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Bylaws

Bylaws of Woerther Elementary School
Parent Teacher Organization
Amended and Restated April 2004

Article I. Name
The name of this organization shall be the Woerther Elementary School Parent Teacher Organization of the Rockwood School District, Ballwin, Missouri. It is an unincorporated entity created by the parents and guardians of Woerther Elementary School students and the staff of Woerther Elementary School. The organization exists as a local independent organization of its members and shall not be affiliated with any state or national organization.

Article II. Objective
The objectives of the organization are:

To promote the welfare and education of students in home, school and community;
To facilitate and encourage parental involvement and cooperation among parents and teachers in the education of students;
To provide a forum for communication among the organization’s members, school administration, and teachers;
To unite the forces of home, school and community on behalf of youth;
To increase parental awareness and understanding of parenting, child development and educational issues; and
To support and provide enrichment programs and equipment in furtherance of the organization’s objectives.

Article III. Policies
Section 1. This organization shall cooperate with the school to promote the organization’s objectives in ways that will not interfere with the administrative activities of the school or school district. The organization may act as an advisor to the school but shall not seek to control school or district policies.

Section 2. This organization shall be non-commercial, non-sectarian, and non-partisan. No commercial enterprise or candidate shall be endorsed by the organization. Neither the name of the organization nor the names of any of its officers in their official capacities shall be used in connection with a commercial concern or with any partisan interest or for any purpose other than the regular work of the organization.

Section 3. This organization may cooperate with other organizations and agencies active in child and educational advocacy, such as conference groups or coordinating councils, provided neither the organization nor any of its members make commitments on behalf of the organization without Executive Board approval.

Section 4. No part of the net earnings of the organization shall inure to the benefit of, or be distributable to, its members, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation to private persons for services rendered to the organization.

Section 5. The organization may provide non-financial support for or in opposition to legislation and Rockwood School District bond issues if the Executive Board considers such support to be in furtherance of the organization’s objectives; however, no substantial part of the activities of the organization shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the organization shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Nothing in these bylaws shall in any way restrict the political involvement of individual members or officers of the organization, provided such members do not act in their capacity as members or officers of the organization and do not purport to act on behalf of the organization.

Section 6. Notwithstanding any other provisions of these bylaws, the organization shall not carry on any activities not permitted to be carried on (a) by an organization exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by an organization contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).

Section 7. The organization may be dissolved only upon the vote of two-thirds of its members at a regular or special meeting of the organization called for such purpose. Upon any dissolution of the organization, the Executive Board shall pay or make provisions for the payment of all the liabilities of the organization. Any assets remaining after the payment of the organization’s liabilities shall be disposed of in such manner as the Executive Board determines; provided that such assets shall be disposed of exclusively for the purposes of the organization and shall be distributed only to an organization or organizations organized and operated exclusively for charitable, educational, or scientific purposes which at the time qualifies as an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law).

Article IV. Membership and Dues
Any parent or guardian of a current student and any staff member of Woerther Elementary School is a member of this organization. There will be no membership dues.

Article V. Offices; Qualification of Officers
Section 1. The officers of the organization shall be: a president; a first vice president; a second vice president; a third vice president; a vice president of fundraising; a secretary; and a treasurer. Each office shall be held by a single person.

Section 2. Each officer must be a member of the organization. The president must have served on the Executive Board or chaired a standing committee of the organization prior to serving as president.

Section 3. No more than one office may be held by a Woerther staff member.

Section 4. The officers shall be elected annually by the members of the organization as provided in Article VII. Each officer shall serve a one-year term from July 1 to June 30. No officer shall hold the same position for more than two consecutive terms.

Article VI. Executive Board
Section 1. The Executive Board shall consist of: the officers of the organization; the principal of Woerther Elementary School; two Woerther Elementary School teachers selected by the principal (with one teacher representing kindergarten through second grade and one teacher representing third through fifth grades); and any immediate past president of the organization, if a current member of the organization. The immediate past president shall serve for a one-year term immediately following such past president’s term as president. The immediate past president shall be a non-voting member of the Executive Board and shall not be considered an officer of the organization.

