The PTO wanted to provide context for the bylaw changes that we are recommending to our school community for context and ease of reference.
What is the PTO?
The Percy Priest Parent-Teacher Organization is a legal corporation and therefore subject to corporate law. It also has a nonprofit (501c3) IRS status, making it a charitable organization.
What Are the Bylaws?
All corporations have “Articles of Incorporation” that spell out high level governance (how the organization was created, how it can be dissolved, etc.). All corporations (for-profit and nonprofit) must also have written bylaws, which are meant to have one or two additional steps of specificity (naming certain officer positions, specifying processes for voting and nominations, among other things). The bylaws are the foundational rules of the organization, or the rules by which the organization is governed. They are the guidelines for the Board of Directors in running the organization. They are meant to be more specific than the Articles of Incorporation, but not nearly as specific as documents governing policies and procedures (i.e. financial policies) to allow flexibility for the organization in years to come.
Why and How Are Changes Made to the Bylaws?
Bylaws are typically subject to review every 3 to 5 years. However, revisions are only made if necessary. Moreover, all revisions are typically subject to a vote first by the Board of Directors, and then the membership. In the case of PPE’s PTO, “membership” refers to the school community – parents, caregivers, teachers and administrators.
Best practices for bylaws stipulate that they are written in a manner that is clear but also general, allowing some level of flexibility as needed by the organization such that changes can be made to update procedures and processes without needing to revise the bylaws.
What Changes is the PTO Recommending to the Current Bylaws?
As you know, this year has required tremendous flexibility on the part of our school community, including the PTO. This will be true for the next few years to come as we recover from a COVID-19 environment.
The PTO had a small committee review the current bylaws, which made a set of recommendations to the Board, and now to the General Membership. The recommended changes are summed up below:
- Clarification that “membership” is open to all parents, guardians, teachers, and staff.
- That general meetings will be held regularly (typically one to two times per year).
- However many people attend any one meeting constitutes a “quorum” (a legal term which is defined as the minimum number needed to be present to conduct any business at the meeting).
- A majority of the quorum at the meeting is needed to pass a vote.
- The Board of the PTO will have no fewer than 9 members, including a President(s), President-Elect(s), Secretary, Treasurer, Assistant Treasurer, Principal, Vice Principal, and 2 teacher liaisons. There can be two presidents and two vice presidents.
- A majority of the Board members constitutes a quorum (a minimum of 5), and votes pass by a majority of those present.
- The nominating process for the Board has been clarified.
- We wrote the job descriptions of each officer in a more general manner allowing for more flexibility as needed year to year. (More detailed job descriptions will be written down as documents that are easier to amend than the bylaws).
- Two members of the same household cannot serve on the Board at the same time (this is for checks and balances, or “financial controls,” purposes) though they may co-chair a committee.
Overall, the bylaws have been streamlined and placed into a format that is considered to be typical and best practice for legal corporations and nonprofit organizations. Our hope is that these changes give the organization a strong structure, while also providing flexibility and agility when it is needed.