Bylaws

Article I.

Name and Corporate Offices

Section 1.   Name.  The name of the Organization shall be the Madison Heights Parent Teacher Organization (“Organization”).

Section 2.   Known Place of Business. The principal office of the Organization shall be 7150 N 22nd St, Phoenix, Arizona 85020, unless otherwise designated in the Articles of Incorporation or in a written statement or document duly executed and filed with the Arizona Corporation Commission.

Article II.

Purpose

In accordance with the Organization’s Articles of Incorporation, and consistent with its organization as a charitable organization within the meeting of Section 501(c)(3) of the Internal Revenue Code, the purpose of the Organization is to support the education of children at Madison Heights Elementary School by fostering relationships among the school, parents/caregivers, and teachers. 

Article III.

Membership

Section 1.   Eligibility. Any parent, guardian, or other adult standing in loco parentis for a student at the school may be a member and have voting rights. The principal, school administrators, and any teacher employed at the school may be a member and have voting rights.

Section 2.   Members in Good Standing; Voting Rights. To be considered a member in good standing with voting rights, a member must provide the required annual registration information, as determined by the Executive Board, in advance of any meeting where a vote will be held.  Members are entitled to only one vote per household. 

Article IV.

Officers and Elections

Section 1.   Eligibility to Hold Office. Any member in good standing of the Organization may serve as an officer.

Section 2.   Officers.  The officers shall be a President, Vice President, Secretary, First Treasurer, and Second Treasurer.  The offices of President, Vice President, and Secretary may be shared between two individuals, thus acting equally as co-officers. Any two or more offices may be held by the same person except that no one person may serve as both the First Treasurer and Second Treasurer.

A.  President: The President shall preside at all meetings of the Organization and the Executive Board; serve as the primary contact for the school principal; represent the Organization at meetings outside the Organization; serve as an ex officio member of all committees; ensure all corporation filings are kept current; and coordinate the work of all the officers and committees so that the purpose of the Organization is fulfilled.

B.  Vice President: The Vice President shall assist the President and carry out the President’s duties in their absence or inability to serve.  The Vice President shall also oversee the committees of the Organization. The Vice President shall have such powers and perform such duties as may be delegated to them by the Executive Board or assigned to them by the President.

C.  Secretary: The Secretary shall 1) have general charge of all the corporate books and records except for such financial books and records as are the responsibility of the First Treasurer and Second Treasurer; 2) take and record minutes; 3) handle correspondence; 4) manage the Organization’s electronic shared files; 5) send notices of meetings to the membership; and 6) perform all duties incident to the office of Secretary, and any other duties as may be assigned to them by the President.

D.  The First Treasurer, in accordance with all policies and procedures adopted by the Executive Board, shall 1) serve as custodian of the Organization’s finances; 2) properly maintain all financial books, records, and accounts of the Organization, including: a) maintenance of all financial activity in the approved computer based accounting system and b) preparation of monthly bank reconciliations, presentation of a reconciled financial statement at each monthly meeting of the Executive Board and at other times when requested by the Executive Board, and presentation of a financial status overview at each monthly meeting of the membership; 3) develop and present, with the President, an annual budget pursuant to Article IX herein; 4) obtain advice for the Organization regarding financial matters and oversee the preparation and filing of taxes for the Organization; and 5) in general perform the duties incident to the office of First Treasurer, and any other duties as may be assigned to them by the President. 

E. The Second Treasurer, in accordance with all policies and procedures adopted by the Executive Board, shall 1) serve as custodian of the Organization’s finances, and specifically as the physical caretaker of all financial instruments of the organization; 2) properly maintain all financial books, records, and accounts of the Organization, including the maintenance of required documentation for all purchases, reimbursements, and deposits that shall be submitted monthly to the First Treasurer; 3) receive all funds of the Organization, provide receipts for monies due and payable to the Organization from any source whatsoever, and deposit all such monies in banks or depositories selected by the Executive Board; 4) distribute or expend funds as directed by the Executive Board; and 5) in general perform the duties incident to the office of Second Treasurer, and any other duties as may be assigned to them by the President.  

Section 3.   Nominations and Elections.  Elections will be held at the annual meeting.  If the election of officers is not held at such meeting, the election shall be held as soon thereafter as conveniently possible. A nominating committee shall select a candidate for each office (and co-office, if applicable) and present the slate at the annual meeting.  If the slate proposes Co-Vice Presidents, the nominating Committee should make clear which office holder will ascend to President in the event of such a vacancy. Nominations for all offices may also be taken from the floor at the annual meeting.  Voting shall be by a voice vote, but if more than one person is running for any office (or more than two running for co-office) a ballot vote shall be taken. 

Section 4.   Terms of Office. Officers shall be elected by the membership to a one-year term of office, beginning July 1 and ending June 30 the following year. Officers may serve no more than two full consecutive terms in the same office.

Section 5.   Removal from Office. Officers can be removed from office with cause by a majority of the Executive Board at a meeting where previous notice has been given.

Section 6.   Vacancies. A vacancy occurs following the death, resignation, removal, or disqualification of an officer.

A.  A vacancy in any office held by co-officers is considered filled by the remaining co-officer as the sole holder of the office for the remainder of the term.

B.  A vacancy in the office of President is immediately filled by the Vice President for the remainder of the term. 

C.  In the event of a vacancy in any office other than President, the President, with the consent of the Executive Board, shall appoint a member to serve in the office for the remainder of the term. 

Article V.

