DAIS PTO, INC. BYLAWS

DALLASTOWN AREA INTERMEDIATE SCHOOL PARENT TEACHER ORGANIZATION, INC.

DAIS PTO, INC. 

BYLAWS

created January 2010

ARTICLE I: NAME

The name of this organization shall be the Dallastown Area Intermediate School Parent Teacher Organization, Inc. (hereinafter referred to as “DAIS PTO, Inc.”), located in York, PA.

ARTICLE II: PURPOSES

DAIS PTO, Inc. is a volunteer based organization dedicated to fostering and supporting a safe, inclusive educational experience for all students. DAIS PTO, Inc. will strive to nurture a collaborative partnership between home and school, facilitating open, non-biased communication that will unify parents, teachers and students as it works to provide extra services. DAIS PTO, Inc. will seek to enhance community spirit that encourages and celebrates the students and dedicated staff of DAIS.

ARTICLE III: BASIC POLICIES

The following are basic policies of the DAIS PTO, Inc.:

Section 1. The organization shall be non-commercial, nonsectarian and nonpartisan.

Section 2. The organization 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 this organization.

Section 3. The DAIS PTO, Inc. shall not -directly or indirectly- participate or intervene (in any way, including the publishing or distribution of statements) in any political campaign on behalf of, or in opposition to, any candidate for public office; or devote more than an insubstantial part of its activities to attempting to influence legislation by propaganda or otherwise. 

Section 4. The DAIS PTO, Inc. shall work with the schools to provide quality education for all children and 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 to boards of education.

Section 5. No part of the net earnings of the DAIS PTO, Inc. shall benefit, or be distributed to its members, directors, trustees, officers, or other private persons, except that the DAIS PTO, Inc. shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions to promote the purposes set forth in Article II.

Section 6. Notwithstanding any other provision of these articles, the DAIS PTO, Inc. shall not carry on any other activities not permitted to be carried on (i) by an organization exempt from federal income tax under Section 501(c) (3) of the Internal Revenue Code or (ii) by an organization, contributions to which are deductible under Section 170(c) (2) of the Internal Revenue Code.

Section 7. No individual shall benefit from surplus funds of the organization should the DAIS PTO, Inc. dissolve, and in such case, the funds will be conferred to Dallastown Area Intermediate School, or other educational organization for one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Section 8. The DAIS PTO, Inc. will not use information obtained for DAIS PTO, Inc. purposes for anything other than DAIS PTO, Inc. related items. It will not be the policy or practice of the DAIS PTO, Inc. to sell or abuse any personal information received for business, political or solicitation purposes.

Section 9. Executive Board cannot disobey the orders of the general membership, or act outside its prescribed duties. If it does so, the general membership can counteract the board.

ARTICLE: IV MEMBERSHIP AND DUES

Section 1. Membership in the DAIS PTO, Inc. is available without regard to race, color, creed, or national origin to any parent, guardian, relative, or friend of a Dallastown Area Intermediate School student, Dallastown Area Intermediate School Personnel, or any adult living within the Dallastown Area School District boundaries.

Section 2. The DAIS PTO, Inc. shall conduct an annual membership drive each school year, but may admit persons to membership at any time during the school year.

Section 3. Each member of the DAIS PTO, Inc. shall pay such annual dues to said organization as described by the Executive Board and be publicly announced before the first general meeting of each school year.

Section 4. Only members of this organization shall be eligible to participate in the voting meetings or serve in any of its elective or appointive positions.

Section 5. Proxy votes will not be counted except under emergency situations determined by the Executive Board.

ARTICLE V: MEETINGS

Section 1. At least five (5) regular meetings of the DAIS PTO, Inc. shall be held during the school year. Dates of the meetings, month and day, shall be determined by the Executive Board and announced at the first regular meeting of the year. The Secretary will notify members of all meetings in a flyer to be sent home with the students, or by email, at least one (1) week before each meeting.

