Washington School Parent-Teacher Organization

 

Westfield, New Jersey, Inc.

 

BY-LAWS

 

 

ARTICLE I

Name

 

The name of the Organization shall be the Washington School Parent-Teacher Organization Westfield, New Jersey, Inc. (The Organization or the PTO).

 

 

ARTICLE II

ARTICLES OF ORGANIZATION

 

The Organization is a not-for-profit corporation organized under the laws of New Jersey. Its “Article of Organization” comprise the Certificate of Incorporation filed March 13, 2002 and these By-Laws as from time to time amended.

 

 

ARTICLE III

PURPOSE

 

The Purpose of the Organization is to support and enhance the social, emotional, and educational experiences of all children attending Washington Elementary School (the “School”), including:

 

  1. To support parents and teachers in creating a positive learning environment.
  2. To raise funds for the benefit of the school community.
  3. To bring into closer relation the home and the School, that parents and teachers may cooperate intelligently in the education of the children.
  4. To develop between educators and the general public such united efforts as will secure for all children the highest advantages in physical, mental and social education.

 

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 of any corresponding section of any future Federal tax code.

 

 

ARTICLE IV

BASIC POLICIES

 

The following are the basic policies of the Organization:

 

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

 

  1. The name of the Organization or the names of any member of the Organization in their official capacities shall not be used to endorse or promote a commercial concern in connection with any partisan interest or for any purpose not appropriately related to the promotion of the purposes of the Organization.

 

  1. The Organization shall not directly or indirectly participate or intervene in any political campaign on behalf of, or in opposition to, any candidate for public office; or to devote more than an insubstantial part of its activities to attempting to influence legislation by propaganda or otherwise.

 

  1. The Organization shall work with the School to provide quality education for all children enrolled therein and shall seek to participate in the decision making process establishing school policy recognizing that the legal responsibility to make decisions has been delegated by the people of boards of education, state education authorities, and local education authorities.

 

  1. No part of the net earnings of the Organization shall benefit or be distributable to its members, directors, trustees, officers, or their private members for their expenses incurred and make payments and distributions furtherance of the purpose set forth in Article III.

 

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

 

  1. Upon dissolution of the Organization, the Board (as hereinafter defined) shall, after payment of all liabilities, dispose of all assets of the corporation conclusively for the purpose and in such manner or to such an organization organized and operated exclusively for educational purposes as shall at the time qualify for exemption under Section 501(c)(3) of the Internal Revenue Code.

 

 

ARTICLE V

MEMBERSHIP AND DUES

 

Membership and Dues: Any parent or guardian of a current School student or a current School faculty member interested in the Organization and willing to uphold its policies and subscribe to its by-laws may become a member upon payment of dues, as determined by the Board.

 

Only members in good standing of the Organization shall be eligible to participate in its business meetings or to serve in any of its elective or appointed positions. A member in good standing is any member who subscribes to the by-laws of the Organization and is current in payment of their membership dues.

 

The membership year shall be July 1-June 30.

 

 

ARTICLE IV

OFFICERS AND THEIR ELECTION

 

Section 1:

 

  1. The officers of the Organization shall be Co-Presidents (2), Vice President of Family Engagement, Vice President of Education, Vice President of Fundraising, Vice President of Technology, Secretary, Advisor and Treasurer. 

 

  1. Officers shall be elected at the annual Spring meeting by a majority of those members present. At the minimum, five (5) Board members shall serve in a voting quorum. At the Spring meeting, the Nominating Committee shall present a slate consisting of the candidates for the offices of the president-elect and vacant at-large positions on the Board (hereinafter defined at Article VIII) . Additional nominations for at-large positions may be made, with the consent of the nominee, from the floor. The person receiving the largest number of votes cast for each office or position to be filled shall be declared elected. In case of a tie vote, the Board Advisor will be the determining vote.

 

  1. The Nominating Committee will consist of the Co-Presidents and the remainder of the current Board.

 

  1. Election shall be by ballot if there is more than one candidate for an office, otherwise, it shall be by a voice vote.  In order to expedite the business of the PTO, the Board, Committees and the PTO may conduct business by voting virtually via designated technology with the approval of the PTO Co-Presidents. The designated technology shall restrict voting to one ballot per member.

 

  1. Officers shall assume their official duties at the close of the fiscal year on July 1st and shall serve for the term as described below until June 30th.  No person shall serve more than two consecutive terms in the same office.

 

    1. Co-Presidents shall serve a two (2) year term and then will be asked to move into Advisor position at the end of their respective second term for a period of one (1) year.

 

    1. All other officers shall serve a two (2) year term.

 

Section 2:

 

If the Board Advisor wishes to run for the Board, then an alternate will step in to fulfill the Board Advisor role. The alternate shall be defined as a departing or departed Board member or a PTO general member with extensive knowledge of the PTO. The alternate will be selected by a majority vote of the Nominating Committee.

