Read and adopted at regularly scheduled meeting, January 15, 2019.

BYLAWS OF GLADE HILL ELEMENTARY SCHOOL

PARENT TEACHER ORGANIZATION (PTO)

GLADE HILL, VIRGINIA

Article I – Name

The full name of the organization shall be the GLADE HILL ELEMENTARY SCHOOL PARENT TEACHER ORGANIZATION (PTO). For brevity’s sake, the organization may also do business as GLADE HILL ELEMENTARY PTO.

Article II – Purpose

The purposes of the organization shall be to promote or support any program, which in the judgement of the membership enhances the welfare and education of children, especially any programs or activities which strengthen home and school or the ties between the two, with particular emphasis on Glade Hill Elementary School and the children who attend it, and the homes represented by them. To do any and all things necessary to promote in any way the best interests of Glade Hill Elementary School and its students.

Article III – Membership

Section 1. Membership shall consist of any persons who will undertake the purposes of the organization, with particular emphasis on the faculty and staff of Glade Hill Elementary School and the parents or guardians of the students enrolled thereof. The principal and any teacher employed at the school may be a member and have voting rights. Members have one vote per household.

Article IV – Officers and Elections

Section 1. Officers. The officers shall be a president, vice president, secretary, and treasurer. In addition to the duties listed below, each officer will also perform other such duties as applicable to the office as prescribed by the parliamentary authority of this organization.

a. President. The president shall preside over meetings of the organization and executive board, 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 except the nominating committee, and coordinate the work of all the officers and committees so that the purpose of the organization is served.

b. 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. The vice president shall also oversee the committees of this organization.

c. Secretary. The secretary shall keep all records of the organization, take and record minutes, and send a newsletter corresponding all meeting information will be sent home to the PTO members. The secretary also keeps a copy of the minutes book, bylaws, rules, membership list, and any other necessary supplies, and brings them to meetings.

d. Treasurer Officer. The treasurer officer shall keep records of all funds of the organization, keep an accurate record of receipts and expenditures, and be notified of all paid out funds in accordance with the approval of the executive board. 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.

Section 2. Eligibility. Members are eligible for office if they are members in good standing at least 6 months before the nominating committee presents its slate. Members may only be eligible for office if they have a current student enrolled at Glade Hill Elementary School.

Section 3. Nominations and Elections. Elections will be held at the second to last meeting of the school year. The nominating committee shall select a candidate for each office and present the slate at a meeting held one month prior to the election. At that meeting, nominations may also be made from the floor. Voting shall be by voice vote if a slate is presented. If more than one person is running for an office, a ballot vote shall be taken.

Section 4. Terms of Office. Officers are elected for one year.

Section 5. Removal From Office. 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.

Section 6. 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.

Article V – Meetings

Section 1. Regular Meetings. The regular meeting of the organization shall be on the same day and at the same time each month, to be determined by the executive board.

Section 2. Special Meetings. Special meetings may be called by the president, any two members of the executive board, or five general members submitting a written request to the secretary. Previous notice of the special meeting shall be sent to the members at least 10 days prior to the meeting, by electronic communication.

Section 3. Annual Meeting. The annual meeting will be held at the April regular meeting. The annual meeting is for receiving reports, electing officers, and conducting other business that should arise.

Section 4. Quorum. The quorum shall be 7 members of the organization.

Section 5. Notification of Meetings. Members will be notified of the meetings via email at least one week prior to the meeting.

Article VI – Executive Board

Section 1. Membership. The Executive Board shall consist of the officers, principal, and standing committee chairs.

Section 2. Duties. The duties of the Executive Board shall be to transact business between meetings in preparation for the general meeting, create standing rules and policies, create standing and temporary committees, prepare and submit a budget to the membership, approve routine bills, and prepare reports and recommendations to the membership.

Section 3. Meetings. Regular meetings shall be held monthly, on the same day and at the same time each month, to be determined by the board. Special meetings may be called by any two board members, with 24 hours’ notice.

Section 4. Quorum. Half the number of board members plus one constitutes a quorum.

Article VII – Committees

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

Section 2. Standing Committees. The following committees shall be held by the organization: Fundraising, Membership, Nominating, and Audit.

Section 3. Additional Committees. The board may appoint additional committees as needed.

Article VIII – Finances

Section 1. A tentative budget shall be drafted at the April Meeting for the following school year and approved at a fall meeting 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 board shall approve all expenses of the organization.

Section 4. Two authorized signatures shall be required on each check. Authorized signers shall be the president, vice-president and secretary.

Section 5. The treasurer shall prepare a financial statement at the end of each month, to be reviewed by the Audit Committee.

Section 6. The fiscal year shall coordinate with the calendar year.

