SONORAN SKY ELEMENTARY SCHOOL
PARENT TEACHER ORGANIZATION
NAME AND ORGANIZATION
1.01 Name. The name of this association is the SONORAN SKY ELEMENTARY SCHOOL PARENT TEACHER ORGANIZATION, INC. (hereinafter “PTO”). It also shall be known as the Sonoran Sky PTO, SSKY PTO or PTO. It is located in the City of Scottsdale, County of Maricopa in the State of Arizona. The name of the organization and the names of any members in their official capacities shall be used only in the furtherance of the purposes of the organization and not in connection with any commercial, partisan or sectarian interests. It is not directly affiliated with any other group.
1.02 Articles of Organization. This organization exists as a non-profit, incorporated organization of its members. Its “Articles of Organization” comprise these By-laws, as from time to time amended. This organization is organized exclusively to support the education of students at Sonoran Sky Elementary School within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding Section of any future Federal Tax Code.
2.01 Membership. Membership in the PTO shall be available without regard to race, color, creed, or national origin and is open to all Sonoran Sky Elementary teachers, administrators and adults from a household where a current Sonoran Sky Elementary student resides, including, but not limited to, parents, guardians, and heads of households.
2.02 Voting. Each member in attendance of a meeting and in good standing shall be counted as having one vote on any given matter.
3.01 PTO Board. The PTO Board shall consist of the Executive Board officers, Sonoran Sky Elementary School Principal, elected Chairpersons of Standing Committees, and three (3) teacher representatives.
(a) All PTO Board members are expected to attend all PTO Board meetings scheduled throughout the year. Failure to attend two (2) consecutive PTO Board meetings (without President approval) may result in a motion to be brought before the Executive Board to initiate revocation of the individual’s PTO Board position
(b) Perform the duties prescribed in these Bylaws and in other related documents, established from time to time, to assist in the day to day management of the PTO, and provide for orderly succession. Any related documents must comply with these Bylaws and be approved and amended in accordance with Article X.
3.03 Term of Office. The PTO Board shall assume their official duties at the end of the school year, and shall serve for a term of two years and/or until the election and qualification of their successors.
3.04 Consecutive Terms. A person shall not be eligible to serve more than two consecutive terms in the same office, unless that person is the only nominee for that office.
3.05 President and Treasurer Inaugural Years. Every effort shall be made for the President and the Treasurer to alternate their inaugural years; however, at no time shall the President and Treasurer leave office simultaneously.
3.06 Vacancy. A vacancy occurring in any office (other than the Executive Board) shall be filled, for the remaining of the term, by a person nominated by the Executive Board and approved by the membership in accordance with Article V. In case of a vacancy in the office of President, the Treasurer shall serve until such special election. In the case of a vacancy in both the office President and Treasurer, the Secretary shall serve until such special election.
3.07 Teacher Representatives. Teachers shall hold their own election to decide their three (3) representatives to the PTO. Neither the PTO Board nor the Executive Board shall decide teacher representatives.
3.08 Votes. Each individual serving on the PTO Board will be counted as having one vote on any given matter.
EXECUTIVE BOARD OFFICERS
4.01 Executive Board Officers. The Executive Board Officers shall consist of the President, Past President or President-Elect, Treasurer, Secretary, Vice President of Fundraising, and Vice President of Marketing.
4.02 General Duties.
(a) All Officers are expected to attend all PTO Board and Executive Board meetings scheduled throughout the year. Failure to attend two (2) consecutive PTO Board meetings and/or two (2) consecutive Executive Board meetings (without President approval) may result in a motion to be brought before the Executive Board to initiate revocation of the individual’s PTO Board position
(b) Perform the duties prescribed in these Bylaws, provide for orderly succession, and other duties that may be assigned.
4.03 Votes. Each member serving on the Executive Board will be counted as having one vote on any given matter and no member shall hold more than one position on said Board.
4.04 Position Responsibilities.
(a) President. The President shall preside at all meetings of the PTO and of the Executive Board and may represent the PTO at meetings outside the organization. The President shall also perform such other duties as assigned by the PTO Board or by the Executive Board; and shall coordinate the work of the Officers and committees of the PTO, in order that the purposes and policies of the organization are promoted.
