Thurston P.T.O. Bylaws
Thurston P.T.O. By-Laws
(As Amended through January 31, 2016)
BYLAWS of Thurston P.T.O.
The name of this organization shall be Thurston Parent Teacher Organization (P.T.O.)
- Places of Business
The corporation shall have its principal place of business in Ann Arbor, Michigan, and may have such other places of business as the Board of Directors may from time to time determine.
The purposes of the Thurston P.T.O. shall be:
- To identify needs particular to Thurston School and to provide financial support in meeting those needs when that is appropriate
- To assist in identifying and organizing parent volunteers to support school activities
- To serve as a forum for communication among parents, teachers, administrators, and the Ann Arbor Board of Education
- To receive and administer funds and to operate exclusively for religious, charitable, scientific, literary or educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, or comparable provisions of subsequent legislation (the “Code”) and to give funds and property from time to time to other organizations to be used (or held for use) directly in carrying out one or more such purposes.
- To acquire, own, dispose of and deal with real and personal property and interests therein and to apply gifts, grants, bequests and devises
and the proceeds thereof in furtherance of the purposes of the corporation.
- To do such things and to perform such acts to accomplish its purposes as the Board of Directors may determine to be appropriate and as are not forbidden by Section 501(c)(3) of the Code, with all the power conferred on nonprofit corporations under the laws of the State of Michigan.
- Nonprofit Operations
The corporation shall be operated exclusively for religious, charitable, scientific, literary and educational purposes within the meaning of Section 501(c)(3) of the Code as a nonprofit corporation. No director or member of the corporation shall have any title to or interest in the corporate property or earnings in his or her individual or private capacity and no part of the net earnings of the corporation shall inure to the benefit of any director., member, officer or any private shareholder or individual. No substantial part of the activities of the corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation, nor shall the corporation participate in or intervene in any political campaign on behalf of (or in opposition to) any candidate for public office.
- All parents or guardians of children or previously enrolled at Thurston School, and all teachers and administrators serving at Thurston School, shall be considered to be members of the Thurston P.T.O.
- Every member in attendance at a General Meeting shall be eligible to vote. (The General Meeting is described in Article III.)
- At least one member shall represent the teachers at each meeting of the P.T.O.
- The Thurston P.T.O. Board shall recommend a voluntary dues contribution to be collected from the membership each year.
- Place of Meetings
Annual and special meetings of the members shall be held at such places as shall be determined by the Board of Directors (or if the Board of Directors has not acted, by the Chairperson) and stated in the notice of meeting.
- Membership Meetings
- A General Meeting of the members of the corporation shall be held at least once each year.
- Special meetings of the members of the corporation may be called by the Board of Directors, the Chairperson or the President and shall be called by the President or the Secretary at the written request of any 25 members of the corporation. No business may be transacted at a special meeting except the business specified in the notice of the meeting.
- A simple majority of members attending shall constitute a sufficient quorum for the conduct of any business. [Voting procedures for the General Meetings are described in Article I, Section 2].
- Except as otherwise provided by statute, written notice of the time, place and purposes of each General Meeting shall be published in advance in the Thurston Newsletter or provided to the members through a notice sent home.
III Board of Directors
Board of Directors
The business and affairs of the corporation shall be managed by a Board of Directors which is the governing body of the corporation. The Board of Directors shall meet as often as necessary to conduct the business of the corporation.
- Number and Section of Directors.
- The Board shall include ten parent members elected by the membership, the Principal of Thurston School, one or two Teacher Representatives selected by the Thurston teaching staff, the Thurston Nature Center Chairperson, and the President of the Thurston Community Players.
- Board members shall be elected for two year terms. Each year, five members shall be elected to replace those members whose terms are expiring.
- A slate of candidates shall be proposed to replace those Board members whose terms are expiring. All members of the P.T.O. shall be given an opportunity to express interest in being nominated by returning a form to be provided.
- The slate of candidates proposed shall be published in the Thurston Newsletter at least two weeks prior to the election.
- Each candidate shall provide a statement, to be published in the Thurston Newsletter, explaining why he or she is interested servicing on the Board.
- Written ballots shall be prepared to be used in the election,
- The election shall be held at a Spring social activity of the P.T.O. during the school year. All members of the P.T.O. are eligible to vote.