Section 7. 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 IX – Parliamentary Authority

Robert’s Rules of Order shall govern meetings when they are not in conflict with the organization’s bylaws or any other special/ standing rules.

Article X – Standing Rules

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

Article XI – Dissolution

The organization may be dissolved with previous notice (14 calendar days) and a two-thirds vote of those present at the meeting.

Article XII – Amendments

These bylaws may be amended at any regular or special meeting, providing that previous notice was given in writing at the prior meeting and then sent to all members of the organization by the secretary. Notice may be given hard copy, or electronic communication. Amendments will be approved by a two-thirds vote of those present, assuming a quorum.

Article XIII – 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. 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.

Section 2. Definitions.

a. 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.

b. Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

i. An ownership or investment interest in any entity with which the organization has a transaction or arrangement;

ii. A compensation arrangement with the organization or with any entity or individual with which the organization has a transaction or arrangement; or

iii. 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

a. 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.

b. 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

c. Procedures for Addressing the Conflict of Interest.

i. 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.

ii. 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.

iii. 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

iv. 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.

d. Violations of the Conflict of Interest Policy.

i. 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.

ii. 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.

Section 4. 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.

Section 5. 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:

o Has received a copy of the conflict of interest policy;

o Has read and understood the policy;

o Has agreed to comply with the policy; and

o 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.

Article XIV – 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 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 XV – Use of Outside Experts

When conducting the periodic reviews as provided for in Section 6, 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.

ARTICLES OF INCORPORATION

GLADE HILL ELEMENTARY SCHOOL

PARENT TEACHER ORGANIZATION (PTO)

The undersigned, intending to form a Virginia non-stock corporation pursuant to Chapter 10 of Title 13.1 of the Code of Virginia, state(s) as follows:

ARTICLE I

CORPORATE NAME

The name of the corporation is GLADE HILL ELEMENTARY SCHOOL PARENT TEACHER ORGANIZATION (PTO).

ARTICLE II

PURPOSES

The Glade Hill Elementary School PTO is dedicated to nurturing an environment that enriches learning through communication, information, and support for the Franklin County School District community. The organization is organized exclusively for the 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”). The purpose for which the corporation is organized is to conduct any and all lawful business for which corporations can be organized pursuant to Virginia statute, including but not limited to:

Promoting the education and well-being of all children at home, in school, and in the community.
Providing a forum for discussion and foster communication between parents, administrators, educators and the community.
Enhancing the educational facilities and opportunities for the students of Glade Hill Elementary School, which are not otherwise provided for in the school budgets.
Promoting volunteer programs and resources for GLADE HILL ELEMENTARY SCHOOL PTO.
Sponsoring projects and events for the benefit of Glade Hill Elementary School students.
Raising funds as required to provide for all the above objectives.

ARTICLE III

MEMBERS

Membership shall consist of any persons who will undertake the purposes of the organization, with particular emphasis on the faculty and staff of Glade Hill Elementary School and the parents or guardians of the students thereof.

ARTICLE IV

OFFICERS

The Officers shall consist of a President, Vice-President, Secretary and Treasurer. The officers shall be elected by the members.

ARTICLE V

REGISTERED AGENT AND OFFICE

The name of the corporation’s initial registered agent is Patricia Rhodes, is a resident of Virginia and an initial officer of the corporation.

The address of the corporation’s initial registered office, which is identical to the business office of the initial registered agent, is 8081 Old Franklin Turnpike, Glade Hill, Virginia 24092. The registered office is located in the County of Franklin.

ARTICLE VI

INITIAL DIRECTORS

The Corporations’ initial Board of Directors and Officers shall be comprised of the following persons:

Patricia Rhodes

Lynn Roe

Becca Aveline

Wanda Ayersmanning

Directors shall be elected at the first annual members’ meeting and at each annual meeting thereafter.

ARTICLE VII

LIMITATIONS AND RESTRICTIONS

Glade Hill Elementary School PTO will not:

Attempt to influence legislation.
Pay compensation to any officers, directors or trustees.
Donate funds or pay expenses for individual(s).
Conduct activities or provide grants or other assistance to individual(s) or organization(s) outside the United States.
Engage in financial transactions (for example, loans, payments, rents, etc.) with any of our officers, directors or trustees, or an entities they own control.
Have unrelated business gross income of $1,000 or more during a tax year.
Operate bingo or other gaming activities.
Provide disaster relief.

ARTICLE VII I

DISSOLUTION

Upon Dissolution of the corporation, its assets shall be disposed of exclusively for the purposes of the corporation or distributed to such organizations organized and operated exclusively for charitable purposes which shall, at the time, qualify as exempt organizations under section 501(c)(3).

Signed by the Incorporator(s) as of August 23, 2018.

Glade Hill Elementary School PTO

Author: gladehillpto

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