Section 2. The duties of the Executive Board shall be to: (a) prepare and submit to the organization for approval a budget for the fiscal year; (b) transact necessary business of the organization in the intervals between organization meetings and such other business as may be referred to it by the organization; (c) appoint standing and special committees and their chairpersons; (d) present a report at the regular meetings of the organization; (e) appoint an auditing committee or select professional auditors; (f) appoint a nominating committee; (g) review the bylaws each fiscal year; and (h) perform such other functions permitted by these bylaws.

Section 3. A quorum of the voting members of the Executive Board shall be required to conduct official business. A majority of the voting members of the Executive Board shall constitute a quorum. Except as otherwise specified in these bylaws, voting shall be determined by a simple majority of the quorum.

Section 4. There shall be at least five regular meetings of the Executive Board each year at dates and times determined by the Executive Board. Special meetings of the Executive Board may be called by the president or by the majority of the voting members of the Executive Board. Meetings of the Executive Board shall be open to all members of the organization. There shall be at least one week’s written notice to the members of the organization of the date, time and location of any regular Executive Board meeting and any change in the date, time or location of a previously scheduled regular Executive Board meeting.

Article VII. Nomination and Election of Officers
Section 1. Prior to April of each year, the Executive Board shall appoint a nominating committee of at least three members of the organization. No member of the nominating committee shall be a member of the Executive Board or a nominee for an elected office. The nominating committee shall select its chairperson.

Section 2. The nominating committee shall solicit nominations and make at least one nomination for each office of the organization. The nominating committee shall announce the names of all nominees at the April meeting of the organization. Each nominee’s Nomination Form shall be made available for review by members of the organization at the meeting. Additional nominations may be made by any member at such meeting. No nominations can be made after the close of the April meeting.

Section 3. To be considered a nominee for an office, an individual must have (i) been nominated for such office as provided above, (ii) satisfied the qualifications for such office, (iii) consented to be named as a nominee for such office, and (iv) completed a Nomination Form substantially in the form attached as Appendix A to these bylaws.

Section 4. If there is only one nominee for an office (an “uncontested office”), no vote shall be required and the nominee shall be deemed elected to that office as of the date of the May meeting of the organization.

Section 5. If there is more than one nominee for an office (a “contested office”), a list of all nominees for all offices (including uncontested offices) shall be given to the members at least two weeks prior to the May meeting of the organization. In the event there is a contested office, the nominating committee shall make the Nomination Forms of the nominees for all offices (including uncontested offices) available for review by members of the organization at the school during school hours for two weeks preceding the May meeting.

Section 6. If there is a contested office, the nominating committee shall prepare a written ballot containing the names of all nominees for each contested office. To maintain voting confidentiality, this ballot shall not contain the voting member’s name, address or telephone number. Ballots shall be distributed at the May meeting of the organization to all members present at such meeting and shall also be made available for absentee voting in an accessible location at the school on the day of the May meeting. Polls for absentee voting shall be open from the beginning of school on the day of the May meeting until the beginning of the meeting. The Nomination Forms of the nominees for all offices (including uncontested offices) shall be made available for review by members at the polls and during the meeting. The ballots will be counted by the nominating committee following the close of the meeting. The nominee receiving the highest number of votes for a contested office shall be elected to that office.

Section 7. If, after the April meeting and prior to the May meeting, there is no nominee for an office (for example, if a nominated person is no longer qualified or chooses not to run), the Executive Board may select an individual as an uncontested nominee for that office. An elected office that is unfilled or vacated after the May meeting and prior to July 1 shall be treated as a vacancy to be filled as provided in Article VIII.

Section 8. The nominating committee shall announce the elected officers to the members no later than two weeks following the May meeting of the organization.

Article VIII. Vacancies; Removal of Officers
Section 1. A vacancy in the office of president shall be filled by the first vice president. A vacancy in any other office shall be filled by appointment by the Executive Board.

Section 2. Officers are subject to removal from office by decision of two-thirds of the voting members of the Executive Board.

Article IX. Duties of Officers; Fiscal Matters
Section 1. The president shall preside at all meetings of the organization and of the Executive Board, shall be a member ex-officio of all committees and shall perform all duties pertaining to the office. In the absence of the president, the duties of that office shall be delegated to the first vice president, the second vice president, the third vice president, the secretary, the treasurer, or the vice president of fundraising, in that order.

Section 2. The first, second and third vice presidents shall act as aides to the president, performing such functions as the Executive Board may direct. The vice president of fundraising shall oversee the significant fundraising activities of the organization.

