ADOPTED: May 14, 2018


    ARTICLE I – Name

    The name of this organization shall be the FOOT OF TEN PARENT TEACHER ORGANIZATION of the Hollidaysburg Area School District. It will also be known and referred to in these Bylaws as the “PTO,” “corporation,” and “organization.”

    ARTICLE II - Objectives

    The objectives of the PTO are as follows:

    1. To promote the well-being of all children in the schools, the home, and the community;
    2. To provide funding to enhance and expand the education opportunities available to all children;
    3. To provide information concerning the care and well-being of all children; and
    4. To bring a closer relationship between school and home, so that parents and teachers may cooperate in the education of all children.

    ARTICLE III – Policies

    The policies of the PTO are as follows:

    1. To remain noncommercial, nonsectarian, and nonpartisan;
    2. To participate with the school to provide quality education for all children; and
    3. To cooperate with other organizations active in the well-being of all children but make no commitments that bind the organization.

    ARTICLE IV – Membership

    The members of this organization shall be all parents and legal guardians of Foot of Ten Elementary School students as well as all instructors and administrative personnel of Foot of Ten Elementary School.

    ARTICLE V - Officers

    Section 1 – Officers and Duties:

    The officers shall be a President, Vice President, Secretary, and Treasurer. The officers shall be members of the PTO. The duties of each officer are as follows:

    1. President: The President shall preside at all meetings of the organization and the Executive Committee and shall perform such other duties as may be prescribed in these bylaws or assigned to him/her by the organization or by the Executive Committee and shall coordinate the work of the officers and committees of the organization in order that the objectives be promoted.
    2. Vice-President: The Vice President shall act as an aide to the President and shall perform the duties of the President in the absence or the inability of the President to serve.
    3. Secretary: The Secretary shall record and publish the minutes of all meetings of the organization and of the Executive Committee and shall perform such other duties as may be delegated to him/her. The Secretary shall oversee all social media accounts run by the organization. The Social Media Policy is available for review upon request.
    4. Treasurer: The Treasurer shall receive all funds of the organization, keep an accurate record of receipts and expenditures, and pay out funds in accordance with the approval of the Executive Committee. He/she will present a financial statement at every meeting and at other times of the year when requested by the Executive Committee and make a full report at the end of the year.

    Section 2 - Eligibility:

    1. To be eligible for the position of President, a person must have served on the Executive Committee.
    2. To be eligible for the positions of Vice President, Treasurer and Secretary, a person must have served as a Committee Chairperson (either standing or other committee).

    Section 3 – Nominations and Elections:

    1. The nominating committee shall be composed of a chairperson selected by the officers. Other members may be appointed to assist the chairperson, if deemed necessary by the officers. The selection of the nominating committee shall be complete by the February PTO meeting.
    2. The nominating committee shall nominate at least one eligible person for each office to be filled. The nominations shall be taken by ballot at the commencement of the March PTO meeting. The nominating committee shall collect ballots, confirm eligibility and report all findings during the March PTO meeting. If an open officer position does not receive a qualified nominee by use of the ballot nomination process, additional nominations may be made from the floor. All nominees must give consent to serve in said position.
    3. All officers shall be elected by ballot vote at the April PTO meeting. If there is only one nominee for any office, the election for that office may be by voice vote.

    Section 4 – Terms of Office and Staggering:

    1. Officers are elected for a two-year term and may serve no more than two (2) consecutive terms in the same office.
    2. Officer elections shall be staggered. The President and Secretary shall be elected in odd-numbered years. The Vice-President and Treasurer shall be elected in even-numbered years.
      1. Exception: The April 2019 election shall be a full slate, with President and Secretary being elected to two-year terms and the Vice-President and Treasurer being elected to one-year terms. This will establish the staggering procedure, starting with the election of a Vice-President and Treasurer to two-year terms in the April 2020 election.