Any director may be removed from office with or without cause at any annual or special meeting of the members by the affirmative vote of two-thirds of the members of the corporation or by affirmative vote of two thirds of the Directors then serving.
Vacancies occurring in the Board of Directors by reason of death, resignation, removal or other inability to serve shall be filled by the affirmative vote of a majority of the remaining directors although less than a quorum of the Board of Directors. A director elected by the Board of Directors to refill a vacancy shall serve until the next annual election of the membership. At such annual election, the members shall elect a person to the Board of Directors who shall serve for the remaining portion of the term.
- Annual Meeting.
The annual meeting of the Board of Directors shall be held at such place, date and hour as the Board of Directors may determine from time to time. At the annual meeting, the Board of Directors shall elect officers and consider such other business as may properly be brought before the meeting. If less than a quorum of the directors appear for such an annual meeting of the Board of Directors, the holding of such annual meeting shall not be required and matters which might have been taken up at the annual meeting may be taken up at any later regular, special or annual meeting or by consent resolution.
- Regular and Special Meetings.
Regular and Special meetings Regular meetings of the Board of Directors may be held at such times and places as the directors may from time to time determine at a prior meeting or as shall be directed or approved by the vote or written consent of all the directors. Special meetings of the Board may be called by the Chairperson, the President or the Secretary and shall be called by the President or the Secretary upon the written request of any two (2) directors.
- Action without a meeting.
Any action required or permitted at any meeting of the Board of Directors or a committee thereof may be taken without a meeting, without prior notice and without a vote, if all of the directors or committee members entitled to vote thereon consent in writing. Said written consents shall be filed with the minutes of the proceedings and shall have the same effect as a vote for all purposes.
- Quorum and voting requirements.
A majority of the directors then in office and a majority of any committee appointed by the Board constitutes a quorum for the transaction of business. The vote of a majority of the directors or committee members present at any meeting at which there is a quorum shall be the acts of the Board or the committee, except as a larger vote may be required by the laws of the State of Michigan, these bylaws or the Articles of Incorporation. If two persons are sharing a director position, they shall have only one vote. A member of the Board or of a committee may participate in a meeting by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear one another. Participation in a meeting in this manner constitutes presence in person at the meeting.
- Powers of the Board of Directors
The Board of Directors shall have charge, control and management of the business, property, personnel, affairs and funds of the corporation and shall have the power and authority to do and perform all acts and functions permitted for an organization described in Section 501(c)(3) of the Code not inconsistent with these bylaws, the Articles of Incorporation or the laws of the State of Michigan. In addition to and not in limitation of all powers, express or implied, now and hereafter conferred upon boards or directors or nonprofit corporation, and in addition to the powers mentioned in and implied from Section 1.3, the Board of Directors shall have the power to borrow or raise money for corporate purposes, to issue bonds, notes or debentures, to secure such obligations by mortgage or other lien upon any and all of the property of the corporation, whether at the time owned or thereafter acquired, and to guarantee the debt of any affiliated or subsidiary corporation or other entity, whenever the same shall be in the best interest of the corporation and in furtherance of its purposes.
Directors shall receive no compensation for their services on the Board of Directors. The preceding shall not, however, prevent the corporation from purchasing insurance as provided in Section V, Article I nor shall it prevent the Board of Directors from providing reasonable compensation to a director for services which are beyond the scope of his or her duties as director or from reimbursing any director for expenses actually and necessarily incurred in the performance of his or her duties as a director.
- Execution of Conveyances, Mortgages and Contracts.
The Board of Directors may in any instance designate one or more officers, agents or employees to execute any contract, conveyance, mortgage or other instrument on behalf of the corporation, and such authority may be general or confined to specific transactions. The Board of Directors may also ratify any execution. When the execution of any instrument has been authorized without specifying the executing officers or agents, the Chairperson, the president or any Vice President and the Secretary, and Assistant Secretary the Treasurer or any Assistant Treasurer may execute such instrument on behalf of the corporation.
- Officers of the Board
- Officers. The officers of the Board shall include a President, Vice President, a Recording Secretary, a treasurer, and a Representative to the P.T.O. Council.
- Election and term of office. All officers shall be elected for a term of one (1) year (or until their successors have been elected) by the Board of Directors at its annual meeting. No person may execute, acknowledge or verify an instrument in more than one capacity if the instrument is required by law or by the Articles of Incorporation or these bylaws to be executed, acknowledged or verified by two (2) or more officers.