 

Section3:

 

Present Board members should be asked first to either repeat their present office for a second term or take another office. If they consent, they shall be presenting on the slate. If a person has not fulfilled the duties of their present position, they would not be asked to repeat that position.

 

Section 4:

 

Vacant positions shall then be advertised to the general membership. The Board shall consider recommendations from the general membership to fill vacant positions. All potential nominees shall be contacted to determine their interest and qualifications.

 

Section 5:

 

An officer may resign at any time by tendering their resignation in writing to the Co-Presidents. The resignation shall become effective upon the date specified therein or if no date is specified therein, upon receipt by the PTO. A vacancy occurring in an office shall be published to the general membership and filled by a person elected by a majority vote of the members of the Board for the unexpired term.

 

 

Section 6:

 

An officer may be removed by the majority vote of the entire Board, excluding the vote of the subject officer, for failure to perform their duties.

 

 

ARTICLE VII

DUTIES OF OFFICERS

 

Section 1:

 

The Co-Presidents shall preside at all meetings of the Organization, including General PTO and Board meetings, review online bank accounts at least once a month, and shall be an ex-officio member of all committees. The Co-Presidents shall form special committees, with the approval of the Board, and shall perform all duties as may be prescribed in these bylaws or assigned by the Board, and shall coordinate the work of the officers and committees of the Organization in order that its purpose may be promoted. The Co-Presidents shall be responsible for educating new Board members of their duties as set forth in their job descriptions.

 

Section 2:

 

The  Vice President of Family Engagement  shall preside in the absence of the Co-Presidents. The Vice President of Family Engagement is also responsible for overseeing the activities of the non-fundraising services and program committees, including the Fifth Grade committee, and for reporting on those committees to the Board.

 

 Section 3:

 

The Vice President of Fundraising shall preside in the absence of the Co-Presidents or Vice President of Family Engagement  and shall be liaison between all fundraising committees and reporting on those committees to the Board. The Vice President of Fundraising also is expected to investigate new fundraising opportunities for the benefit of the school.

 

Section 4:

 

The Vice President of Education  shall serve as a liaison between the school and certain community and town-wide committees, as set forth in their job description, and reporting on those committees to the Board. The Vice President of Education also is responsible for overseeing the activities of the non-fundraising services and program committees and for reporting on those committees to the Board.

 

Section 5:

 

The Vice President of Technology shall coordinate technology and communications school wide, including maintaining PTO websites, Google for Nonprofits PTO account, social media, digital platforms, and publicity.

 

Section 6:

 

The Secretary shall record the minutes of all meetings of the Organization, and shall conduct the general correspondence of the Organization at the direction of the Co-Presidents and the Board of the Organization. The Secretary will have a copy of the approved bylaws available at meetings (digital is acceptable). In the absence of the Secretary, it will be their responsibility to appoint a substitute in advance of the meeting. Additionally, the Secretary, in cooperation with the Social Media Chair (should someone hold this position), shall handle the development and execution of the overall PTO communications strategy to raise awareness of PTO initiatives and accomplishments and encourage community engagement.

 

Section 7:

 

The Treasurer shall receive all  monies of the Organization and shall keep an accurate record of receipts and expenditures, and shall pay out funds in accordance with the budget authorized by the Organization.

 

  1. Checks issued shall be signed by the Treasurer or the Co-Presidents.

 

  1. The Treasurer shall present a statement of account at every meeting of the Organization and at other times when required by the Board.

 

  1. The Treasurer's books shall be submitted to the Co-Presidents at the close of each fiscal year or upon demand for audit by a qualified individual appointed by the Co-Presidents with the approval of the Board.

 

  1. The Treasurer shall submit all tax forms to the government upon close of the fiscal year or when required by law

 

Section 8:

 

The Advisor will attend PTO Board Meetings and will be available for advice and direction when needed.

 

Section 9:

 

During the school year, all Board members shall maintain a file containing all information pertinent to their position (digital is acceptable). All Board members shall meet with their successors and deliver all official material by the June meeting with the exception of the Treasurer.

 

Section 10:

 

Each elected officer of the Organization and the immediate Past President (Advisor) is required to attend at least seventy-five (75%) percent of the regularly scheduled Board meetings and general meetings of the Organization. Board member attendance may be virtual using technology with approval by the Board.

 

Section 11:

 

All Board members shall refer to the attached document entitled “Board Job Descriptions & Committee Reporting Structure” for a more detailed description of all positions held.

 

 

ARTICLE VIII

BOARD

 

Section 1:

 

The Board shall consist of the elected officers of the Organization, the immediate Past President, and the teacher representative(s).

 

Section 2:

 

The duties of the 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.

