular meetings of the organization shall be held on the second Tuesday of each month during the school year in the evening, at the school, with one exception made for either a morning meeting or alternative location meeting to better accommodate the needs of all members. The morning or alternate location will be set at the September meeting or earlier in the year. If a change in meeting time is necessary, 7 days notice will been given of change of date. In case of inclement weather, the meeting schedule shall be dictated by the Salem Hills school cancellation policy. The annual meeting will be held at the May regular meeting. The annual meeting is for receiving reports, electing officers and conducting other business that should arise.

Section 2. Special meetings of the association may be called by the president or by a majority of the executive board, 7 days notice having been given.

2nd Tuesdays

Section 3. Quorum. Half the number of executive board members plus two constitutes a quorum.

ARTICLE VI – COMMITTEES

Section 1. Membership. Committees may consist of members and board members, with the president acting as an ex officio member of all committees.

Section 2. Standing Committees. The executive board may create or eliminate such standing committees as it may deem necessary to promote the Purposes of the SH PTO and carry on the work of the organization. Committees may include, but are not limited to: carnival, fundraising, Family Fun Nights, Book Fair, Staff Appreciation, Auditing Committee. The chairperson of each standing committee shall be available to present a plan of work to the executive board for approval as appropriate. No committee work shall be undertaken without the consent of the board.

ARTICLE VII– FINANCES

Section 1. A tentative budget shall be drafted in the fall for each school year and approved by a majority vote of the members present.

Section 2. The treasurer shall keep accurate records of any disbursements, income, and bank account information.

Section 3. The executive board shall approve all expenses of the organization.

Section 4. The treasurer shall prepare a financial statement at the end of the year, to be reviewed by the Audit Committee. The fiscal year shall coordinate with the school year, beginning on August 1 and ending on July 31 annually.

Section 5. Upon the dissolution of the organization, any remaining funds should be used to pay any outstanding bills and, with the membership’s approval, spent for the benefit of the school.

ARTICLE VIII – PARLIAMENTARY AUTHORITY and STANDING RULES

Section 1. Robert’s Rules of Order shall govern meetings when they are not in conflict with the organization’s bylaws.

Section 2. Standing rules may be approved by the Executive Board, and the secretary shall keep a record of standing rules for future reference.

ARTICLE IX – DISSOLUTION

The organization may be dissolved with previous notice (14 calendar days) and a 2/3 vote of those present at the meeting.

Article X – CONFLICT OF INTEREST 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. SH PTO will follow any and all applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Section 2. Definitions.

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:
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 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 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.

Section 3. Procedures.

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.
A determination will be made as to whether a conflict exists.
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.

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.

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 Conflict of Interest Policy.
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. Appropriate action will be taken to rectify the conflict.

Section 4. Records of Proceedings. The minutes of the governing board and all committees with board delegated powers shall contain:

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.
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.

Section 5. Compensation.

No member of the SH PTO governing board shall receive monetary compensation for their service as a board member.

Section 6. Annual Statements. The conflict of interest policy will be reviewed annually at the September meeting. Copies of the policy will be provided at the September meeting, but will be available online, either through a SH PTO website or Facebook page, and available from the secretary. Officers and PTO members will be asked to affirm that they have:

read and understood the policy;
agreed to comply with the policy; and
Understand 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.

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 reviews shall, at a minimum, include the following subjects:

The reasonableness of compensation arrangements and benefits, if any.
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.

Article XI – AMENDMENTS

Amendments to these bylaws may be proposed by any member of the organization at any regular meeting. Proposed revisions will be presented at a meeting and then referred to a committee by the board. The committee will consider the proposed revisions and return a recommendation at the following meeting. Special notice will be made to members of the proposed amendment and committee meetings. Any meetings of this committee must be open to all members. All amendments must be approved by two-thirds of all voters present.

Adopted May 22, 2018