Bylaws

BYLAWS OF 

ESSEX PARENTS AND TEACHERS, INC.

(d/b/a EES PTO/Essex Elementary PTO)

ARTICLE I. NAME, LOCATION, AND PURPOSE

1. Name. The name of this organization shall be Essex Parents and Teachers, Inc., also known as EES PTO and/or Essex Elementary PTO (the “PTO”). 

2. Location. The PTO is located at Essex Elementary School, Centerbrook, Connecticut.

3. Purpose. The PTO is a nonprofit organization organized exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. The purpose of the PTO is to support and enhance the educational experience at Essex Elementary School, to encourage family and community involvement, and to provide volunteer and financial support for school programs and activities.

ARTICLE II. MEMBERSHIP AND VOTING

1. Membership. Membership is automatically granted to all parents and guardians of students enrolled at Essex Elementary School and all school teachers and staff. For so long as a preschool is physically housed at Essex Elementary School, the parents and guardians of students enrolled in such preschool shall also be granted membership. There are no dues.

2. Voting Rights and Privileges. Each member in good standing shall be entitled to attend meetings, participate in debate, make motions, hold office, and vote, subject to these Bylaws. Each member has one vote. Voting by proxy or absentee ballot is not permitted.

3. Notices to Members. All notices required to be given hereunder, including notice of PTO meetings, elections, and other official business shall be provided in writing to members through the school-wide distribution list maintained by the school, or through any distribution list or other communication system maintained by the PTO from time to time. When a PTO website is available, such notices shall also be posted on the e. Failure of a member to receive notice due to distribution issues or other technical or administrative reasons shall not invalidate any properly noticed meeting or action of the PTO.

ARTICLE III. EXECUTIVE BOARD AND OFFICERS

1. Executive Board. The Executive Board shall consist of the elected officers: President, Vice President, Recording Secretary, Communications Secretary, and Treasurer. The school Principal, or designee, may serve as a nonvoting advisor.

2. Eligibility. Any member in good standing is eligible to run for and hold office.

3. Term of Office. Officers shall serve two-year terms beginning July 1 and ending June 30 of the second year following election. The President and Recording Secretary shall be elected in even-numbered years, and the Vice President, Communications Secretary, and Treasurer shall be elected in odd-numbered years. Officers may serve consecutive terms if re-elected.
   
   Nothing in these Bylaws shall be construed to prevent an officer from resigning prior to the completion of a term due to reasonable circumstances, including but not limited to a change in family circumstances, a child leaving or graduating from the school, relocation, or other personal reasons.

4. Duties of the Board. The Executive Board shall manage the affairs of the PTO between general meetings, oversee the work of committees, prepare and administer the annual budget, and carry out actions approved by the membership. The Executive Board shall report its activities to the membership at regular PTO meetings. Authority to enter into contracts or agreements on behalf of the PTO shall be limited to the President, or another officer designated by the Executive Board. All contracts shall be subject to Executive Board approval.

5. Executive Board Action. Except for elections and run-off elections conducted under Article IV, all actions and approvals requiring Executive Board authorization may be taken at any properly called meeting by vote of the Executive Board. A majority of the Executive Board members present and voting at the meeting, where a quorum is present, shall be required to approve any action.

6. Duties of Officers.

1. President. Presides at meetings, represents the PTO, appoints committee chairs, and ensures the PTO operates in accordance with these Bylaws.

2. Vice President. Assists the President and oversees committees and fundraising activities.

3. Recording Secretary. Maintains minutes and official records of the PTO.

4. Communications Secretary. Manages PTO communications including newsletters, thank you notes, emails, and public notices.

5. Treasurer. Manages PTO funds, maintains accurate financial records, presents regular financial reports, prepares an annual budget, and ensures all required filings are completed.

7. Removal. An officer may be proposed for removal for good cause, including failure to fulfill the duties of the office, by a majority vote of the Executive Board 

Any proposed removal shall be submitted to the membership for a vote at a regular or special meeting of the PTO. Notice of the proposed removal vote shall be provided to the membership at least fourteen (14) days in advance of the meeting and shall state the office subject to removal.

Removal shall require a majority vote of members present and voting at the meeting.

8. Resignation. Any officer may resign at any time by providing written notice, including by email, to the President and Recording Secretary. The resignation shall be effective upon receipt unless a later effective date is specified.

ARTICLE IV. NOMINATIONS, ELECTIONS & VACANCIES

1. Annual Election. Elections for Executive Board officers whose terms are expiring shall be held annually in conjunction with the Annual Meeting, consistent with the staggered term structure set forth in Article III, on a date announced to the membership at least thirty (30) days in advance.

2. Nomination Period. The nomination period shall begin thirty (30) days prior to the Annual Meeting and shall close eight (8) days before the meeting (the “Nomination Period”). For example, if the Annual Meeting is to be held May 15, the Nomination Period will run April 15 through May 7.

In the event that no nominations are received for one or more open officer positions by the close of the Nomination Period, the presiding officer shall allow nominations from the floor at the Annual Meeting for the purpose of filling such vacant positions.

3. Method of Nomination. Nominations may be submitted by any member, including self-nomination. Nominations shall be submitted in writing, including by email, to the Recording Secretary, or made from the floor during any properly held meeting occurring during the nomination period. A nomination shall be valid only if the nominated member has acknowledged and accepted the nomination in writing prior to the close of the nomination period. If a member is nominated by another person, the Recording Secretary shall promptly notify the nominated member of the nomination.