Section 2. Special meetings of the DAIS PTO, Inc. may be called by the President or Co-Presidents or by a majority of the Executive Board. The Secretary will notify the members of special meetings at least one (1) week prior to the meeting either by flyer to be sent home with the students, or by email.

Section 3.The election annual meeting shall be held in April or May.

Section 4. Ten (10) members shall constitute a quorum for the transaction of business in any meeting of this organization.

ARTICLE VI: OFFICERS AND ELECTIONS

Section 1. Each officer shall be a member of the DAIS PTO, Inc.

Section 2. Officers and their election

  1. The officers of the DAIS PTO, Inc. shall consist of a President or Co-Presidents, a First Vice-President, a Second Vice President, a Secretary, a Treasurer, an Assistant Treasurer and Advisor (non-voting).
  2. Officers shall be elected by ballot in the month of April or May. However, if there is but one (1) nominee for any office, election for that office may be by voice vote.
  3. Officers shall assume their official duties following the close of the meeting in June, and shall serve for a term of one (1) year.
  4. An officer may serve two (2) consecutive terms in the same position.
  5. A person shall be eligible to serve more than two (2) consecutive terms in the same office ONLY if a successor cannot be found. If no successor is nominated and elected, the incumbent may serve longer than two (2) consecutive terms until a successor is nominated and elected.
  6. To be eligible for the presidency a person must have served on the Executive Board of a PTO within Dallastown Area School District for one (1) year OR have a high level of recommendations from other PTO Board presidents, or Co-Presidents, or building principals from within the school district

Section 3. Nominating Committee

  1. There shall be a nominating committee composed of three (3) members (at least three [3] and always an uneven number) who shall be elected by the DAIS PTO, Inc. at regular meetings at least one (1) month prior to the election of the officers. The committeeshallbe chaired by the First Vice-President, unless seeking another office.
  2. The nominating committee shall nominate an eligible and qualified person for each office to be filled and report its nominees at the regular meeting in March at which time additional nominations may be made from the floor. 
  3. Only those persons who have signified their consent to serve if elected shall be nominated for/or elected to such office.
  4. The election annual meeting shall be held in April or May.

Section 4. Vacancies

  1. A vacancy occurring in any office other than president shall be filled for the unexpired term by a person elected by a majority vote of the Executive Board; notice of such election having been given by the President.
  2. In case a vacancy occurs in the office of President or Co-President, the remaining Co-President or the First Vice-President shall serve notice of the election to the general membership. The vacancy shall be filled by the general membership according to the eligibility set forth in Article VI. If no member is eligible to fill this vacancy, the Executive Board may make a recommendation to the general membership to fill the vacancy. Nominations may also be accepted from the floor.

Section 5. Removal from office

  1. If any member of the Executive Board shall at any time cease to meet the qualifications or fulfill the duties of the position, an officer can be removed from office with just cause by a two-thirds vote of the Executive Board at a meeting where previous notice has been given.

ARTICLE VII: DUTIES OF OFFICERS

Section 1. The President or Co-Presidents shall:

  1. Preside at all meetings of the organization.
  2. Perform such other duties as may be prescribed in these by laws or assigned by the DAIS PTO, Inc. or by the Executive Board.
  3. Be a member ex officio of all committees except the nominating committee if seeking a second term as President or Co-President.
  4. Coordinate the work of the officers and committees of the organization in order that the purposes set forth in Article II may be promoted.
  5. Sign, with the Treasurer or Assistant Treasurer, on all checks.

Section 2. The First Vice-President shall:

  1. Act asan aide to the President or Co-Presidents.
  2. Perform the duties of the President in the absence or inability of that officer(s) to serve.
  3. Advise and chair student assemblies.

Section 3. The Second Vice-President shall:

  1. Act as anaide to the President or Co-Presidents. 
  2. Perform the duties of President in the absence or inability of the officer(s) to serve. 
  3. Act as the membership drive chairman. 
  4. Maintain membership list.