    Section 5 – Removal from Office:

    Officers can be removed from office with or without cause by a two-thirds vote of those pres­ent at a regular meeting where previous notice of at least three (3) days has been given.

    Section 6 – Vacancies:

    A vacancy in any office shall be filled for the un-expired term by a person elected by a majority vote of the Executive Committee.

    Section 7 – Advisor:

    1. The position of advisor, which exists to assist the President during his/her transition into that role, shall be held by the immediate past president of the PTO.
    2. The advisor is not considered an officer.
    3. The advisor need not be a member of the PTO.
    4. The advisor position carries no vote at the Executive Committee meetings, even though the advisor is requested to attend said meetings.

    ARTICLE VI - Finances

    Section 1 – Fiscal Year:

    The fiscal year of the PTO shall be August 1st to July 31st.

    Section 2 – Audit:

    An audit of the Treasurer’s accounts shall be done every other year in even-numbered years.

    Section 3 – Budget:

    1. Proposed Budget: The preliminary budget for the following fiscal year shall be developed by the current and newly elected officers prior to the end of the fiscal year. It shall be presented to the membership for approval at the September PTO meeting of the following school year.
    2. Remaining Funds: All budgeted money that has not been used by the end of the fiscal year shall go into the general fund of the PTO for use in the next fiscal year.



    Section 4 – Bob Bundy Memorial Scholarship Fund:

    The Treasurer will handle all the money donated to the Bob Bundy Memorial Scholarship Fund. This money will be separate from the general funds of the PTO.

    Section 5 – Purchases:

    1. Purchases of less than $100, other than approved budget items, may be voted upon by a majority of the officers, consisting of the President, Vice President, Treasurer, and Secretary; the President shall cast the deciding vote in the event of a tie.
    2. Any purchases or requests for PTO funds exceeding $100, other than approved budget items, shall be voted on at a regular PTO meeting and require a majority (51%) vote of all PTO members in attendance.

    Section 6 – Money-Handling Procedure:

    The Money-Handling Procedure is a separate policy developed by the Executive Committee. It shall be available for review upon request.

    ARTICLE VII – Executive Committee

    Section 1 - Members:

    The Executive Committee shall consist of the officers of the organization, the advisor, the chairpersons of the standing committees, the principal of the school, and a representative of the teachers.

    Section 2 - Duties:

    The duties of the Executive Committee are as follows:

    1. To transact necessary business in the intervals between organizational meetings and other business as may be referred to by the organization.
    2. To create standing and other committees
    3. To approve the plans of work of the standing committees
    4. To present a report at the regular meetings of the organization
    5. To select an auditor to audit the Treasurer’s accounts
    6. To approve routine expenditures within the limits of the budget

    Section 3 - Quorum:

    The Executive Committee members present shall constitute a quorum. A simple majority (51%) is required to pass a motion.

    Section 4 – Special Meetings:

    Special meetings of the Executive Committee may be called by the President or by a majority of the members of the Executive Committee.


    ARTICLE VIII – Standing and Other Committees

    Section 1 – Standing Committees:

    The following Standing Committees shall be created by the Executive Committee to promote the objectives and carry on the work of the organization:

    1. Events Committee: There shall be an Events Committee whose responsibilities shall include review of proposals and provide recommendations for PTO-sponsored events.
    2. Fundraising Committee: There shall be a Fundraising Committee whose responsibilities shall include planning for the solicitation of contributions in support of the objectives of the PTO. The Executive Committee shall make the final decision on the selection of the fundraiser company.
    3. Nominating Committee: There shall be a Nominating Committee, whose responsibility is to review eligibility of candidates and present nominations of officers.

    Section 2 – Other Committees:

    The PTO may create other committees as needed. The other committees will cease to exist when the work is complete and the final report is received by the membership.

    Section 3 – Chairpersons and Members:

    The President shall appoint members and designate the chair of standing and other committees. The chairperson of each standing and other committee must be a member of the PTO.

