LINCOLN-ELIOT SCHOOL
Parent-Teacher Organization, Inc.
Newton, Massachusetts
By-Laws
Article I – Name
The name of this Corporation shall be the Lincoln-Eliot School Parent-Teacher Organization, Inc.
Article II – Purpose and Policy
Section 1: This Corporation is organized for the charitable and educational purpose of providing and promoting the education and welfare of children within the community served by the Lincoln-Eliot School; in school, at home, and within the community: to bring into closer relationship the home and the school that parents and teachers may more effectively cooperate in the purposeful training of children toward the realization of their best mental, moral, and physical development.
Section 2: The general policy of this Corporation shall be educational, and it shall be developed through conferences, committees, community projects, and meetings between parents, faculty and the City of Newton through its Agencies.
Section 3: This Corporation shall be con-commercial, non-sectarian, and non-partisan. The name of this Corporation and or any of its officers, acting in their official capacity, shall not be used in or in any manner linked to any commercial or politically partisan activity whatsoever.
Section 4: This Corporation shall cooperate with other similarly constituted Corporations and agencies in whatever manner it may, within the terms of these By-laws, to the general purpose of benefiting the children of the Lincoln-Eliot community in particular, and all children in general.
Section 5: This Corporation shall not direct the curricular or administrative activities of the school or control its policies.
Article III – Membership and Dues
Section 1: Membership in this Corporation shall be open to the parents, grandparents, legal guardians of the students at the Lincoln-Eliot School, and its faculty. Each person who has paid their dues shall thereby establish their eligibility to vote at any regularly scheduled or special business meeting of this Corporation, to participate in its deliberations, and to hold office or Committee Chair in this Corporation.
Section 2: The dues shall be established on an annual basis by the resolution of this Corporation at a business meeting, upon the recommendation of the Executive Board.
Section 3: The fiscal year shall be from July 1 through June 30.
Article IV – Meetings
Section 1: This Corporation shall meet no less than three (3) times at regular business meetings in each school year. Such regular meetings shall be scheduled by the Executive Board. Special meetings may be called by directive of the Executive Board or by the written request of any ten (10) members of this Corporation to the Executive Board. The purpose of any special business meeting shall be clearly stated in the notice of such special meeting. Notice shall be given to the membership of this Corporation no less than seven (7) calendar days prior to such special meeting being held.
Section 2: The election of officers and the submission of all final committee reports shall be at the last regular business meeting.
Section 3: A quorum for purposes of conducting business at any meeting of the Executive Board shall consist of a majority of the Board members. Members may attend meetings in person or through teleconferencing. A quorum for purposes of conducting business at any regularly scheduled or special business meeting shall be six (6) members of this Corporation provided that notice and an agenda of the matters to be addressed and acted on at the meeting has been provided to the general membership at least one week in advance of such meeting. A quorum of at least thirty-six (36) members of this Corporation is required for those matters for which do not appear of the agenda for the meeting as provided to the general membership if those matters involve sums in excess of $100.
Article V – Officers
Section 1: The officers of this Corporation shall be a President, Vice-President, Secretary, and Treasurer. More than one individual may hold an office except that of Treasurer, such that there may, for example, be two or more individuals serving as co-Presidents. The same person may hold more than one office except the offices of President and Treasurer.
Section 2: Officers shall serve without compensation with the exception that expenses incurred on behalf of the Corporation may be reimbursed with documentation and prior approval.
Article VI – Duties of Officers
Section 1: The President shall preside at all regularly scheduled and special meetings of this Corporation, and at all meetings of the Executive Board. The President shall also serve as ex-officio Chairperson of all Committees of this Corporation, except the Nominating Committee. The President shall represent this Corporation in meetings with other groups and Corporations.
Section 2: The Vice-President shall assist the President and, in the absence of the President, act as President of this Corporation. The Vice-President shall also be responsible for those duties delegated to him by the President.
Section 3: The Secretary shall keep and report the minutes of all business meetings of this Corporation and of the meetings of the Executive Board. The Secretary shall also be charged with the handling of all correspondence of this Corporation.
Section 4: The Treasurer shall collect all monies, keep all necessary and regular fiscal records, and shall report at each business meeting. The Treasurer shall make disbursements as directed by the Executive Board. All checks shall be signed by the Treasurer of the Lincoln-Eliot School.
Article VII – Executive Board
Section 1: The Executive Board shall consist of the officers of the Corporation, the Chairperson of the Standing Committees, the Principal of the Lincoln-Eliot School, and two (2) teacher representatives.
Section 2: The Executive Board shall meet upon request of the President no later than one week before each regularly scheduled business meeting, and as soon as possible before any specially called business meeting of this Corporation. A quorum shall be comprised of not less than a simple majority of the members of the Executive Board.
Section 3: If a member is unable to attend a regular or special meeting, she/he shall report that fact to the President, Vice-President, or Secretary of the Executive Board.
Section 4: Executive Board membership may be considered terminated if an when a member fails to attend three (3) successive regular meetings without due cause.
Section 5: Resignation, in writing, shall be submitted to the Executive Board.
Section 6: A member of the Executive Board may be removed, for due cause, by the affirmative vote of ¾ of the membership, present and voting, provided that thirty (30) days written notice, prior to the vote on such removal, shall have been given to the full membership.