(b) Treasurer. The Treasurer shall have custody of all funds of the PTO; shall keep a full and accurate account for receipts and expenditures, and shall make disbursements as authorized by the President. The Treasurer shall present a report at every meeting of the PTO and at other times when requested by the Executive Board and shall make a full report at the last meeting of the year. The Treasurer shall act as an assistant to the President and shall perform the duties of the President in the absence or disability of the President until the office is filled. The Treasurer shall only act as a facilitator for the School Support Funds. S/he shall keep a full and accurate account for the receipts and expenditures; and shall make disbursements as authorized by the Sonoran Sky Elementary School administration.
(c) Secretary. The Secretary shall record the minutes of all meetings of the PTO and of the Executive Board including ensuring a proper quorum has been met for each vote. S/he shall be responsible for any and all duties assigned by the Executive Board.
(d) President-Elect or Past President. In alternating years, the Executive Board shall include either a President Elect or Past-President. In a President’s first year in office, the Past-President shall sit on the Executive Board. In a President’s second year in office, the President-Elect shall be an Executive Board Officer.
(i) The President-elect shall serve as an apprentice to the President during the year with a full understanding that he/she will serve as President the following two (2) school years. In the event there is no President-Elect, the Executive Board shall nominate a member in good standing to replace said position on the Executive Board. Members shall approve the nominee by vote at the next general PTO meeting. In the event another member comes forward and self-nominates themselves for the vacant position, voting shall be in accordance with Section 5.04.
(ii) The immediate Past-President shall serve as an advisor to the President. In the event there is no Past-President, the Executive Board shall nominate a member in good standing to replace said position on the Executive Board. Members shall approve the nominee by vote at the next general PTO meeting. In the event another member comes forward and self-nominates themselves for the vacant position, voting shall be in accordance with Section 5.04.
(e) Vice President of Marketing. The Vice President of Marketing shall oversee all marketing and communication efforts of the PTO. This includes but is not limited to the PTO website, social media efforts, newsletters/e-blasts, school spirit items, yearbook and printed materials. They will provide oversight and guidance to Marketing committee chairs, and will obtain status reports from those chairs in order to report to the Executive Board. They will ensure that all marketing and communication activities align and meet with that year’s budget, and will bring any new business that
would require additional funding to the Executive Board for approval. The Vice President of Marketing will meet with the Principal on a regular basis to gain approval of documents disseminated to the public.
(f) Vice President of Fundraising. The Vice President of Fundraising shall oversee all fundraising efforts of the PTO. This includes but is not limited to voluntary donation, community business partnerships, and other fundraising activities/events. They will provide oversight and guidance to Fundraising committee chairs, and will obtain status reports from those chairs in order to report to the Executive Board. They will ensure that all fundraising activities align and meet with that year’s budget, and will bring any new business that would require additional funding to the Executive Board for approval. The Vice President of Fundraising acts as a liaison between outside fundraising partnerships and the PTO.
5.01 Elections. Except in the case of Vacancies (as defined in 5.05), the PTO Board shall be elected within the last three (3) months of the school year by written vote or as otherwise stated herein. Elections for Vacancies may be held at anytime during the year, as necessary.
5.02 Qualifications. Only those persons who have consented to serve if elected shall be nominated for the office, and only those persons affirming a desire to serve shall be a candidate for office. To qualify for an office, a person must be a PTO member in good standing.
5.03 Nomination Period.
(a) The organization shall publish a list of open chair and officer positions and solicit interested candidates no later than one (1) month before the scheduled regular election.
(b) Nominations must be received by the President no later than fourteen (14) days before the election. In the event no nominees come forward for a position, the Executive Board may nominate a member.
(c) The names of nominees for each position will be made available to the membership at least seven (7) days prior to the election date. The date of the election will be posted (7) days prior to the election date.
(d) The President shall present the nominees at the next regularly scheduled meeting. At that meeting, nominations for open positions may also be made from the floor prior to a motion to close the Nomination Period.
(a) Unopposed Candidate. If no floor nominations are made and the candidate for a position is unopposed, voting shall be by voice vote and the candidate will be affirmed with a majority vote of all persons in attendance at the meeting.
(b) Multiple Candidates. If more than one nomination is received for an office during the Nomination Period, written ballot voting shall take place over a five (5) day period.
(c) Count. The Executive Board shall hold a meeting to count the votes of any written ballot election at the end of the 5th day and publish the results.
