ARTICLE I Name
The name of the organization shall be the Mannford PTO, Inc.
ARTICLE II Purpose
The corporation is organized for the purpose of supporting the education of children at Mannford Public Schools by fostering relationships among the school, parents, and teachers.
ARTICLE III Members
Section 1. Any parent, guardian, other person standing in loco parentis for a student at the school, or any person living in the school district may be a member and shall have voting rights.
Section 2. Dues of $10.00 a person or $15.00 for two family members per year which must be paid at least 14 calendar days before the meeting to be considered a member in good standing with voting rights.
ARTICLE IV Officers and Elections
Section 1. Officers. The officers shall be a president, vice president, secretary, and treasurer.
a. President. The president shall preside over meetings of the organization and execute board, serve as the primary contact for the principals, represent the organization at meetings outside the organization, serve as an ex officio member of all committees except the nominating committee, prepare the agenda, and coordinate the work of all the officers and committees so that the purpose of the organization is served.
b. Vice President. The vice president shall assist the president and carry out the president’s duties in his or her absence or inability to serve.
c. Secretary. The secretary shall keep all records of the organization, take and record minutes, prepare the agenda, handle correspondence, and send notices of meetings to the membership. The secretary also keeps a copy of the minutes book, bylaws, rules, membership list, and any other necessary supplies, and brings them to meetings.
d. 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 board. He or she will present a financial statement at every meeting and at other times of the year when requested by the executive board, and make a full report at the end of the year.
Section 2. Nominations and Elections. Elections will be held the second to the last meeting of the school year. The nominating committee shall select a candidate for each office and present the slate at a meeting held one month prior to the election. At that meeting, nominations may also be made from the floor. Voting shall be by voice vote if a slate is presented. If more than one person is running for an office, a ballot vote shall be taken.
Section 3. Eligibility. Members are eligible for office if they are members in good standing at least 14 calendar days before the nominating committee presents its slate.
Section 4. Terms of Office. Officers are elected for one year and may serve no more than two (2) consecutive terms in the same office. Each person elected shall hold only one office at a time.
Section 5. Vacancies. If there is a vacancy in the office of president, the vice president will become the president. At the next regularly scheduled meeting, a new vice president will be elected. If there is a vacancy in any other office, members will fill the vacancy through an election at the next regular meeting.
Section 6. Removal From Office. Officers can be removed from office with or without cause by a two-thirds vote of those present (assuming a quorum) at a regular meeting where previous notice has been given.
ARTICLE V Meeting
Section 1. Regular Meetings. The regular meeting of the organization shall be on the third Thursday of each month during the school year at 6:30 p.m., or at a time that place determined by the executive board at least one month before the meeting. The annual meeting will be held at the April regular meeting. The annual meeting is for receiving reports, electing officers, and conducting other business that should arise. The secretary will notify the members of the meetings via flyer, email, text, telephone call or other lines of communication at least one week prior to the meeting.
Section 2. Special Meetings. Special meetings may be called by the president, any
two members of the executive board, or five general members submitting a written
request to the secretary. Previous notice of the special meeting shall be sent to the
members at least 10 days prior to the meeting via flyer, email, text, telephone call or
other lines of communication.
Section 3. Quorum. The quorum shall be 5 members of the organization.
ARTICLE VI Executive Board
Section 1. Membership. The Executive Board shall consist of the officers,
principal, and standing committee chairs.
Section 2. Duties. The duties of the Executive Board shall be to transact business
between meetings in preparation for the general meeting, create standing rules and
policies, create standing and temporary committees, prepare and submit a budget to
the membership, approve routine bills, and prepare reports and recommendations to
Section 3. Meetings. Regular meetings shall be held monthly, on the same day and
at the same time each month, to be determined by the board. Special meetings may
be called by any two board members, within 24 hours notice.
