Bylaws

THE NAME OF THIS ASSOCIATION IS:

Conger Parent Teacher Organization (CPTO)

LOCATED IN:

Delaware, Ohio

MISSION STATEMENT:

The Conger PTO exists to promote and support a rich, challenging, and exciting educational environment for the children in the James A. Conger Elementary School (herein after referred to as “Conger”) community. We assist our school in obtaining items and services through fund raising, as well as by providing volunteer assistance. We aid in building a community comprised of Conger students, Conger parents, and Conger staff that are supportive of one another and united in their efforts to secure quality education for said community. The Conger PTO promotes the welfare of children at home, at school, and in the community.

PURPOSE:

1. The primary purpose of the Conger PTO is to raise funds to assist Conger in updating equipment, obtaining extracurricular activities/assemblies, buy quality goods for the children’s use, supplement and/or provide field trips, and to further the education of the Conger children.

2. The Conger PTO will strive to provide volunteer resources to assist with the education of the Conger children in the classroom and throughout the school grounds.

3. The Conger PTO will attempt to spend all funds raised each year to support the children’s needs in that particular year. Enough monies are carried over to ensure sufficient funds to maintain an open account and support the Conger PTO or in the case of a special need for purchase of high priced items.

4. The Conger PTO is formed exclusively for charitable, scientific, literary, and/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.

DEFINITIONS:

Conger – James A. Conger Elementary School located at 10 Channing St. Delaware, OH 43015.

Member – Anyone meeting the criteria set forth in the Membership and Voting Rights section below.

PTO – Parent Teacher Organization

PTO Event Committee Coordinators (Coordinators) - James A. Conger Elementary School Parent Teacher Organization (PTO) leadership committee that takes an active leadership role in the various programs and events established by the PTO.

PTO Council – Council shall consist of the Conger PTO Executive Board in addition to the PTO Event Committee Coordinators.

PTO Executive Board (Board) - Conger PTO leadership committee. The Board consists of four elected positions: President, Vice-President, Treasurer, and Secretary.

MEMBERSHIP AND VOTING RIGHTS:

1. Membership in the Conger PTO is open to any adult parent, grandparent, guardian, or similar, who has a child(ren) or grandchild(ren) enrolled at Conger Elementary School during the school year that corresponds with the Member’s membership.

2. Membership is also open to the teachers and Administration of Conger Elementary.

3. Membership is predicated on the Member upholding the policies of the Conger PTO and agreement with these By-Laws.

4. Voting rights are exercised by attending a PTO meeting and casting a vote favoring or opposing a motion or issue presented for approval. Each Member shall be entitled to one vote on each matter submitted to a vote of the membership, if present at the meeting at which such vote is taken. Each student may be represented by no more than two (2) voting adults.

MEETINGS:

PTO Meetings are held at Conger on the second Tuesday or Wednesday of each month as determined by the incoming Board at 7:00 p.m. during the school year (September through May). Additional meetings may be called as necessary with due notice to all attendees. These are open meetings that can be attended by anyone. Board meetings will take place at dates and times to be determined by the Board.

CONGER PTO ELECTED POSITIONS:

These positions are filled by a vote held toward the end of the current school year for the upcoming school year. Nominations may be accepted by the current Board at any time for the upcoming school year. A vote will be held at the next to last regularly scheduled PTO meeting of the current year. The candidate receiving the most votes of those PTO Members in attendance of the meeting at the time of said vote shall be announced as the winner. The same rules shall apply for the election of Event Committee Coordinator positions with the exception that a position may be filled for the upcoming school year upon the conclusion of the event during the current school year. In the event of an unfilled or vacated position, the Board shall determine the best process for filling the position.

1. The Conger PTO Executive Board shall consist of the following positions:

a. President

b. Vice-President

c. Treasurer

d. Secretary

No single person may hold more than one Board position during a single school year. Being on the Board does not preclude the Member from holding Event Committee Coordinator positions so long as the Event Committee Coordinator conditions are abided by.

2. The PTO Event Committee Coordinator positions may be co-chaired and shall consist of the following positions:

a. Volunteer Coordinator

b. Box Top Coordinator

c. Secret Santa Chair

d. Book Fair Coordinator

e. Staff Appreciation Coordinator

f. Spirit Wear Coordinator

No single person shall coordinate or co-coordinate more than two Event Committees during a single school year without prior Board approval. However, participation in any number of events is not restricted.