Section 4. The Secretary shall:

  1. Record the minutes of all meetings of the DAIS PTO, Inc.
  2. Have a current copy of the bylaws.
  3. Maintain correspondences for the DAIS PTO, Inc.
  4. Present a written copy of the previous meetings records at each meeting and post it to the website.
  5. Have at each meeting, written records available for review by members, for at least the previous twelve (12) meetings.
  6. Notify members of all meetings in a flyer to be sent home with the students, or by email, at least one (1) week before each meeting.

Section 5. The Treasurer shall:

  1. Have custody of all funds of the DAIS PTO, Inc., and keep a full and accurate account of receipts and expenditures.
  2. Present a proposed budget to be voted on by the Executive Board at the end of each school year.
  3. Make disbursements as authorized by the Executive Board in accordance with the budget adopted by the DAIS PTO, Inc. Anyone not adhering to expenditure and budget guidelines may be refused payment of the expenditure. 
  4. Have checks signed by two (2) persons; the Treasurer or Assistant Treasurer and the President or one (1) of the Co-Presidents.
  5. Present a financial statement at every meeting of the DAIS PTO, Inc. and at other times when requested by the Executive Board.
  6. Keep track of returned checks and invoice the payer for the amount of the returned check as well as the current bank charge. Reimbursement for a returned check must be in payment form other than a personal check.
  7. Make a full report at the meeting at which new officers officially assume their duties.
  8. Have the accounts examined annually or upon the change of officer by an auditor (CPA). An auditor shall be used to execute the DAIS PTO, Inc. year-end tax statement.
  9. Oversee cash turned in from committees.

Section 6. The Assistant Treasurer shall:

  1. Assume the responsibility of the Treasurer in the absence of that officer.
  2. Assist the Treasurer in the handling of all money of all major fundraising events.

Section 7. The Advisor shall:

  1. Be the immediate outgoing President, or in the event that he/she is unavailable to serve, an officer of the Executive Board having served the preceding year.
  2. Serve as the chairman of the nominating committee.

Section 8. All officers shall perform the duties outlined in these bylaws and those assigned from time to time. Upon the expiration of the term of office or in case of resignation, each officer shall turn over to the President or Co-President, within ten (10) days all records, books and other materials pertaining to the office and shall return to the Treasurer, within ten (10) days, all funds pertaining to the office.

ARTICLE VIII: OFFICERS AND EXECUTIVE BOARD 

Section 1. Executive Board

  1. The Executive Board shall consist of the elected officers of the DAIS PTO, Inc., the Advisor, and a faculty representative(s) selected by the faculty. The Dallastown Area Intermediate School Principal and/or Community Principals may be an advisory member of the committee. The voting members shall consist of the elected officers only.
  2. The President or Co-Presidents of the DAIS PTO, Inc. shall select the chairman of the committees.

Section 2. The duties of the Executive 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 DAIS PTO, Inc.
  2. To create committees and to approve the plans of the work of the committee.
  3. To present a report at the regular meetings of the DAIS PTO, Inc.
  4. To select an auditor (CPA) to audit the Treasurer’s accounts. If satisfied that the Treasurer's report is correct, the auditor shall sign a statement of that fact at the end of the report. An auditor shall be used to execute the DAIS PTO, Inc. end of the year tax statement. 
  5. To prepare and submit to the DAIS PTO, Inc. for adoption a budget for the year.
  6. To approve routine bills within the limits of the budget.
  7. Any expense in excess of $100.00 will require approval by the DAIS PTO, Inc. Executive Board.  

Section 3. Regular meetings of the Executive Board shall be held during the school year, the time to be fixed by the board at its first meeting of the year. A majority of the Executive Board members shall constitute a quorum when deciding a meeting. Special meetings of the Executive Board may be called by the President or Co-Presidents or by a majority of the members of the board. The Secretary will notify the Executive Board members of special meetings by phone call or by email at least one (1) week prior to the meeting date.

ARTICLE IX: COMMITTEES

Section 1. Committees - subject to change by the Executive Board as needed.