Section 4. Quorum. Half the number of board members plus one constitutes a
ARTICLE VII Finances
Section 1. Membership. Committees may consist of members and board members,
with the president acting as a ex officio member of all committees.
Section 2. Standing Committees. The following committees are proposed to be held
by the organization, Fundraising, Communications, Family Events, Nominating, and
Section 3. Additional Committees. The board may appoint additional committees
ARTICLE VIII Finances
Section 1. A tentative budget shall be drafted in the fall for each school year and
approved by the majority vote of the members present.
Section 2. The treasurer shall keep accurate records of any disbursements, income,
and bank account information.
Section 3. The board shall approve all expenses of the organization.
Section 4. Two authorized signatures shall be required on each check over the
amount of $200.00. Authorized signers shall be two officers and/or directors, not to
Section 5. The counting of the collection of money during a fund raiser must be
counted and a receipt signed by two members, one of them being an Executive Board
Section 6. The treasurer shall prepare financial statement at the end of the year, to be
reviewed by the Audit Committee.
Section 7. Upon the dissolution of the organization, any remaining funds should be
used to pay any outstanding bills and, with the membership’s approval, spent for the
benefit of Mannford Public Schools.
Section 8. The fiscal years shall coordinate with the school year.
ARTICLE IX Parliamentary Authority
Robert’s Rules of Order shall govern meetings when they are not in conflict with the
ARTICLE X Standing Rules
Standing rules may be approved by the Executive Board, and the secretary shall keep
a record of the standing rules for future reference.
ARTICLE XI Dissolution
The organization may be dissolved with previous notice (14 calendar days) and a
twothirds vote of those present at the meeting.
ARTICLE XII Amendments
These bylaws may be amended at any regular or special meeting, providing that
previous notice was given in writing at the prior meeting and then sent to all members
of the organization by the secretary. Notice may be given flyer, email, text, telephone
call or other lines of communication. Amendments will be approved by a two-
thirds vote of those present, assuming a quorum.
ARTICLE XIII Conflict of Interest Policy
Section 1. Purpose. The purpose of the conflict of interest policy is to protect this
taxexempt 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 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.
a. Interested Person. Any director, principal officer, 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.
b. Financial Interest. A person has a financial interest if the person has,
directly or indirectly, through business, investment, or family:
organization has a transaction or arrangement.
entity or individual with which the organization has a transaction or arrangement; or
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
appropriate governing board or committee decides that a conflict of interest exists.)
Section 3. 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 and members of
committees with governing boarddelegated powers who are 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 conflict of interest is discussed and voted upon. The remaining
board or committee members shall decide whether a conflict of interest exists.
c. Procedures for Addressing the Conflict of Interest.
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.
appropriate, appoint a disinterested person or committee to investigate alternatives to
the proposed transaction or arrangement.
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.
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 Conflict of Interest Policy.
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.
investigation as warranted by the circumstances, the governing board or committee
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 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
i. An ownership or investment interest in any entity with which the
ii. A compensation arrangement with the organization or with any
iii. A potential ownership or investment interest in, or compensation
i. An interested person may make a presentation at the governing
ii. The chairperson of the governing board or committee shall, if
iii. After exercising due diligence, the governing board or
iv. If a more advantageous transaction or arrangement is not
i. If the governing board or committee has reasonable cause to
ii. If, after hearing the member’s response, and after making further
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.
Section 5. Compensation. At this time there is no compensation to members with
regard to this organization and its activities.
Section 6. Annual Statements. Each director, principal officer, and member of a
committee with governing boarddelegated powers shall annually sign a statement
which affirms that such person:
Has received a copy of the conflict of interest policy;
Has read and understood the policy;
Has agreed to comply with the policy; and
Understands that the organization is charitable and that in order to maintain
a federal tax exempt status it must engage primarily in activities which accomplish
one or more of the 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 the 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, are based on competent survey information, and are 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 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 governing board of its responsibility for ensuring that periodic reviews are conducted.