DUTIES OF THE EXECUTIVE BOARD:

1. The president shall preside at all meetings. Perform such duties as may be prescribed in these bylaws or assigned by the Conger PTO. Coordinate the work of the officers and committees of the Conger PTO.

2. The vice-president shall act as aide to the president. Perform the duties of the president in the absence or inability of that officer to serve and act as a Fund Raiser liaison.

3. The secretary shall record minutes of all meetings of the Conger PTO. Hold a current copy of the bylaws. Maintain a membership list. Perform other delegated duties as assigned.

4. The treasurer shall secure a non-profit institutional fidelity bonding and liability insurance policy. The expenditure involved in securing the policies is a legitimate expense. On a monthly basis submit financial books and records for audit. Have custody of all the funds of the Conger PTO. Keep full and accurate accounts of receipts an expenditures. Ensure all payments are approved by PTO vote. Make disbursements as authorized by the Conger PTO. Present a financial statement at every meeting. Treasurer will be responsible for filing all taxes for the fiscal year corresponding to their term.

DUTIES OF THE PTO EVENT COMMITTEE COORDINATORS:

1. The Coordinator shall have the opportunity to provide an update to the attendees of the monthly PTO meetings.

2. Coordinators may request funds from the Board. An itemized rough estimate (or actual amount if know) shall accompany said request.

3. The Coordinator may base their request off of prior year(s) expenditures if available.

4. Requests for additional funds shall be accompanied by detailed explanation for use of the proposed funds.

5. At the conclusion of the event, the Coordinator shall present the attendees of the next regularly scheduled meeting with a report of revenue raised (if applicable) and a breakdown of proposed expenses versus actual expenses.

BASIC POLICIES:

1. The Conger PTO shall be noncommercial, nonsectarian and nonpartisan.

2. The name of the Conger PTO or names of any Members in their official capacities shall not be used to endorse or promote a commercial concern or in connection with any partisan interest or for any purpose not appropriately related to promotion of the objects of the Conger PTO.

3. No substantial part of the activities of the Conger PTO shall be for propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the Internal Revenue Code), and the Conger PTO shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on or behalf of, or in opposition to, any candidate for public office.

4. The Conger PTO shall work with Conger to provide quality education for all of the children and shall seek to participate in the decision making process to establish school policy, recognizing that the legal responsibility to make decisions has been delegated by the people to the boards of education.

5. No part of the net earnings of the Conger PTO shall inure to the benefit of, or be distributed to its Members, directors, trustees, officers or other private persons except that the treasurer shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of purposes set forth in the mission statement.

6. The Conger PTO’s fiscal year shall be from July 1 to June 30.

7. Toward the end of each fiscal year, the Board shall prepare a budget for the upcoming fiscal year. The proposed budget shall be presented for vote at a regularly scheduled meeting toward the end of the fiscal year or by a special meeting with reasonable notice given in a usual or customary method of communication to the Conger family members (e.g. monthly newsletter, Twitter, FaceBook, special announcement etc.) and open to all members. The budget shall be adopted by a majority Member vote of those Members in attendance during said vote.

8. Every expenditure (including items that fall under a budget) over $250 must be approved by a majority vote of Members in attendance during said vote.

9. Expenditures that are $250 and below may be approved by at least 2 Members of the PTO Executive Board.

10. All procurements (budgeted and non-budgeted) must be approved, budgeted, and invoiced within the fiscal year unless specifically approved to cross fiscal years by a majority vote of the Conger PTO. Any funds approved but not expended shall be motioned to be returned to the general fund and voted upon during the PTO meeting at which the event summary is presented

11. Notwithstanding any other provision of these bylaws, the Conger PTO shall not carry on any other activities not permitted to be carried on: 1) by an organization exempt from Federal income tax status under Section 501(c)(3) of the Internal Revenue Code or 2) By a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code.

12. Upon the dissolution of the Conger PTO, its assets remaining after payment, or provision for payment, of all debts and liabilities of the Conger PTO shall be distributed to one or more school district based non-profit funds, foundations or organization which have established their tax exempt status under Section 501(c)(3) of the Internal Revenue Code and approved by the Conger PTO.

