CONSTITUTION AND BYLAWS OF THE HARDY SCHOOL PARENT TEACHER ORGANIZATION
SECTION 1. Name, Purposes, Location and Fiscal Year
1.1. Name. This Association shall be known as the ”HARDY SCHOOL PARENT TEACHER ORGANIZATION.”
1.2. Purpose. The purpose of this Association shall be to provide education-related support and services to the staff and students of the John D. Hardy Elementary School (the “School”) located at 293 Weston Road, Wellesley, Massachusetts 02482.
1.3. Location. The principal office of the Association shall be at the John D. Hardy Elementary School located at 293 Weston Road, Wellesley, Massachusetts 02482.
1.4. Fiscal Year. The fiscal year of the Association shall, unless otherwise decided by the Executive Board of the Association (as defined in Section 5.1 below), end on the 30th day of June in each year.
SECTION 2. Objectives of the Association
2.1. To understand and support the educational needs of our children
2.2. To provide information regarding School Committee policies and budgets
2.3. To disseminate information from Central Council
2.4. To welcome involvement in PTO activities
2.5. To provide Financial Support
2.6. To provide Volunteer Support
SECTION 3. Policies of the Association
3.1. The Association is non-profit, non-sectarian and non-partisan, and shall endorse no commercial enterprise or political candidate.
3.2. The Association shall endeavor to cooperate with other parent-teacher organizations, the Central Council of Wellesley PTO’s, other community organizations and other groups or agencies in the furtherance of its objectives.
3.3. Notwithstanding any other provisions of these Bylaws, the Association is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code of 1986 (the “Code”), and shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax under Code Section 501(c)(3) or corresponding provisions of any subsequent Federal tax law.
3.4. No part of the net earnings of the Association shall be used for the benefit of any member, trustee, director, or officer of the Association or any private individual (except that the reasonable compensation may be paid for services rendered to or for the Association), and no member, director, or officer of the Association or any private individual shall be entitled to share in the distribution of the Association’s assets on dissolution of the Association.
3.5. No substantial part of the activities of the Association shall be carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Code Section 501(h)) and the Association shall not participate in, or intervene in (including the publication or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
3.6. In any taxable year in which the Association is a private foundation as described in Code Section 509(a), the Association shall distribute its income for said period at such time and manner as not to subject it to tax under Code Section 4942 and the Association shall not (a) engage in any act of self-dealing as defined in Code Section 4941(d), (b) retain any excess business holdings as defined in Code Section 4943(c), (c) make any investments in such a manner as to subject the Association to tax under Code Section 4944, or (d) make any taxable expenditures as defined in Code Section 4945(d) or corresponding provisions of any subsequent Federal tax laws.
SECTION 4. Members and Dues
4.1. The members of the Association shall consist of individuals and families involved in the School including teachers, staff members, parents and guardians of students, and any other persons interested in the School, who shall indicate a willingness to join the Association and shall have paid such annual dues as may be assessed by the Executive Board, if any.
4.2. The term of membership shall run from the first General Meeting of the Association of the school year until the first General Meeting of the Association for the following school year.
4.3. The Executive Board shall set the amount of dues for members prior to the first General Meeting of the Association for the school year. The Executive Board shall have the right to waive dues for any individual member in its sole discretion. Current faculty, administrators and other staff members of the School are not subject to dues but shall have full privileges of membership.
4.4. The Executive Board may confer honorary membership, or such other title as the Executive Board deems appropriate, on persons or groups who endeavor to promote the School. Such persons shall serve in an honorary or special capacity and, except as the Executive Board shall otherwise designate, shall in such capacity have no right to vote at any meeting, shall not be considered for purposes of establishing a quorum, and shall have no other rights or responsibilities.
SECTION 5. Composition of Executive Board; Budget-Setting; Duties; Elections
5.1. The Executive Board of Directors of the Association (the “Executive Board”) shall consist of the current elected officers, the immediate past president(s) (if he/she/they desire to serve), the principal of the School, the chairperson of the Ways and Means Committee and one or two Association member(s)-at-large.
