South Vienna Parent Teacher Organization By­Laws

Revised/adopted April 8, 2019


Article I ­ NAME ­ The name of and location of this organization shall be South Vienna

 Parent Teacher Organization (PTO), South Vienna School, 140 W Main St, South Vienna, OH 45369.

Article II ­ PURPOSE STATEMENT ­ We, the officers, of the Parent Teacher

Organization of South Vienna School, along with the members of the

organization, hold that the purpose of the organization is to aid the students and staff of

South Vienna School by providing support for educational and recreational

Needs and to promote open communication between the administration, teachers and

parents and encourage school spirit and pride. Through fundraising and family activities, we will promote positive school and community relationships that enhance our children’s educational environment.

Article III ­ POLICIES The policies of the PTO shall be developed through meetings and

committees and shall not direct or control the administrative activities of the school.

Article IV ­ Membership       


SECTION I. MEMBERSHIP ­ The members shall be parents or guardians of students,

teachers and staff South Vienna School and attend PTO meetings. There

will be no membership dues. All PTO members are expected to help out at school

functions as needed.

Article V ­ OFFICERS:


SECTION I. Executive Board ­ The PTO Executive Board shall consist of the following elected

officers: President, Vice President, Secretary, Treasurer, and Reporter

The PTO Board has the authority to reassign job duties as required. No positions may be shared.

SECTION II. Term of Office ­ The term of office for all officers is one year

beginning June 1st and ending May 31st of the following year.

 SECTION III. Qualifications ­ Any PTO member in good standing may become

an officer of the PTO except as noted:

1. President ­ Must have served on SV PTO for at least one year prior

2. Treasurer ­ Must have served on SV PTO for at least one year prior



Executive Board: Develop the PTO’s annual budget, establish and

oversee committees to conduct the work of the PTO, establish fundraising

programs, and approve by majority vote of the Board un­budgeted expenditures

of no more than $500. Pre­-approve expenditures greater than $500 before coming to a

vote before the PTO membership.


1. Preside at all meetings of the organization and of the executive committee. If

    the President if unavailable, he/she will make arrangements with the Vice


2. Perform such other duties as assigned by the organization.

3. Member ex­-officio of all committees.

4. Coordinate the work of the officers and committees of the organization in

    order that the objectives may be accomplished.

5. President responsible for all incoming money from fundraisers. This money and

    report will be turned over to the Treasurer.

6. Serve as an authorized signatory of all PTO checks.

7. Direct liaison between the PTO and the principal, the teachers and the


8. Approve all other relevant PTO correspondence.


1. Attend all PTO meetings. In the event the President is unable to attend

    meetings, the Vice ­President will preside.

2. Should the President be unable to complete his/her term, the Vice President

    would assume the office of President.

3. Oversee the Committee system for PTO Fundraisers and other PTO


4. Perform such other duties as assigned by the organization.


1. Attend all the PTO meetings and record the official minutes.

2. Distribute a summary of the meeting minutes via email and PTO website.

3. In the event the President and Vice President and are unable to attend a meeting, the       

    Secretary will preside.

4. Maintains a record of activity reports.

5. Maintains a record of PTO guidelines as they are approved, adopted, and/or



1. Attend all PTO meetings and provides financial update at each


2. Serve as an authorized signatory on all PTO accounts.

3. Maintains a record of activity reports.

4. At the end of the current school year, The treasurer will prepare and

    present a written annual financial report to the incoming board.

5. Responsible for processing fund­raising funds for school events.


1. Attend all PTO meetings.

2. Responsible for the publicity of all events. i.e. Facebook, website

3.Assist in promotion of all events via flyer creation and distribution, website and social media

4. Keep the official history of the PTO

SECTION V ­ Coordinators/Committees ­ The President or the President’s designee

shall appoint South Vienna PTO members, or parent volunteers, as Coordinators of PTO events or to Committees. All such appointments shall be approved by the PTO Board before serving. Coordinators will not have voting privileges on the PTO Board. Coordinators and Committee members serve at the pleasure of the PTO Board under such rules and regulations as the PTO Board may approve. Coordinators may be but not limited to: Staff Appreciation Luncheon, Mother-Son Event, Daddy-Daughter Dance. The coordinators shall be responsible for reporting to the PTO plans and activities of the committee to the PTO officers, which may approve all such reports.

SECTION VI. BOARD MEETINGS ­ Meetings of the PTO Board will be held

monthly shortly before the monthly General Meetings or as needed as designated by the

President. A two-­thirds majority of Board members shall be present to transact


SECTION VII. REMOVAL OF OFFICERS ­ Any officer may be removed from

office by the affirmative vote of two thirds of all remaining board members at

any regular or special meeting called for that purpose, for conduct detrimental

to the interests of the organization or refusal to render reasonable assistance

in carrying out its purpose. Any officer proposed to be removed shall be entitled

to five days notice in writing prior to the meeting at which such removal is to be

voted upon.


SECTION VIII. VACANCY ­ Vacancies on the board occurring during the

year may be filled by a PTO member approved by a majority vote of the

remaining members of the PTO Executive board.




1. Nominations for PTO Officers will be accepted at the April General PTO


2. The Executive Board will bring forth the nominations for the General Elections

    at the May General PTO Meeting.

a. These nominations will be brought forth and made known to South Vienna Parents,

                guardians, teachers and staff at least five days prior to election.

b. Nominations can be made from the floor at the May General PTO



1. All members of the PTO are eligible to vote in the General Election.

2. Officers will be elected at the May General PTO Meeting via voice vote if an

    officer position is unopposed or by ballot if more than one person is running

    for an officer position..

a. Ballots will be counted by PTO Board Members, exclusive of those running for office.

b. A majority of the votes is required. Should no person receive a majority of the vote, a  

    run-off between the two (2) persons who received the largest number of votes shall be

    Immediately held.



