Rocky Hill Elementary School Parent-Teacher Organization, Inc.

Knoxville, Tennessee

Bylaws

 

Article 1: Name and Place of Business

The name of this non-profit organization shall be ROCKY HILL ELEMENTARY SCHOOL PARENT

TEACHER ORGANIZATION, INC. Its place of business shall be ROCKY HILL ELEMENTARY

SCHOOL, 1200 Morrell Road, in the city of Knoxville in the county of Knox, Tennessee.

 

Article 2: Purpose

The purpose of this non-profit organization shall be to promote the welfare of the children of Rocky Hill School, to bring into closer relationship the home and the school and to foster relationships among school, parents, teachers and community. 

 

Article 3: Membership

The membership of this organization shall be open to all parents, guardians and/or family members of Rocky Hill Elementary School students and to all faculty and staff of Rocky Hill Elementary School.  Dues, if any, will be established by the Board of Directors.

 

Article 4: Board of Directors

The executive power of the PTO shall be vested in a duly elected Board of Directors which shall have general charge and control of the affairs, funds, and property of the PTO. The Board of Directors shall set, administer and evaluate policy governing the direction and organization of the PTO.   The Board of Directors shall establish and periodically review Standing Rules to further the goals of the PTO.  

 

The Board of Directors shall be comprised of the President, President-Elect, Secretary, Treasurer, Parliamentarian, Principal, Teacher Representative, Operations Council Director, Communications Council Director, Education Council Director, Fundraising Council Director, Membership/Hospitality Council Director, and Nominating Chair.

 

Section 1. Officers 

A.        PRESIDENT

1.         The President shall be the Chief Executive and Operating Director of the PTO.

2.         The President shall preside at all membership meetings and Board of Directors’ meetings.

3.         The President shall serve as an ex-officio member of all committees and shall coordinate the work of all officers and committees in order that the purpose of the organization is served.

4.         The President is authorized to sign all contracts and obligations approved by the Board of Directors and/or Membership, to co-sign all checks along with the President-Elect and/or the Treasurer when needed and to take other such actions as may be necessary to accomplish the business of the PTO.

 

B.        PRESIDENT-ELECT

1.         Whenever possible, the President-Elect shall serve as the President in the year following service as President-Elect.  If the President-Elect is unable to serve as President, a President shall be elected from the slate prepared by the Nominating Committee. See Article 4, Section 2.

2.         The President-Elect shall assist the President and perform all duties and exercise all powers of the President in his/her absence or inability to serve.

3.         The President-Elect shall co-sign all checks for approved expenses.

 

 

C.        SECRETARY

1.         The Secretary shall keep all Board and General membership meeting minutes.

2.         The Secretary shall keep and maintain all operational records of the PTO, including the minutes  book, bylaws, standing rules and job descriptions and others, as determined by the President.

 

D.        PARLIAMENTARIAN

1. The Parliamentarian shall be familiar with the Bylaws and shall advise the Board on any issues or questions regarding the Bylaws, rules, operation or procedure of the Board.

2. Whenever appropriate, the Parliamentarian shall be responsible for drafting and presenting bylaw changes to the Board.  

 

E.         TREASURER 

1.         The Treasurer shall prepare an annual budget to be presented to the Board of Directors as soon as practicable after taking office.

2.         The Treasurer shall present a current financial statement to the Board of Directors at each regularly called meeting of the Board and at General Membership meetings.  

3.         The Treasurer is authorized to sign any and all contracts authorized by the Board.

4.         The Treasurer shall co-sign all checks for approved expenses along with the President-Elect.

5.         The Treasurer shall be responsible for the filing of the 501(c)(3) status with the Secretary of State and the Internal Revenue Service and for the filing of any other compliance documents as required by law.  

6.         The Treasurer shall be primarily responsible for depositing PTO funds from all fundraisers and other income sources.

7.         The Treasurer shall follow all guidelines of the Knox County Cooperative Agreement.

 

F.         COUNCIL DIRECTORS

The following Councils are established by the PTO Board to carry out specific functions, as defined by the Board.  Each Council shall be headed by a Council Director, who shall be elected through the Nominating Process set out in Article 4 and shall serve as a full and voting member of the Board:

1. Operations Council

2. Communications Council

3. Education Council

4. Fundraising Council

5. Membership/Hospitality Council 

 

Council Directors are authorized to sign contracts approved by the Board and to take other such actions as may be necessary to accomplish the function and goals of their respective Councils.   The express responsibilities of each Council Director shall be established by the Board as needed and set out more fully in the Standing Rules.  

 

G.        PRINCIPAL

The Principal shall serve as the liaison between the Board of Directors and the school staff. The Principal may designate the Assistant Principal to serve in his/her place as needed.

 

H.        TEACHER REPRESENTATIVE

The Teacher Representative shall represent the teachers on the Board of Directors.

The Teacher Representative shall be elected by the teachers. The Teacher Representative may designate any RHES teacher to represent the teachers in his/her absence at a Board of Directors meeting.

 

1. SPECIAL NON-VOTING POSITIONS

The following special, non-voting positions are established by the PTO.

1. Assistant Treasurer; and

2. Assistant Membership Council Director.

 

Due to the unique nature of the positions of Treasurer and Membership Council Director, whenever possible, the Assistant Treasurer and Assistant Membership Council Director shall elevate to Treasurer and Membership Council Director in the year following service in the Assistant position.  These positions shall be included on the Nomination slate, but shall not be counted voting members of the Board.  The responsibilities of each position shall be established by the Board as needed and set out more fully in the Standing Rules.  