Section 7: Vacancies shall be filled in accordance with provisions of Article X, Section 3.
Section 8: The Executive Board shall receive all Committee reports and report, together with recommendations, to the Corporation. The Executive Board shall also be charged with the effective planning of each business meeting of the Corporation. Disbursements of monies shall be directed by the Executive Board.
Article VIII – Committees
Section 1: The Executive Board may establish, depending upon circumstances and need, be the following Standing Committees: Ways and Means, Membership, Safety, Programming, Creative Arts, Communications and Publicity, Library, Technology and Hospitality; also, a P.T.A. Curriculum Committee Chairperson, a Special Needs Chairperson, a Bi-Lingual Chairperson, a Community Ventures Chairperson, a Community School Chairperson, and a Title I Chairperson shall serve as necessary and appropriate to the operation of this Corporation. Additional Committees may be recommended by the Executive Board or by the general membership, subject to the approval of this Corporation by majority vote. The Chairperson of all additional Committees shall be appointed by the President, and each Chairperson will be charged with the designation of his or her Committee membership. When the office is held by two (2) people (a Co-Chairpersons set-up), there is only one (1) vote from that office.
Section 2: the Chairpersons of the Standing Committees of this Corporation shall be charged with reporting an annual plan to the Executive Board, which shall report such plan together with its recommendations to the Corporation. The Chairpersons of all other Committees operating within this Corporation shall be charged with their responsibilities at the time such Committee is created, and the Chairperson of any such Committees shall make timely reports to the Executive Board.
Article IX – Nominations
Section 1: There may be a Nominating Committee, comprised of up to five (5) members of this Corporation appointed by the Executive Board, provided that at least one be a member of the faculty at Lincoln-Eliot.
Section 2: At least one month prior to the business meeting of this Corporation at which the election shall be held, the Committee shall report in writing to the membership of this Corporation the name of at least one person willing to serve as candidate for each of the Offices, Standing Committee Chairpersons, and Teacher Representatives.
Section 3: Additional nominations will be accepted from the floor.
Article X – Elections
Section 1: The Officers, Standing Committee Chairpersons, and Teacher Representatives of this Corporation shall be elected by and from its membership at the last regularly scheduled business meeting.
Section 2: The Officers, Standing Committee Chairpersons, and Teacher Representatives of this Corporation shall serve a term of one year beginning June 1 and shall not be eligible to remain in office more than two (2) consecutive terms.
Section 3: Any vacancy in the term of any Officer, Standing Committee Chairperson, or Teacher Representative which arises during a term shall be filled for the duration thereof by the Executive Board.
Article XI – Amendments
Section 1: These By-laws may be amended by a two-thirds (2/3) vote of this Corporation at any regularly scheduled business meeting.
Section 2: A proposed amendment shall be presented, in writing, first to the Executive Board, and the Executive Board shall submit it, with its recommendations, in writing, to this Corporation for consideration at the next regularly scheduled business meeting.
Article XII – Parliamentary Authority
The rules contained in “Roberts Rules of Order Revised” shall govern this Corporation in all meetings and shall be interpreted by the President or Chairperson.
Article XIII – Indemnification
Every member of the Executive Board or officer of the Corporation shall be indemnified by the Corporation against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such members of the Board or officers in connection with any threatened, pending, or completed action, suit or proceeding to which she/he may become involved by reason of her/his being or having been a member of the Board service as an officer of the Corporation, or any settlement thereof, unless adjudged therein to be liable for negligence or misconduct in the performance of her/his duties. Provided, however, that in the event of a settlement the indemnification herein shall apply only when the Board approves such settlement and reimbursement as being in the best interest of the Corporation. The foregoing right of indemnification shall be in addition and not exclusive of all other rights which such member of the Board or officer is entitled.
Article XIV – Books and Records
Correct books of account of the activities and transactions of the Corporation shall be kept at the office of the Corporation. These shall include a minute book, which shall contain a copy of the Certificate of Incorporation, a copy of these Bylaws, and all minutes of meetings of the membership and the Executive Board.
Article XV - Compliance with Internal Revenue Code
Section 1. Notwithstanding any other provision of these Articles, the Corporation is organized exclusively for one or more of the purposes specified in Section 501(c)(3) of the Internal Revenue Code of 1986 (“IRC”), as amended, and shall not carry on any activities not permitted for an organization exempt from Federal income tax under IRC Section 501(c)(3) or corresponding provisions of any subsequent Federal tax law.
Section 2. No part of the net earnings of the Corporation shall inure to the benefit of any officer, member of the Executive Board or committee Chairperson, or any private individual (except that reasonable compensation may be paid for services rendered to or for the Corporation), and no officer, member of the Executive Board, committee Chairperson, nor any private individual, shall be entitled to share in the distribution of the Corporation’s assets upon its dissolution.
Section 3. No substantial part of the activities of the Corporation shall be carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided in IRC Section 501(h)).
Section 4. The Corporation shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of (or in opposition to) any candidate for public office.
Section 5. In the event of dissolution, all of the remaining assets and property of the Corporation shall, after paying or adequately providing for the debts and obligations thereof, be distributed to another charitable organization, foundation or non-profit fund exempt from Federal tax under IRC Section 501(c)(3), or corresponding provisions of any subsequent Federal tax law.
Approved
January 2005