4. Voting. The final list of candidates for each office shall be made available to the membership no later than seven (7) days prior to the election date. Voting shall take place at the Annual Meeting, which shall be made available for virtual participation, and votes cast by members participating virtually shall be counted. The Recording Secretary shall oversee the administration and secure handling of votes.

5. Results. Officers shall be elected by a majority of votes cast for each office. Election results shall be tallied and announced at the Annual Meeting.

6. Tie Vote. In the event of a tie vote for any Executive Board office, a run-off vote between the tied candidates shall be conducted at the Annual Meeting.

7. Mid-Term Vacancies. In the event of a vacancy in any Executive Board office prior to the end of a term, the Executive Board may appoint an eligible member to serve in an interim capacity. If the unexpired term remaining is one year or less, the interim appointee shall complete the term. If more than one year remains, the vacancy shall be filled by election at the next Annual Meeting or by special election as determined by the Executive Board. Any individual elected or appointed to fill such a vacancy shall serve only for the remainder of the unexpired term and shall not be deemed to have commenced a new term of office. 

ARTICLE V. MEETINGS

1. Notice of Meetings. A meeting shall be deemed properly called if notice is provided to the membership at least fourteen (14) days in advance, or as otherwise provided for herein.

2. General Meetings. The PTO shall hold at least five general meetings per school year.

3. Annual Meeting. The Annual Meeting of the PTO shall take place in May of each year.

4. Executive Board Meetings. The Executive Board shall meet as needed, but no fewer than two times per year.

5. Special Meetings. Special meetings of the members of the PTO may be called at any time by two or more members of the Executive Board upon five days’ notice. Business transacted at all special meetings shall be confined to that set forth in the notice.

6. Quorum. Eight members, including Executive Board members in attendance, shall constitute a quorum for general meetings. A majority of the Executive Board constitutes a quorum for executive board meetings.

7. Virtual Participation. The Executive Board shall use best efforts to offer members the option to participate in PTO meetings through electronic means when feasible. Executive Board meetings may be held in person or through electronic means, at the discretion of the Executive Board. Members participating electronically shall be deemed present for purposes of quorum and voting. Nothing in this section shall be construed to require that virtual participation be offered for any meeting.

ARTICLE VI. FINANCIAL POLICIES

1. Fiscal Year. The fiscal year shall begin July 1 and end June 30.

2. Banking. All funds shall be held in the name of the PTO.

3. Budget and Reporting. The Treasurer shall present an annual budget for approval and provide financial reports at each general meeting. An annual independent review shall be conducted.

4. Unbudgeted Expenditures. The Executive Board may approve unbudgeted expenditures up to $1,000 between general meetings. Any unbudgeted expenditure exceeding $1,000 shall require approval by the membership at a general meeting.

5. Tax Filings. The Treasurer shall coordinate with a qualified tax professional to prepare and file all required federal and state tax returns.

ARTICLE VII. COMMITTEES

1. Standing and Special Committees. Committees may be established or dissolved by the Executive Board as needed.

2. Chairpersons. Committee chairs are appointed by the President and serve one-year terms.

ARTICLE VIII. CONFLICT OF INTEREST POLICY

1. General Standard. The PTO shall operate in a manner consistent with the requirements of Section 501(c)(3) of the Internal Revenue Code and shall avoid conflicts of interest in all decision-making.

2. Duty to Disclose. Any officer, Executive Board member, or committee chair who has a direct or indirect financial or personal interest in a matter being considered by the PTO shall disclose the existence of the potential conflict to the Executive Board as soon as the conflict becomes known.

After disclosure, the individual with the conflict shall recuse themselves from any discussion and shall not vote on the matter. The remaining members shall determine whether a conflict of interest exists and shall make decisions in the best interest of the PTO.

All disclosures and recusals shall be noted in the meeting minutes.

3. Annual Disclosure. Each Executive Board member shall annually affirm in writing that they are aware of and have read the Conflict of Interest provisions contained in these Bylaws, understand and agree to comply with them, and have disclosed any actual or potential conflicts of interest or affirm that none exist.

ARTICLE IX. RECORD RETENTION AND DESTRUCTION

The PTO shall keep its records as required by law and may discard records when no longer needed, except that records shall not be destroyed if they relate to any pending or reasonably anticipated legal, audit, or governmental matter. For purposes of this policy, “records” include the organizational, governance, financial, and tax documents of the PTO, including but not limited to governing documents, meeting minutes, financial reports, bank records, tax filings, contracts, and related supporting documentation. Routine correspondence, drafts, and informal communications are not considered records and may be discarded in the ordinary course of business.

ARTICLE X. AMENDMENTS

These Bylaws may be amended by a majority vote of members present and voting at a general meeting, provided notice of the proposed amendment is given at least two weeks in advance.

ARTICLE XI. DISSOLUTION

Upon dissolution of the PTO, remaining assets shall be distributed to Essex Elementary School or another organization qualifying under Section 501(c)(3).

ARTICLE XII. PARLIAMENTARY AUTHORITY

Robert’s Rules of Order Newly Revised shall govern meetings when not inconsistent with these Bylaws.