Section 3. The secretary shall keep, in an organized written form, a correct record of all meetings of the organization and of the Executive Board, and shall perform such other duties as may be delegated by the Executive Board.

Section 4. The treasurer shall receive all monies of the organization, shall keep an accurate record of receipts and expenditures, and shall pay out funds only as authorized in the budget approved by the organization or as otherwise authorized by the organization. All funds of the organization shall be deposited in its name in such checking accounts or other accounts as may be designated by the Executive Board. The treasurer shall present a statement of account at every meeting of the organization and at times when requested by the Executive Board, and shall make a full report at all meetings of the organization.

Section 5. All withdrawals of organization funds must be signed by two bonded officers who are not married to one another.

Section 6. The organization’s fiscal year shall be July 1st to June 30th. The treasurer’s accounts shall be examined annually by an independent auditing committee of not less than two members of the organization appointed by the Executive Board or by professional auditors selected by the Executive Board. No member of the Executive Board shall be a member of the auditing committee. The treasurer shall deliver the account records and annual financial statement to the chairperson of the auditing committee or the professional auditor on or before August 1. The auditing committee shall complete its audit by November 15 and report the findings as to the correctness of the organization’s accounts and the financial condition of the organization by letter to the Executive Board.

Section 7. The following persons shall be bonded: the president, the first vice president, the vice president of fundraising, the treasurer, any person responsible for keeping financial records of the organization, and any person handling organization funds off school premises. The bonding shall be paid for by the organization.

Article X. Meetings of the Members

Section 1. There shall be at least five regular monthly meetings of the organization each fiscal year. The regular meeting date shall be decided by the Executive Board of the organization at the beginning of each fiscal year. A regular meeting shall be held during each of April and May. A special meeting of the organization may be called for any purpose within the scope of the organization’s objectives by the Executive Board, in its discretion, or upon the written request of at least 10 members. There shall be at least two weeks’ written notice to the members of the date, time and location of any meeting of the organization and any change in the date, time or location of a previously scheduled meeting.

Section 2. The privilege of holding office, making motions, and voting shall be limited to members of the organization.

Section 3. The number of members present at a meeting shall constitute a quorum for purposes of that meeting. Voting shall be determined by a simple majority of a quorum, except as required to elect officers (plurality), amend these bylaws (two-thirds of those present and voting) or dissolve the organization (two-thirds of the members). All actions of the members must be taken at a regular or special meeting of the organization.

Section 4. The principal or a representative from the Woerther staff appointed by the principal must be in attendance at all official meetings of the organization.

Article XI. Standing and Special Committees
Section 1. Standing and special committees shall be created by the Executive Board, as it deems appropriate to promote the objectives and interests of the organization. A standing committee is a committee with on-going functions that continues throughout the school year or a committee that is significant to the organization as a whole through its financial impact or fulfillment of the organization’s objectives. Standing committees likely will not change from year to year. A special committee may be created to perform a specific task and shall be automatically dissolved when it has completed its assignment.

Section 2. The chairperson of each standing committee shall serve for a one-year term. No person shall serve more than two consecutive terms as the chairperson of the same standing committee. The chairperson of any special committee shall serve a term of up to one year as specified by the Executive Board.

Section 3. Standing and special committee chairpersons are appointed by the Executive Board, and are directly responsible to and report to the Executive Board. For each standing and special committee, the Executive Board shall designate an Executive Board member to serve as liaison between the committee chairperson and the Executive Board.

Article XII. Parliamentary Procedure
Robert’s Rules of Order, Newly Revised, as amended from time to time, shall govern this organization in all cases to which they may be applicable and are not in conflict with these bylaws.

Article XIII. Amendments
The bylaws may be amended at any regular or special meeting of the organization by a two-thirds vote of the members present and voting, provided at least two weeks’ written notice of the proposed amendment shall have been given.

APPENDIX A

WOERTHER PTO OFFICER NOMINATION FORM

Name:

For which office(s) are you interested in running?

□ President □ Secretary

□ First Vice President □ Treasurer

□ Second Vice President □ Vice President of Fundraising

□ Third Vice President

Why are you interested in being an officer of PTO?

What strengths and experiences do you have that would be beneficial to holding an office?

If available, please attach a photograph of yourself.

“I consent to having my name listed as a nominee for any of the offices checked above.”

Signature: __________________________

Date: __________________________