Section 2. Committees may consist of members and Executive Board members, with the President or Co-Presidents acting as an ex officio member of all committees. Members volunteer for or are assigned as committee chairpersons by the President or Co-Presidents. The term shall be one (1) year or consecutive years until the chairperson vacates the position.

Section 3. Committees shall be created by the Executive Board as may be required to promote the purposes set forth in Article II of the DAIS PTO, Inc. The chairperson of each committee shall communicate committee activities and seek approval from the President or Co-Presidents for any amendments to the committee’s usual activities.

Section 4. Additional committees may be appointed by the President or Co-Presidents when deemed necessary.

ARTICLE X: FINANCES

Section 1. The fiscal year of the DAIS PTO, Inc. shall be from July 1 to June 30 inclusive.

Section 2. Any member (or non-member) who has a check returned from the bank for payment of any kind will be charged a $10.00 fee or the current fee charged to the DAIS PTO, Inc. by our bank. The Treasurer and/or President or Co-Presidents have the right to deny any future payments by check from such person(s) if the situation warrants. 

Section 3. Any receipts for committee related expenses must be submitted to the Treasurer for reimbursement prior to the end of the fiscal year (fiscal year shall be July 1 - June 30) and preferably before the last day of school.

Section 4. The board shall approve all expenses of the organization.

Section 5. Two (2) authorized signatures shall be required on each check. Authorized signers can be the President, Co-President and Treasurer.

Section 6. The Treasurer shall prepare a financial statement at the end of the year to be reviewed by the Executive Board.

Section 7. Upon dissolution of the organization, any remaining funds should be used to pay any outstanding bills and/or turned over to Dallastown Area Intermediate School, or other educational organization for one or more exempt purposes within the meaning of section 501 (c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Section 8. IRS Form 1023 and copies of DAIS PTO, Inc. annual information return (IRS Form 990) will be available for public review, for the most recent three (3) years, when requested.

ARTICLE XI: PARLIMENTARY AUTHORITY

The rules contained in the current edition of Roberts Rules of Order Newly Revised shall govern the DAIS PTO, Inc. in all cases in which they are applicable and in which they are not in conflict with these bylaws.

ARTICLE XII: CONFLICT OF INTEREST POLICY

See Addendum A for the DAIS PTO, Inc. Conflict of Interest Policy.

ARTICLE XII: AMENDMENTS

These bylaws may be amended at any regular meeting of the DAIS PTO, Inc. by two-thirds vote of the members present and voting, provided that notice of the proposed amendment shall have been given at least thirty (30) days prior to the meeting at which the amendment is voted upon.

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Addendum A

Conflict Of Interest Policy

ARTICLE I: PURPOSE

The purpose of the conflict of interest policy is to protect Dallastown Area Intermediate School PTO’s (hereinafter referred to as “Organization”) 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 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.

ARTICLE II: DEFINITIONS

Section 1. Interested Person

Any Executive Board Member, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

Section 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 Article III, Section 2, 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.

ARTICLE III: PROCEDURES

Section 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 directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

Section 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 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.

Section 3. Procedures for Addressing the Conflict of Interest

  1. 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. 
  2. 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.
  3. 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.
  4. 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.

Section 4. Violations of the Conflicts of Interest Policy

  1. 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.
  2. 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.

ARTICLE IV: RECORDS OF PROCEEDINGS

The minutes of the governing board and all committees with board delegated powers 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 governing board's or committee's decision as to whether a conflict of interest in fact existed.
  2. he 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.

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ARTICLE V: COMPENSATION

Section 1. 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.

Section 2. 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.

Section 3. 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.

ARTICLE VI: 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:

  1. Has received a copy of the conflicts of interest policy,
  2. Has read and understands the policy,
  3. Has agreed to comply with the policy, and
  4. 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.

ARTICLE VII: PERIODIC REVIEWS

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:

  1. Whether compensation arrangements and benefits are reasonable, based on competent survey information and 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 in an excess benefit transaction.

ARTICLE VIII: USE OF OUTSIDE EXPERTS

When conducting the periodic reviews as provided for in Article VII, 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.


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