Meetings

Section 1.   Regular Meetings.  Regular meetings of the Organization shall be held monthly, except during June and July, on a date and time pre-established by the Executive Board.  Meetings shall be held at the school, via conference call, or electronically.  Dates and times of the monthly meetings shall be presented by the President at the first regular meeting of the year.  The President, with consent of the Executive Board, may change the meeting schedule.

Section 2.   Special Meetings. Special meetings may be called by the President or any two members of the Executive Board. Previous notice of the special meeting shall be sent to the members at least 48 hours prior to the meeting and include the purpose, time, and place of the meeting.

Section 3.   Annual Meeting. The annual meeting will be held at the April regular meeting.

Section 4.   Quorum and Voting. A quorum at any regular or special meeting shall consist of 7 members of the Organization, which shall include at least three officers.  Any member in good standing present at a meeting may vote, however only one vote per household is permitted. Matters will be decided by a simple majority of those members voting.

Section 5.   Notification of Meetings. The Secretary will notify the members of the meetings at least one week prior to the meeting.  Notice shall be deemed to have been given upon distribution of notice via email, or in a written publication regularly issued or distributed to students of the school, such as a newsletter, PTO website, school’s website, or the like. Notice shall be deemed to have been given upon the date of issuance or distribution of the publication. 

Article VI.

Executive Board

Section 1.   Membership. The Executive Board shall consist of the officers of the Organization and chairs of the standing committee.  The school principal shall be a non-voting, ex officio member of the Executive Board.

Section 2.   Duties. The duties of the Executive Board shall oversee the fiscal management of the Organization, adopt an annual budget, approve routine bills, transact business between meetings in preparation for the general meeting, adopt standing rules and policies, create standing and temporary committees, establish fundraising programs, oversee committees & projects of the Organization, and prepare reports and recommendations to the membership.

Section 3.   Meetings. Regular meetings of the Executive Board shall be held monthly, except during June and July, at dates, times, and locations established by the Executive Board.  Meetings may be held at the school, via conference call, or electronically. Special meetings of the Executive Board may be called by the President or any two officers, with notice sent to the Executive Board at least 24 hours prior to the meeting.

Section 4.   Quorum and Voting. A simple majority of the Executive Board constitutes a quorum of the Executive Board.  Matters will be decided by a simple majority of those Executive Board members voting. 

Article VII.

Committees 

Section 1.   Membership. The President, with the consent of the Executive Board, shall appoint a chair or co-chairs for each committee.  Unless otherwise specified by the Executive Board, committee membership is open to all members of the Organization. The President and Vice President serve as ex officio members of all committees. Unless otherwise specified by the Executive Board, the terms of committee chairs and members shall end at the close of the current fiscal year (June 30).

Section 2.   Standing Committees.  The Executive Board shall establish standing committees on Communications, Fundraising, Community Building, and Staff Appreciation.  The Executive Board may establish other standing committees they deem necessary to conduct the business of the Organization.  The Executive Board shall adopt a charter for each standing committee that enumerates the committee’s responsibilities and any other specific provisions the Executive Board deems necessary.

Section 3.   Establishment of Other Committees.  The Executive Board may establish any other committees they deem necessary to conduct the business of the Organization.  The Executive Board shall adopt a charter for each established committee that enumerates the committee’s responsibilities and any other specific provisions the Executive Board deems necessary.

Section 4.   General.  Each committee shall meet and function in accordance with the committee’s charter and the organization’s policies, and shall report on its work to the Executive Board. Committees may meet electronically, via conference call, or in person.

Section 5.   Discharge of Committees. Upon completion of the task for which it was appointed, a committee shall stand discharged, and a final report of the committee's activities shall be given at the meeting immediately following the final activity. 

Article VIII.

Conflicts of Interest

Section 1.     Policy. The Executive Board shall adopt a Conflict of Interest Policy that shall be consulted and satisfied prior to entering into any transaction or arrangement covered by such Policy. The officers of the organization and any member of the organization the Executive Board has explicitly authorized to execute instruments pursuant to Article IX, Section 2 herein shall annually acknowledge such Policy.

Section 2.     Duty to Disclose. Officers and members have a duty to disclose to the Executive Board any actual or possible conflict of interest that may arise from a proposed financial transaction or agreement. Any officer or member who has disclosed such a conflict is precluded from voting on matters pertaining to the conflict. 

Article IX.

Finance

Section 1.   Fiscal Year. The fiscal year of the Organization begins July 1 and ends June 30 of the following year.

Section 2.   Annual Budget. The Executive Board shall adopt an annual budget and present the budget at the first regular membership meeting of the year, or as soon thereafter as conveniently possible.

Section 3.   Execution of Instruments.

A.  Contracts.  The Executive Board, except as otherwise provided in these bylaws, may by resolution authorize any officer or agent of the Organization to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Organization, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the Organization by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

B.  Checks and Notes. Except as otherwise specifically determined by resolution of the Executive Board, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Organization shall be signed by the President, Vice President or Second Treasurer. An alternative signatory may be appointed by resolution of the Executive Board in event that one is deemed necessary.  

Article X.

Amendments

The members have the power to adopt, amend and rescind the Bylaws of the Organization, at any time and from time to time, by a vote of the members.  Any member in good standing may propose amendments to the Bylaws. Amendments must be presented in writing along with a rationale for the proposed change. Amendments presented at a meeting shall be considered for approval at the next regular membership meeting. 

Article XI.

Parliamentary Authority

Robert's Rules of Order shall govern meetings when they are not in conflict with these Bylaws or any other special or standing rules adopted by the Executive Board. 

Article XII.

Dissolution

The Organization may be dissolved with 14 days previous notice and a two-thirds vote of those present at the meeting. 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 the school.