5.2. The Executive Board is responsible for planning, appropriation and expenditure of the funds necessary to the activities of the Association. The Treasurer shall prepare (with the input of the Committee Chairs, the Principal and the President or Co-Presidents) and present to the Executive Board, a preliminary budget. The outgoing Presidents and Treasurer shall meet with the incoming Presidents and Treasurer and anyone else deemed necessary by the two sets of Presidents to determine a budget for the upcoming fiscal year. The meeting of the Presidents and Treasurers shall take place by the end of the first week of June. The executive board should end their respective term with at least 75% of the upcoming year’s Creative Arts and Sciences programming budget in the Hardy PTO bank account. The proposed budget will be presented at the last General Meeting of the PTO, before the end of the school year, for public comment. The new Executive Board, which takes effect on July 1, shall vote on the proposed budget.
Expenditures in excess of budgeted items must be approved by the Executive Board.
5.3. The Executive Board shall: create and dissolve standing and ad hoc committees as deemed necessary by the Executive Board; appoint the members of the Nominating Committee in accordance with Section 9.1; and present periodic progress reports on activities of the Association at General Meetings.
5.4. A majority of the Executive Board present at any meeting of the Executive Board shall constitute a quorum. Members of the Executive Board may vote on any issue by telephone, email, or may vote by proxy. All matters brought before the Executive Board shall be decided by a simple majority vote. All Executive Board members shall have equal voting privileges, except that in the case of a shared position, the position shall have one vote.
5.5. The term of the Executive Board shall be the same as the term of the elected officers as set forth below.
SECTION 6. Officers, Committees, Representatives
6.1. The right to hold office shall be limited to members of the Association.
6.2. The officers of the Association shall consist of a President, a Vice President, a Secretary and a Treasurer. Any of the officer positions may be shared by no more than two members of the Association and in the event that the office is shared, the title will be preceded by the prefix “co.”
6.3. The officers shall be elected for the following school year by the members of the Association at the last General Meeting of the Association for the school year. One position, “the New Family Liaison,” specifically designated for a new family to the John D. Hardy Elementary School, will be held open, to be filled in the fall of the new school year.
6.4. A vacancy in any office of the Association during the term shall be filled by the Executive Board, and such appointment shall continue until the next election of officers.
6.5. Association committees may be created and dissolved by the Executive Board as it deems appropriate. The chairpersons of the Association’s committees and the Association’s representatives to town-wide Associations (“Representatives”) shall be nominated by the Nominating Committee and approved by the membership for the following school year at the last General Meeting of the Association for the school year.
SECTION 7. Duties of the Officers
7.1. The President of the Association will preside at all meetings of the Association and the Executive Board. The President will be a member, ex-officio, of all committees of the Association. The President will serve as a representative to the Central Council of PTO’s. The President may also serve as an alternate to the Treasurer and be empowered to disburse funds as instructed by the Executive Board.
7.2. The Vice President will assist the President when called upon and assume the duties of the President in the latter’s absence or inability to act. The Vice President will also serve as the second representative to the Central Council of PTO’s. The vice president should intend to step in to the role of president for the following school year.
7.3. The Secretary will keep and distribute an accurate record of all meetings of the Association and the Executive Board, maintain files of minutes of past meetings and correspondence, and make all required filings with the Massachusetts Secretary of State’s Office.
7.4. The Treasurer will keep accurate records of the Association’s receipts and expenditures (in accordance with applicable Internal Revenue Service regulations) and disburse funds in such a manner as instructed by the Executive Board. The Treasurer will be responsible for safekeeping dues and other monies collected by the Association; opening, maintaining and reconciling all bank accounts deemed necessary by the Executive Board; and reporting the financial status of the PTO at meetings of the Executive Board and the Association. The Treasurer will prepare and file all required tax returns and all required filings with the Office for Public Charities of the Massachusetts Attorney General’s Office. The Treasurer will prepare the budget for the Association in accordance with Section 5.2 above. The Treasurer should intend to hold the position for two years.
SECTION 8. Terms of Office, Officers and Executive Board
8.1. The officers of the Association will be elected for terms of one year. Officers will be elected annually at the last General Meeting of the school year by a majority vote of the members of the Association then present. The term of office will begin from the day of the vote at the last General Meeting of the year and will continue until their successors have been elected; provided that officers whose successors have been elected at the last General Meeting will continue to perform all activities applicable to the current school year until the last day of the school year. Any officer may hold his or her position for not more than two years.
8.2. Any officer, other than the Secretary, may resign his or her position by written notice to the Secretary. The Secretary may resign his or her position by written notice to the President.