 

Section 2. Nominations and Elections

1. NOMINATING CHAIR

The Nominating Chair shall be appointed each year by the President-Elect and approved by the outgoing Board of Directors.  The Nominating Chair shall head the Nominating Committee, as defined in Section B.  

 

B.        NOMINATING COMMITTEE

1.         The Nominating Committee, which shall be formed by the Board, shall consist of the Nominating Chair and the following members: 

a.  One Member, elected by the Board of Directors

b.  One Member, elected by the Classroom Representatives

c.  One Member, elected by the Faculty; and

d.  One Member appointed from the general membership by the Nominating Chair.  

 

1. The Nominating Committee shall be charged with preparing a single slate for all

Officers and Council Directors (excluding Principal and Teacher Representative) including the special positions of Assistant Treasurer and Assistant Membership Council Director.  Nomination forms shall be made available to the Membership and shall be used by the Nominating Committee as a tool for developing the slate of nominees.

 

1. The Nominating Committee shall also be charged with recruiting Committee Chairs for all standing committees established by the Board in the Standing Rules.  

 

1. ELIGIBILITY.  To serve on the PTO Board, an individual must be a member of the Rocky Hill Elementary PTO for the year in which their term will be served. To serve as President-Elect, a candidate must have previously served on the PTO Board or Council.  

D.        ELECTION.  The slate of nominees, as developed by the Nominating Committee and approved by the Board, shall be presented to the General Membership for approval.  

 

E.         TERM OF OFFICE.  The term of office for all Directors and Council members shall be one year. Whenever possible, a director should be limited to two consecutive terms in the same office.  Furthermore, no Director shall hold more than one office at a time.  Directors and Council members shall assume duties immediately following the May meeting of the Board, or as soon as is practicable.

 

Section 3. Vacancies

In the event of a vacancy on the Board of Directors, the Board shall appoint a member to fill the vacancy until the next membership meeting, at which time a single slate for the vacancy shall be presented to the membership for approval.  Upon approval by the membership, that individual shall serve until the expiration of the original term of office.

 

Article 5:  Board Meetings

Section 1.  Regular Meetings.

The Board of Directors shall hold no fewer than 8 meetings per calendar year.  

 

Section 2.  Special Meetings.  

Special meetings may be called by the President, or upon written request of three members of the Board. Notice of the time and place of each special meeting shall be given to each member of the Board. Notice of at least 12 hours in advance of the meeting shall be sufficient notification.

 

Section 3. Quorum

A majority of the Board of Directors shall constitute a quorum.

 

Section 4. Voting

A majority vote shall be required to conduct the business of the Board.  The Board of Directors may choose to conduct a vote by electronic mail if all Board members agree that discussion of the issue is not necessary to the vote.  If a vote is taken by electronic mail, the President shall electronically mail the results of the same to all Board members and shall read the result of the electronic vote into the minutes of the next regularly scheduled meeting. 

 

Article 6:  General Membership Meetings

Section 1.   Meetings 

At least one General Membership Meeting shall be held each year.  Additional membership meetings may be called at the discretion of the Board of Directors.

 

Section 2. Quorum

A two-thirds majority of all voting members present is necessary to pass a motion. A quorum is not required.

 

Section 3. Meeting Facilities

All General Membership meetings and official functions of the PTO shall be held at Rocky Hill Elementary School or at facilities which do not discriminate on the basis of race, religion or national origin.  

 

Article 7: Councils and Committees

Section 1.  Councils

The following Councils are established by the PTO Board to carry out specific functions, as defined by the Board.  

1. Operations Council

2. Communications Council

3. Education Council

4. Fundraising Council

5. Membership/Hospitality Council 

 

Each Council shall be comprised of a Council Director and such Committee Chairs or members as the Board determines should fall under the direction of that Council.  

 

Section 2. Standing Committees

In addition to Councils established herein, the Board may establish Standing Committees necessary to fulfill the mission of the PTO and its Councils.  The purpose and goals of each committee shall be provided for in the Standing Rules.  Committee Chairs and Assistant Chairs shall be appointed by the Nominating Committee and shall serve in their respective positions for one year or until their successors are appointed.   Committee Chairs and Assistant Chairs may be removed from office before the expiration of the term by a two-thirds vote of the Board of Directors.  

 

Section 3. Special Committees

The Board of Directors may create Special Committees and shall designate their powers and term.

 

Article 8: Amending the Bylaws

These bylaws may be amended by a two-thirds vote of the Board of Directors, provided that the Board shall give at least 2 weeks’ notice to the membership of any meeting at which the Board will vote on bylaw changes.  Prior notice to the membership should include the date and time of the meeting and a brief summary of the proposed changes.  Notice to the membership may be provided by publication or email.  

 

Article 9:  Dissolution

This organization may be dissolved with previous notice (14 calendar days) and a two-thirds vote of those present at the meeting.  In the event of dissolution, all remaining assets of the PTO shall be distributed in accordance with the purposes set out in Article 2 of these Bylaws. 

 

Article 10:  Conflict of Interest

Whenever a Board member has a financial or personal interest in a transaction or contract being considered by the PTO Board, the Board member must fully disclose the nature of that interest and abstain from discussion, lobbying and voting on the matter.  Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested Board members determine that it is in the best interest of the organization to do so.  The minutes of the meeting at which such votes are taken shall record such disclosure, abstention and rationale for approval. This provision is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable corporations.

 

 

 

 

By-laws revised on March 21, 2017