1.Installation of new executive board members will occur at the last General

    PTO Meeting in May after the General Elections.

2.The newly elected officers will assume their duties on June 1st of the year of

    their election.

3.The new officers will meet with the outgoing officers within 2 weeks of the new

    officers assuming their duties. The outgoing officers will surrender all

    information to the new officers.

Article VII ­ General Meetings


SECTION I. REGULAR MEETINGS­ Monthly meetings will be held during each

school year. The time and place will be determined at the first Executive Board meeting each new year. Any member is welcome to attend and provide input to the

PTO board.

SECTION II. VOTING PRIVILEGES ­ Each member in attendance will have one

vote. A majority vote of those present at any meeting shall be required for all action

taken by the organization. Proxy, absentee, mail, and/or email ballots will not be

allowed for voting.

SECTION III. QUORUM ­ A majority of the regular members of the PTO Officers shall constitute a quorum for the transaction of business.

Article VIII. Financial Policies



a. Monetary requests will require pre­-approval by the PTO

                Executive Board.

b. All monetary requests will be submitted to the Executive Board

                and approved by the Executive Board before a membership vote.

c. Financial obligations will not be made without sufficient funds to cover

                commitments and without receipt(s) of transactions.

d. A monetary amount of $1000.00 must be carried forward to the

                upcoming school year.

SECTION II ­ Banking ­ All moneys of the South Vienna PTO shall be deposited by the

Treasurer in a Federal or State chartered bank or credit union approved by the Board.

a. The authorized signatures of the account shall by President and Treasurer.

b. The account shall be carried in the name of South Vienna PTO and bear the tax

                ID . 26-313-8607

SECTION III. Fiscal Year ­ The fiscal year of the PTO begins on June 1st and

ends on May 31st of the following year.

SECTION IV. Contracts ­ Authority to sign contracts is limited to the President or the

President’s designee.

SECTION V ­ Compensation of Executive Board Members ­ Members of the PTO

executive board will receive no monetary compensation in the form of salaries, health

benefits, investments, stipends, pensions, retirement accounts or other forms of

compensation for PTO related services. Members of the PTO Executive Board may at

times receive reimbursement for expenses directly related to the promotion and/or

running of PTO sponsored events. per Article VIII Section I.



SECTION I. By­laws may be amended at any General Membership Meeting by a vote of two ­thirds of the members present. Notice shall be given at least two (2) weeks prior to the meeting.

SECTION II. These by­laws may be reviewed and /or revised by the Board as necessary to meet changing needs and/or conditions in the school and community and brought to a vote of the General Membership.


The PTO may be dissolved at any time provided prior notice is given to the PTO Membership, a vote is taken at the next scheduled regular PTO meeting (a quorum must be met), and the request is approved by a majority vote of those present.

In the event that there is not enough participation to form a PTO board of at least 5 or if only employees of South Vienna School are available to fill PTO board positions, the PTO will dissolve and any remaining funds will be distributed as outlined in Article X Section I.

SECTION I. In the event of dissolution of the PTO without a successor organization, any funds remaining shall first be used to pay off any outstanding bills or debts and the remaining funds be donated to and divided equally between South Vienna Elementary and South Vienna Middle Schools, 140 W Main St, South Vienna, OH 45369.

SECTION II. Dissolution due to school consolidation into one campus K-12. In order to fairly service all students, the PTO may vote to dissolve and become a part of the Northeastern Boosters. Upon approval of vote, all remaining funds will be surrendered to booster treasurer and thereby absorbed into their general funds.

ARTICLE XI ­ PARLIAMENTARY AUTHORITY ­ The authority for this organization

shall be Robert’s Rules of Order Newly Revised.

ARTICLE XII – Conflict of Interest Policy


SECTION I. 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 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 II. 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:

i. An ownership or investment interest in any entity with which

                           the organization has a transaction or arrangement;

ii. A compensation arrangement with the organization 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 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 III. 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 to the PTO Executive Board and be given the

               opportunity to disclose all material facts to the the PTO Executive Board

               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 PTO Executive Board while

               the determination of a conflict of interest is discussed and voted upon.

               The PTO Executive Board shall decide whether a conflict of interest


c. Procedures for Addressing the Conflict of Interest.

i. An interested person may make a presentation at the PTO

   Executive Board 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


ii. The President of the PTO Executive Board shall, if

                            appropriate, appoint a disinterested person or committee to

                            investigate alternatives to the proposed transaction or


iii. After exercising due diligence, the PTO Executive Board 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.

iv. If a more advantageous transaction or arrangement is not

                           reasonably possible under circumstances not producing a

                            conflict of interest, the PTO Executive Board 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

                            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.

ii. If, after hearing the member’s response and after making

                            further investigation as warranted by the circumstances, the

                            PTO Executive Board determines that the member has failed to

                            disclose an actual or possible conflict of interest, it shall take

                            appropriate disciplinary and corrective action.

SECTION IV. Records of Proceedings. The minutes of the PTO Executive

Board 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 PTO

                Executive Board’s decision as to whether a conflict of interest in fact


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


SECTION V. Compensation.

a. A voting member of the PTO Executive Board who receives

                compensation, directly or indirectly, from the organization for services is

                precluded from voting on matters pertaining to that member’s


b. No voting member of the PTO Executive Board 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.

SECTION VI. Annual Statements. Each director and principal officer and

committee member with governing board 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 its federal tax exempt status it must engage primarily in

activities which accomplish one or more of its tax exempt purposes.

SECTION VII. Periodic Reviews. To ensure that 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


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 VIII. 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


These bylaws adopted on: April 8, 2019