5.05 Vacancies. Vacancies are those positions that are not filled during the regular nomination and election process described above. Vacancies may occur unexpectedly at any time during the year and may be filled at any time as necessary in accordance with these Bylaws. Vacancies shall be announced, and candidates solicited, as soon as reasonable and possible. In the event no nominees come forward for a vacant position for the PTO Board within fourteen (14) days of the vacancy announcement, the Executive Board may nominate a member to fill such vacancy. Such person will be confirmed by a majority voice vote at a PTO meeting in accordance with Section 5.04.
6.01 Executive Board. The Executive Board shall consist of the President, the President-Elect or Past President, Treasurer, Secretary, Vice President of Marketing, the Vice President of Fundraising, and the Principal (or principal representative). Each member of the Executive Board shall have one (1) vote and under no circumstances shall an Executive Board officer hold more than one position on said Board.
6.02 Duties. The Executive Board shall have authority to the following without requiring a vote by the members:
(a) Transact necessary business in the intervals between general meetings and such other business as may be referred to it by the PTO.
(b) Create special and standing committees.
(c) Present a report at the general meetings of the PTO.
(d) Appoint a Certified Public Accountant to prepare and file annual tax returns.
(e) Maintain at all times insurance coverage for the PTO in the amounts of not less than $500,000/$1,000,000 personal injury and property damage.
The following duties shall require approval of the Executive Board and then a vote of the members for approval:
(f) Prepare a budget for the coming fiscal year.
(g) Approve any over-runs of a budgeted line item.
(h) Approve any contracts that affect the school and PTO.
(i) Approve the plans and work of the standing and special committees except for new business which must go to PTO members for discussion and vote
6.03 Removal. Any Officer may be removed by a two-thirds vote of the members present at a general meeting of the PTO, provided a quorum (2/3) of the Executive Board is present, or by a quorum vote of the Executive Board. The PTO shall inform the Officer whose removal is sought.
7.01 PTO Meetings. General meetings of the PTO shall be held at least every month during the school year, unless otherwise provided by the PTO Board or by the Executive Board.
7.02 Executive Board. The Executive Board shall meet prior to every PTO Board meeting. These meetings shall be open to all members and shall be so publicized in accordance with open meeting regulations.
7.03 Special Meeting. The Executive Board may call special meeting of either the Executive Board and/or PTO members with 24 hours or one day’s notice having been given.
7.04 Notice. Written notice of the place, date and time must be advertised to the membership at least (7) days prior to the meeting dates. Three (3) days notice must be given of a change in meeting dates or times.
7.05 Quorum. Two-thirds (2/3) of the Executive Board shall constitute a quorum for the transaction of any business at any Executive Board meeting. Two-thirds (2/3) of PTO Board shall constitute a quorum for the transaction of any business at any general meeting of this PTO. If a quorum is not present, business shall be carried on only if a quorum of the Executive Board is present. Items brought to vote require the affirmative vote of two-thirds (2/3) of the members present at any meeting.
8.01 Committees. The Executive Board may create Standing Committees, as it may deem necessary to promote the objectives of the PTO and carry on the work of the organization.
8.02 Chairperson Responsibilities.
(a) Chairperson(s) of each Standing Committee or subcommittee shall present a report of that committee’s activities at Executive Board and/or PTO member meetings, as necessary.
(b) Cooperate with the Executive Board and all other committees and committee members.
(c) Be responsible to stay within the proposed budget for their committee.
(d) The committee chairperson must approve all purchases for events or projects under their direction.
8.03 Special Committees. The power to form Special Committees and appoint their chairs and members rests with the PTO and/or the President, with the approval of the Executive Board. Since a Special Committee is created and appointed for a specific purpose, it is automatically out of existence when its work is done and its final report is received.
8.04 Ex Officio Membership. The President shall be a member ex officio of all committees.
9.01 Depositing Funds. All officers or designated others shall be responsible for the counting, recording, and depositing of funds from PTO sponsored events/fundraisers. All recording, and depositing procedures must be done by at least two (2) officers or designated Chairpersons. All counting procedures must be done by at least two individuals including at least one officer or one designated chairperson
9.02 Timely Deposits. Funds will be held in the school safe until deposited in the bank account by the president or treasurer. Funds shall be deposited in the bank within a week of an event or other collection. Ongoing events/fundraisers will deposit at least weekly. The appropriated deposit form should accompany every deposit.