13. The treasurer shall keep such permanent books of account and records as shall be sufficient to establish the items of gross income, receipts and disbursements of the organization including: the number of its Members and the dues collected from its Members and earnings from fund raising and special events. Such books of account and records shall, at all reasonable times, be open to inspection by an authorized representative of the school district, IRS or parent Member.

14. Election of Conger PTO Executive Board officers and Conger PTO Council shall occur at the May meeting and be determined by nomination and majority vote of the Members present at the meeting. Assumption of duties will occur at the beginning of the Conger PTO fiscal year (July 1).

15. Any vacancy occurring in any elected position shall be filled for the unexpired term by a nomination by the Conger PTO Executive Board and approved by a majority vote.

16. The officers of the Conger PTO shall not be eligible for any compensation.

17. In any taxable year in which the organization becomes a private foundation as

described in Section 509(a) of the Internal Revenue Code, the organization:

a. Shall distribute its income for said period at such time and manner as not to subject to tax under Section 4942 of the Internal Revenue Code;

b. Shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code;

c. Shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code;

d. Shall not make any investments in such manner as to subject the corporation to tax under Section 4944 of the Internal Revenue Code;

e. Shall not make any taxable expenditure as defined in Section 4945(d) of the Internal Revenue Code.

18. Upon the conclusion of a fund-raising event, one Board Member/Event Committee Coordinator and another adult without a familial relationship to the Board Member, shall count all monies present. Both shall sign a receipt which states the amount counted. The money shall leave the event with the Board Member and must be deposited into a PTO bank account within two (2) business days.

Removal of a Member:

1. Any Member of the Conger PTO Council or the Conger PTO Executive Board may be removed for cause by a majority vote of the Council.

2. The Member at risk shall be given adequate opportunity to present his/her point of view.

3. Removal may be initiated by any Member of the Conger PTO Council.

4. Removal will occur automatically (no vote required) if the Member becomes ineligible for membership. This would normally occur when the individual no longer has a child attending a Conger Elementary School.

5. Removal will occur automatically as a result of a conviction of a felony criminal offense.

6. Removal may occur for persistent disruptive behavior (following a warning in writing by the President), or persistent refusal to recues himself/herself from deliberations in which he/she bears a conflict of interest.

7. Unexcused absences from meetings and failure to adhere to the Conger PTO bylaws may also be reasons for removal from the Council.

8. Other causes for removal may be added to this item by amendment of these bylaws.

9. Members of the Conger PTO Council or the Conger PTO Executive Board, who are removed for cause, are normally not eligible for reappointment. In unusual circumstances, an appeal may be submitted in writing before the Executive Board. This appeal is to be considered within 30 days, and the Board’s decision is final.

AMENDMENTS:

The Conger PTO may amend its bylaws or adopt an amendment at any regular meeting by a majority vote of the Members present and voting, provided that notice of the proposed amendment shall be given at a previous meeting.

Please click here to see the 2008 bylaw amendments ratified to support obtaining our 501c3

AMENDMENT 1 to CONGER PTO BYLAWS:

CONFLICT OF INTEREST AND COMPENSATION APPROVAL POLICIES:

1. Purpose of Conflict of Interest Policy: The purpose of this 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 any "disqualified person" as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations and which might result in a possible "excess benefit transaction" as defined in Section 4958(c)(1)(A) of the Internal Revenue Code and as amplified by Section 53.4958 of the IRS Regulations. 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.

2. Definitions:

(a)Interested Person - Any director, principal officer, Member of a committee with governing board delegated powers, or any other person who is a "disqualified person" as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations, 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:

(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 corporation 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 3, paragraph B, 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.

3. Conflict of Interest Avoidance 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, officers, and members of committees with governing board delegated powers 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 if a conflict of interest exists.

(c) Procedures for Addressing the Conflict of Interest

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.

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.

(d) Violations of the Conflicts of Interest

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.

If, after hearing the Member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the Member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

4. Records of Board and Board Committee Proceedings

The minutes of meetings 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.

5. Compensation Approval Policies (these shall only apply as applicable)

Executive Board and Council Members agree to serve without direct compensation. In the event this provision is repealed, or is otherwise rendered moot or not applicable:

A voting Member of the governing board who receives compensation, directly or indirectly, from the organization for services is precluded from voting on matters pertaining to that Member's compensation.