- Removal. Any officer may be removed with or without cause by the vote of a majority of the directors then in office at any regular or special meeting of the Board of Directors.
- Vacancies. In the event of the death, resignation, removal or other inability to serve of any officer, the Board of Directors shall elect a successor who shall serve until the expiration of the normal term of such officer or until his or her successor shall be elected.
- President of the Board. The President of the Board, who shall be a member of the Board of Directors, shall serve as Chairperson of the Board and shall be the chief executive officer of the corporation and shall preside at all meetings of the members and of the Board of Directors at which the President is president. The President shall see that all orders and resolutions of the Board of Directors are carried into effect, and shall have the general powers of supervision and management usually vested in the chief executive officer of a corporation. The President shall also have the general powers of supervision and management over the day-to-day operations of the corporation.
- Vice President. There shall be a Vice President who shall have such duties as determined from time to time by the Board of Directors or the President. The Vice President shall perform the duties of the president in the President’s absence.
- Secretary. The Secretary (or, in the Secretary’s absence or incapacity, an Assistant Secretary) shall send or cause to be sent all required notices of the meetings of the Board of Directors, shall receive and attend to all correspondence of the Board of Directors, shall have custody of all documents belonging to the corporation (except as otherwise provided in these bylaws) and of the corporate seal (if any), and shall perform such other duties as usually pertain to the office or as shall be determined from time to time by the Board of Directors.
- Treasurer. The Treasurer (or in the Treasurer’s absence or incapacity, and Assistant Treasurer) shall have charge of the funds of the corporation, except for such funds as the Board of Directors may designate; shall see that an accounting system is maintained which will give a true an accurate accounting of the financial transactions of the corporation; and shall render reports from time to time as request by the Board of Directors of his or her activities and the financial condition of the corporation. all funds received by the Treasurer shall immediately be deposited in a depository designed by the Board of Directors. The Board may require that the Treasure be bonded.
- Each person who is or was a director, member, officer or member of a committee of the corporation and each person who serves or has served at the request of the corporation as a director officer, partner, employee or agent of any other corporation, partnership, joint venture, trust or other enterprise shall be indemnified by the corporation to the fullest extent permitted by the corporation laws of the State of Michigan as they may be in effect from time to time. The corporation may purchase and maintain insurance on behalf of any such person against any liability asserted against and incurred by such person in any such capacity or arising out of his status as such, whether or not the corporation would have power to indemnify such person against such liability under the preceding sentence. the corporation may, to the extent authorized from time to time by the Board, grant rights to indemnification to any employee or agent of the corporation to the fullest extent provided under the laws of the State of Michigan as they may be in effect from time to time.
The Board of Director may establish such standing or special committees from time to time as it shall deem appropriate and shall define the powers and responsibilities of such committees. The Board of Directors may establish one or more executive committees and determine the powers and duties of such executive committee or committees within the limits prescribed by law.
These bylaws may be amended at any meeting of the membership provided a notice setting forth the amendment or a summary of the changes to be effected thereby is given to each member entitled to vote thereon in the manner and within the time provided in these bylaws for notice of the meeting. These Bylaws may also be amended by a two-thirds vote of all directors provided that 14 day written notice of the proposed amendment shall have been given to all directors. No amendment inconsistent with the Articles of Incorporation shall be effective prior to amendment of the Articles of Incorporation.
Contracts, Checks and Deposits
The Board of Directors may authorize any officer or officers, agent or agents of the corporation who are not specifically so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances; provided that such authorization shall be confirmed by written resolution.
All checks, drafts or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by written resolution of the Board of Directors.
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.
- Contributions and Gifts.
The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purpose or for any special purpose of the corporation.
Books and Records
- The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the Board of Directors. All books and records of the corporation may be inspected by any director, or his or agent or attorney for any proper purpose at any reasonable time.
- Parliamentary authority. The rules of parliamentary procedure in “Robert’s Rules of Order, Revised”, shall govern the proceedings of the meetings of this corporation, subject to all other rules contained in the Articles of Incorporation and Bylaws.
- Each of the Sections subsections and provisions hereof shall be deemed and considered separate and severable so that if any section subsection or provision is deemed or declared to be invalid or unenforceable, this shall have no effect on the validity or enforceability of any of the other sections, subsections or provisions.
Adopted and Approved:
As of ___________________________, 1997 ______________________