    ARTICLE IX – Meetings

    Section 1 – Date and Time of Regular Meetings:

    Dates and times of regular PTO meetings shall be determined by the officers and announced in the school newsletter and on the school’s website.

    Section 2 – Special Meetings of the PTO:

    Special meetings of the organization may be called by the President or by a majority of the Executive Committee. Notice must be given at least three (3) days in advance.

    Section 3 - Quorum:

    The PTO members present at a meeting shall constitute a quorum. A simple majority (51%) is required to pass a motion. In the event of tie vote, the President will cast the deciding vote.

    Section 4 - Agenda:

    The following shall be the order of business and procedures at all regularly scheduled meetings:

    1. Call to order
    2. Attendance
    3. Reading and approval of minutes of the previous meeting
    4. Treasurer’s report
    5. Principal’s report
    6. Teacher’s report
    7. Student Council report
    8. Committee reports
    9. Old business
    10. New business/Open forum
    11. Adjournment

    ARTICLE X – Amendments, Revisions and Review

    Section 1 – Amendments:

    These bylaws may be amended at any regular meeting of the organization by a two-thirds vote of the members present, provided that, notice of the proposed amendment shall have been given at least thirty days prior to the meeting at which the amendment is voted upon.

    Section 2 – Revised Set of Bylaws:

    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 or by a two-thirds vote of the Executive Committee. The requirements for adoption of a revised set of bylaws shall be the same as in the case of an amendment.

    Section 3 - Review:

    The bylaws shall be reviewed annually by the Executive Committee. If revisions are warranted, said revisions shall be voted on at the general PTO meeting in September. For these revisions, the thirty-day prior notice is waived.

    ARTICLE XI - Dissolution

    Section 1 – Notice:

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

    Section 2 – Remaining Funds:

    In the event of dissolution of the PTO, any funds and assets remaining shall be donated to Foot of Ten Elementary School after payment of any outstanding debts and obligations of the PTO.

    ARTICLE XII - Indemnification

    Every member of the Executive Committee, officer or employee of the corporation may be indemnified by the corporation against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such members of the Executive Committee, 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 her/his being or having been member of the Executive Committee, officer or employee of the corporation, or any settlement thereof, unless adjudged therein to be liable for negligence or misconduct into the performance of her/his duties.   Provided, however, that, in the event of a settlement, the indemnification herein shall apply only when the Executive Committee approves such settlement and reimbursement as being in the best interest of the corporation. The foregoing right of indemnification shall be in addition and not exclusive of all other rights which such member of the Executive Committee, officer or employee is entitled.

    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 a member 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:

    1. Interested Person. Any member of the PTO, 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 with 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 membership decides that a conflict of interest exists.

    Section 3 – 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 members of the PTO, 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 PTO meeting while the determination of a conflict of interest is discussed and voted upon. The remaining members shall decide whether a conflict of interest exists.  
    4. Procedures for Addressing the Conflict of Interest.
      1. An interested person may make a presentation at the PTO 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 President shall, if appropriate, appoint a disinterested person or commit­tee to investigate alternatives to the proposed transaction or arrangement.
      3. After exercising due diligence, the membership 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 PTO shall determine, by a majority vote of the disinterested members, 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 Conflict of Interest Policy.
      1. If the PTO 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 PTO 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 PTO meeting 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 PTO’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.

    Section 5 – Compensation:

    A voting member of the PTO who receives compensation, directly or indirectly, from the organization for services is precluded from voting on matters pertaining to that member’s compensation.

    Section 6 – Tax-Exempt Status:

    Each member of the PTO 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.

    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:

    1. Whether compensation arrangements 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.

    Section 8 - Use of Outside Experts:

    When conducting the periodic reviews as provided for in Section 7, the organization may, but need not, use outside advisers. If outside experts are used, their use shall not relieve the officers of their responsibility for ensuring that periodic reviews are conducted.




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