A voting Member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the organization for services is precluded from voting on matters pertaining to that Member's compensation.

No voting Member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

When approving compensation for directors, officers and employees, contractors, and any other compensation contract or arrangement, in addition to complying with the conflict of interest requirements and policies contained in the preceding and following sections of this article as well as the preceding paragraphs of this section of this article, the board or a duly constituted compensation committee of the board shall also comply with the following additional requirements and procedures:

(a) the terms of compensation shall be approved by the board or compensation committee prior to the first payment of compensation.

(b) all Members of the board or compensation committee who approve compensation arrangements must not have a conflict of interest with respect to the compensation arrangement as specified in IRS Regulation Section 53.4958-6(c)(iii), which generally requires that each board Member or committee Member approving a compensation arrangement between this organization and a "disqualified person" (as defined in Section 4958(0(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations):

1. is not the person who is the subject of compensation arrangement, or a family Member of such person;

2. is not in an employment relationship subject to the direction or control of the person who is the subject of compensation arrangement

3. does not receive compensation or other payments subject to approval by the person who is the subject of compensation arrangement

4. has no material financial interest affected by the compensation arrangement; and

5. does not approve a transaction providing economic benefits to the person who is the subject of the compensation arrangement, who in turn has approved or will approve a transaction providing benefits to the board or committee Member.

(c) the board or compensation committee shall obtain and rely upon appropriate data as to comparability prior to approving the terms of compensation. Appropriate data may include the following:

1. compensation levels paid by similarly situated organizations, both taxable and tax-exempt, for functionally comparable positions. "Similarly situated" organizations are those of a similar size and purpose and with similar resources

2. the availability of similar services in the geographic area of this organization

3. current compensation surveys compiled by independent firms

4. actual written offers from similar institutions competing for the services of the person who is the subject of the compensation arrangement.

As allowed by IRS Regulation 4958-6, if this organization has average annual gross receipts (including contributions) for its three prior tax years of less than $1 million, the board or compensation committee will have obtained and relied upon appropriate data as to comparability if it obtains and relies upon data on compensation paid by three comparable organizations in the same or similar communities for similar services.

(d) the terms of compensation and the basis for approving them shall be recorded in written minutes of the meeting of the board or compensation committee that approved the compensation. Such documentation shall include:

1. the terms of the compensation arrangement and the date it was approved

2. the Members of the board or compensation committee who were present during debate on the transaction, those who voted on it, and the votes cast by each board or committee Member

3. the comparability data obtained and relied upon and how the data was obtained.

4. If the board or compensation committee determines that reasonable compensation for a specific position in this organization or for providing services under any other compensation arrangement with this organization is higher or lower than the range of comparability data obtained, the board or committee shall record in the minutes of the meeting the basis for its determination.

5. If the board or committee makes adjustments to comparability data due to geographic area or other specific conditions, these adjustments and the reasons for them shall be recorded in the minutes of the board or committee meeting.

6. any actions taken with respect to determining if a board or committee Member had a conflict of interest with respect to the compensation arrangement, and if so, actions taken to make sure the Member with the conflict of interest did not affect or participate in the approval of the transaction (for example, a notation in the records that after a finding of conflict of interest by a Member, the Member with the conflict of interest was asked to, and did, leave the meeting prior to a discussion of the compensation arrangement and a taking of the votes to approve the arrangement).

7. The minutes of board or committee meetings at which compensation arrangements are approved must be prepared before the later of the date of the next board or committee meeting or 60 days after the final actions of the board or committee are taken with respect to the approval of the compensation arrangements. The minutes must be reviewed and approved by the board and committee as reasonable, accurate, and complete within a reasonable period thereafter, normally prior to or at the next board or committee meeting following final action on the arrangement by the board or committee.

6. Annual Statements

Each director, principal officer, and Member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:

(a) has received a copy of the conflicts of interest policy,

(b) has read and understands the policy,

(c) has agreed to comply with the policy, and

(d) understands the organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

7. Periodic Review

To ensure 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:

(a)Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's-length bargaining.

(b)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 in an excess benefit transaction.

8. Use of Outside Experts

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