 

  1. To create standing committees.

 

  1. To approve the plans of the standing committees.

 

  1. To present a report of PTO activities at the regular meetings of the Organization.

 

  1. To present and approve a budget to the Organization for the fiscal year.

 

  1. To approve routine bills within the limits of the budget and to appropriate funds as deemed necessary.

 

 

Section 3:

 

Regular meetings of the Board shall be held during the school year, the time to be fixed by the Board at its first meeting of the year. In addition there should be at least one General Meeting of the organization. In order to expedite the business of the PTO, the Board, and Committees, the PTO may conduct meetings and business virtually via designated technology with the approval of the PTO Board.

 

Section 4:

With respect to a quorum, a majority of the Board members shall constitute a quorum for the purpose of holding a Board meeting.

 

ARTICLE IX

STANDING COMMITTEES

 

Section 1:

 

The Co-Presidents shall create such standing committees as may be required to carry out the Purpose of the Organization.

 

Section 2:

 

Members volunteer to serve as chairpersons on standing committees. If no one volunteers to chair a committee, the Co-Presidents shall solicit and appoint a member.

 

Section 3:

 

The Chairperson(s) shall report to the appropriate officer of the Board with all recommendations, resolutions, or courses of action performed in the name of the Organization.

 

Section 4:

 

  1. All standing committees shall maintain a binder detailing procedures, duties of the chairperson(s), and the workings of the committee.

 

  1. The binder (digital is acceptable) shall include an accurate account of all monies spent and received by the committee.

 

  1. All committees shall submit an event summary to their VP within  thirty days following the event which shall be shared with Co-Presidents.

 

  1. Committee binders shall be passed on from the present chairperson(s) of a committee to the VP responsible for their committee by the end of the school year.

 

 

 

ARTICLE X

 MEETINGS

 

Section 1:

 

There shall be at least three meetings of the Organization for the purposes of presenting the budget, the new slate of officers and for electing the new officers. The Board may call special meetings, with at least one week’s notice having been given. The meetings of the Organization shall be open to the public; however, the privilege of making motions and voting shall be limited to members of the Organization.

 

Section 2:

 

The Co-Presidents must be informed of any new business to be brought before the Organization prior to the meeting.

 

Section 3:

 

A majority of the Board present in person or virtually shall constitute quorum for the purpose of transacting business at any meeting of the Organization. In order to expedite the business of the PTO, the Board, Committees and PTO may conduct business by voting virtually via designated technology with the approval of the PTO Co-Presidents. The designated technology shall restrict voting to one ballot per member. A simple majority of members present in person or virtually voting yes is required for passage of motion or election. Abstentions do not count and do not affect the outcome of the vote.

 

 

 

ARTICLE XII

AMENDMENTS

 

Section 1:

 

The Board shall review  these bylaws for possible amendment or over-all revisions every three years or as often as deemed necessary by the Co-Presidents and the Board.

 

Section 2:

 

Revision or amendments to the Bylaws may be proposed by any member or officer at any time.

These bylaws may be amended or revised at any regular meeting of the Organization by a vote of majority of the board members present. Each member shall receive in writing all proposed revisions or amendments to the Bylaws for review in advance of the meeting.

Once approved by the Board, these Bylaws shall have been given to the general membership 30 days prior to the general Board meeting. A majority vote at the general Board meeting is required to enact the revisions or amendments.

 

 

 

ARTICLE XIII

CONFLICT OF INTEREST

 

Except as otherwise provided by law, no transaction in which a member of the Board has a personal or adverse interest shall be void or avoidable solely for this reason or solely because that member is present at or participates in the meeting if:

 

  1. the material facts as to the member’s interest and as to the transaction are disclosed to or are known to other members of the Board authorizes, approves or ratifies the transaction by a vote sufficient for such purpose without counting the vote of the interested member; or

 

  1. the transaction is fair and equitable as to the Organization at the time it is authorized or approved.

 

 

ARTICLE XIV

PARLIAMENTARY AUTHORITY

 

Robert’s Rules of Order Revised shall govern this Organization in all cases to which they are applicable and in which they do not conflict with these bylaws.

 

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REVIEW AND AMENDMENT LOG

 

Bylaws Amended: 9/1/13; for increase in PTO Dues

Bylaws Amended: 9/15/15 for new board position -  Treasurer-Show

Bylaws Amended: 10/20/15 for new board position - VP Technology Administration and to clarify terms

Bylaws Amended: 9/14/17 to reflect full legal name, to delete VP Technology Administration position, to change the name of Communications VP to VP of Education, to make general edits and to increase PTO Dues

Bylaws Reviewed/Amended: 6/8/24 by Kathleen Rahman and Victoria Beyer

  • Attorney review completed 8/6/24
  • Amended Bylaws Adopted:

 

 

 

 

 

 

 

 

 
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