SECTION 9. Nominating Committee and Duties
9.1. The Nominating Committee shall be appointed by the Executive Board and shall consist of no less than six members including the Chair. The Chair of the Nominating Committee shall be appointed by the President. The Volunteer Coordinator, if any, shall serve as a member of the Nominating Committee. The Executive Board shall solicit from the general membership of the Association names of parents interested in serving on the Nominating Committee. The Executive Board shall endeavor to include on the Nominating Committee members who represent each grade at the School.
9.2. A member may serve only one consecutive term on the Nominating Committee. This limitation may be waived by the Executive Board in its discretion.
9.3. It shall be the duty of the Nominating Committee to nominate a candidate for each office of the Association as described in Section 8.1 above, as well as the member-at-large of the Executive Board. The Nominating Committee will solicit candidates for these positions by at least one written request to the members. The consent of each individual nominated must be obtained before his or her name is considered for a position. In the event that more than one member expresses interest in becoming the member-at-large on the Executive Board, the Nominating Committee will choose by lottery the person to be nominated member-at-large. The Nominating Committee will make a report and present the suggested list of candidates to the Executive Board prior to presentation to the members at the last General Meeting of the school year. The Nominating Committee will present its slate of officers and the Executive Board member-at-large to the members for their vote at the last General Meeting of the school year. Nominations for officer and/or member-at-large will be accepted from the floor; provided that any person who is nominated from the floor shall consent, or have consented in advance, to such nomination.
9.4. It shall be the duty of the Nominating Committee to nominate a candidate to chair each committee of the Association and to serve in each Representative position. The Nominating Committee will solicit candidates for office by at least one written request to the members. The consent of each individual nominated must be obtained before his or her name is considered for a position. The Nominating Committee will make a report and present the suggested list of candidates to the Executive Board prior to presentation to the members at the last General Meeting of the school year. The Nominating Committee will present its slate of Committee chairs and Representatives to the members for their vote at the last General Meeting of the school year. Nominations for any Committee chair and/or Representative position will be accepted from the floor; provided that any person who is nominated from the floor shall consent, or have consented in advance, to such nomination.
SECTION 10. General Meetings, Quorum, Executive Board Meetings.
10.1. At least three (3) General Meetings of the members of the Association shall be held each school year, in the fall, winter and spring. The dates for the General Meetings shall be set by the Executive Board and notice thereof shall be given to the members in such manner as deemed appropriate by the Executive Board at least seven (7) days prior to the General Meeting date.
10.2. At any meeting of the members a majority of the members then present and entitled to vote shall constitute a quorum, except when a larger quorum is required by law or these Bylaws. All matters brought before the members shall be decided by a simple majority vote. Each family shall constitute one member unless separate dues are paid by separate family individuals. Each member shall have one vote.
10.3. Meetings of the Executive Board of the Association shall take place at such times as determined at the discretion of the President.
SECTION 11 Adoption and Amendment of Bylaws
11.1. The adoption and amendment of these Bylaws shall be accomplished by an affirmative vote of at least 3/4 of the members present at a duly called General Meeting, with at least ten (10) members present. Notice must be given to all members in writing at least seven (7) days before any such meeting where a vote will be held on the adoption or amendment of these Bylaws.
SECTION 12 Parliamentary Procedure
Unless otherwise specified in these Articles of Constitution and Bylaws, meetings of the Association, Executive Board and any committees will be governed by “Roberts Rules of Order, Revised.”
SECTION 13 Personal Liability
13.1. The members, Executive Board, Officers, Committee chairs and Representatives shall not be personally liable for any debt, liability or obligation of the Association. All persons, corporations or other entities extending credit to, contracting with, or having any claim against, the Association, may look only to the funds and property of the Association for payment of any such contract or claim, or for the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due or payable to them from the Association.
SECTION 14 Dissolution
14.1 Upon the dissolution of the Association, the Executive Board shall, after paying or making provision for the payment of, all of the liabilities of the Association, dispose of all of the assets of the Association exclusively for the purpose of the Association in such manner, or to such Association or Associations organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt Association or Associations under Section 501(c)(3) of the Code (or the corresponding provision of any subsequent federal tax law), as the Executive Board shall determine. Any such assets not so disposed of shall be disposed of by the Supreme Judicial Court or to such Association or Associations, as said Court shall determine, which are organized and operated exclusively for such purpose.
Amended by unanimous vote of the Executive Board, April 2011.