9.03 Taxes. The proper tax form(s) must be filed with the IRS every year by the date required.
9.04 Budget Approval. A budget for the following fiscal year must be approved by members no later than the first PTO meeting of the school year.
9.05 Signature Authority. Signatures of both the Treasurer and the President shall be required on any check in excess of Five Hundred Dollars ($500.00).
9.06 Fiscal Year. Fiscal year shall end on the 30th of June in each year.
9.07 Dissolution. This organization may be dissolved with previous notice (14 calendar days) to the membership and a two-thirds (⅔) vote of those present at the meeting.
9.08 Distribution Upon Dissolution. Upon termination or dissolution, any assets lawfully available for distribution shall be distributed to benefit one (1) or more educational purposes at Sonoran Sky Elementary School as described in Section 501(c)(3) of the 1986 Internal Revenue Code (or described in any corresponding provision of any successor statute).
The Executive Board shall determine how such remaining assets to be distributed for such education purposes with approval of the majority of members.
10.01 The Rules contained in Robert’s Rules of Order shall act as a guide for the PTO in all cases in which they are applicable except where they are in conflict with these Bylaws.
11.01 Committee. The Executive Board may, from time to time, appoint a Special Committee of members for the purpose of reviewing and amending these Bylaws and any related documents. Any resulting amendments will be presented for approval and voted upon by the PTO Board, following the amendment.
11.02 Revision. The Bylaws and any related documents may be amended by the affirmative vote of two-thirds (2/3) of the members present at any meeting. Proposed amendment or revisions of either Bylaws or related documents or both, as the case may be, shall be circulated to the membership at least seven (7) days in advance of the meeting in which they will be voted upon.
11.03 Amended Document. All Bylaw revisions and/or amendments shall be changed in body under the appropriate article and section. Documentation of revisions shall be maintained in the secretary’s minutes for year revised. The date of the last revision shall be posted on the bottom of the document.
CONFLICT OF INTEREST
12.01 Purpose. The purpose of the 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 a member of the PTO 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.
(a) Interested Person. Any member 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:
(i) An ownership or investment interest in any entity with which the PTO has a transaction or arrangement;
(ii) A compensation arrangement with the PTO or with any entity or individual with which the organization has a transaction or arrangement; or
(iii) A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the PTO is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
(c) Organization. The PTO of Sonoran Sky Elementary including any committee or subcommittee.
A financial interest is not necessarily a conflict of interest. Under Section 11.03b, a person who has a financial interest may have a conflict of interest only if the appropriate Executive Board or committee decides that a conflict of interest exists.
13.01 Procedures for Addressing the Conflict of Interest.
(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 Executive Board and members of committees with delegated 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 Executive Board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Executive Board or committee members shall decide whether a conflict of interest exists. The Executive Board will have final authority to determine whether or not a conflict exists.
(c) An interested person may make a presentation to the Executive 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.
13.02 Procedures for Addressing Whether or Not a Conflict Exists
(a) The President of the Executive Board or coordinator shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
(b) After exercising due diligence, the Executive Board or committee shall determine whether the PTO 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.
(c) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Executive Board or committee shall determine by a majority vote whether the transaction or arrangement is in the PTO’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.
(i) Violations of the Conflict of Interest Policy.
(ii) If the Executive 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.
(iii) If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Executive 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. The Executive Board will be responsible for make final decisions of a possible conflict and any disciplinary or corrects action.
13.03 Records of Proceedings. The minutes of the Executive Board and all committees with 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 Executive 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.
(a) A voting member of the Executive Board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
(b) A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the PTO for services is precluded from voting on matters pertaining to that member’s compensation.
(c) No voting member of the Executive Board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the PTO, either individually or collectively, is prohibited from providing information to any committee regarding compensation from any non-Organizational source.
13.05 Annual Statements. Each Executive Board member and member of a committee with delegated powers shall annually sign a statement which affirms that such person:
(a) Has received a copy of the conflict of interest policy;
(b) Has read and understood the policy;
(c) Has agreed to comply with the policy; and
(d) Understands that the PTO is charitable and that in order to maintain its federal tax exempt status it must engage primarily in activities which accomplish one or more of its tax- exempt purposes.
13.06 Periodic Reviews. To ensure that the PTO 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, 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 PTO’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.
13.07 Use of Outside Experts. When conducting the periodic reviews as provided for in Section 11, the PTO 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.
Bylaws approved by Sonoran Sky PTO on May 3rd, 2016.