Flatirons Elementary
Parent Teacher Organization By-Laws
(Amended & Restated this 8th day of May 2025)
The name of this corporation shall be the Flatirons Elementary Parent Teacher Organization or Flatirons Elementary PTO, hereinafter referred to as the "PTO."
ARTICLE II. Purpose
The PTO shall be operated exclusively for those charitable purposes under Section 501(c)(3) of the Internal Revenue Code and other applicable codes. The PTO's specific purposes include but are not limited to the following:
1. To support the education of children in Flatirons Elementary School (Flatirons).
2. To improve the quality of education and the total school environment at Flatirons Elementary School by supporting and, where possible funding, the academic and related goals set forth by the School Improvement Team (SIT).
3. To serve in an advisory capacity to the principal of Flatirons, and to work in a collaborative forum with the principal, faculty and staff to further school goals and programs.
4. To raise funds through a variety of activities that shall be held, managed and distributed at the discretion of the PTO to further the goals listed within this article.
5. To serve as a coordinating body for all members of the PTO who would like to volunteer their time at Flatirons.
6. To provide a structure for communication among students, parents, faculty, staff, administrators and members of the community.
7. To serve a supporting role between Flatirons and the Boulder Valley School District on matters of mutual concern.
The Principal office of the PTO shall be at 1150 7th Street, Boulder CO 80302. The PTO may also have offices at such other places as the Board of Directors may from time to time designate or as the purposes of the Corporation may require.
Membership in the PTO shall be open to the parent or legal guardian of any child enrolled at Flatirons and the faculty or staff of Flatirons. All members shall be voting members. In the event that the membership status of any individual is disputed, a majority vote of the PTO Board will constitute the final determination.
There shall be no membership fees or dues to become or remain a member of the PTO.
An annual meeting of the members shall be held at a place, date and time to be determined by the PTO Board. The annual meeting shall be held for the purpose of reviewing any annual reports, electing a new PTO Board, and transacting other business as may be determined by the PTO Board. Notice of annual meetings shall be made to members consistent with the method in which the PTO Board routinely communicates with the membership as determined by the PTO Board.
Section 1. Initial PTO Board
The initial PTO Board will consist of 3 Directors as stated in the articles of incorporation.
Section 2. Ongoing PTO Board
The ongoing PTO Board will consist of 4 Directors. The size of the PTO Board may be increased upon majority vote of the PTO Board. Directors serve until the next annual meeting.
Section 3. Election Schedule
The election of the Directors for the PTO Board will take place at the annual meeting of the membership beginning with the first annual meeting after incorporation.
Section 4. Number of Directors
The PTO Board shall normally consist of 4 Directors, however at the time of the election any member may make a motion to the general membership to increase the size of the PTO Board. This vote will be taken at the same meeting as the election of the PTO Board and prior to the election of the Directors. The results of this vote will thus change the size of the PTO Board for that term only.
Section 5. Term
The normal term for a Director will be one year from the annual meeting of the election. If a Director's term expires prior to the next annual meeting then the term will automatically be extended until the annual meeting.
Section 6. Eligibility
The Directors of the PTO Board shall be elected from the membership.
Section 7. Nominations
At or before the annual meeting any member is eligible to nominate a member for the position of Director.
Section 8. Voting
At the annual meeting the PTO Board will appoint someone to administer the election and will enter into election all members properly nominated. All members present at the annual meeting will be allowed vote. The voting shall be by secret ballot and will be the last order of business of the annual meeting. Voting will take place for the number of vacant seats on the PTO Board per Article VII, Section 4. Each member shall be allowed to cast one vote for each vacant seat on the PTO Board. Members may not vote for one person more than once, (Non-Cumulative Voting). A motion may be made by any member to suspend secret voting for that election and instead vote by a show of hands. The motion shall be made prior to the PTO Board election and voted upon by those members present. If approved by two thirds of those members present, then the secret balloting shall be suspended for that election only.
Section I. Compensation
The Directors shall receive no compensation as salary from the PTO but may receive reimbursement for expenses related to special activities spent on behalf of the PTO. Reimbursement for such special expenses shall be voted upon by the PTO Board. No Director has authority to incur expenses on behalf of the PTO without approval of the PTO Board.
Section 2. Resignation
Any Director may resign at any time by giving written notice to the PTO Board. Such resignation shall take effect at the time specified in the notice.
Section 3. Involuntary Removal
Any Director may be removed by two thirds vote of the PTO Board or by two thirds vote of the members.
Section 4. Vacancies
If a vacancy occurs on the PTO Board more than 90 days prior to the annual meeting, the majority of the PTO Board may appoint a member to fill the position for the remainder of the term.
Section 5. Officers
The PTO Board shall be comprised of a Chair, Co-Chair, Treasurer and Secretary. The responsibilities of each officer shall be as follows:
1. Chair/President - The Chair/President shall preside at all meetings of the Directors and members, shall prepare the agenda for all regular and annual meetings, shall coordinate the work of the officers and shall sign, as chair, all contracts and other instruments as approved by the Board.
2. Co-Chair/Vice President - The Co-Chair/Vice-President shall assume the duties of the Chair in his/her absence, and assume such duties assigned from time to time by the Board. The Co-Chair shall also be responsible for ensuring that meeting minutes are taken and distributed after each general and annual meeting in the absence of the Secretary.
3. Treasurer - The Treasurer shall be the custodian of all funds of the PTO and shall deposit funds, make disbursements and maintain bank accounts only as directed by the Board. The Treasurer shall also prepare the annual budget for consideration by the Board, maintain accurate financial records and report on the financial status of the PTO at all general and annual meetings. The Treasurer shall make all of the financial records available to any member or Board member upon request.
4. Secretary - The Secretary shall post notices and distribute the agenda for all regular and annual meetings. The Secretary shall also ensure that meeting minutes are taken and distributed to all appropriate parties following each general and annual meeting.
The duties and responsibilities of each officer may be modified by the Board or assigned to volunteers who are not on the Board as desired. Those modifications shall be in effect for that Board term only.
Section 6. Regular Meetings
Regular meetings of the PTO Board may be held throughout the year on a frequency and schedule as determined by the PTO Board. All regular meetings shall be open to the membership. Notice of regular meetings shall be made to members consistent with the method in which the PTO Board routinely communicates with the membership as determined by the PTO Board. Items may be placed on the agenda either in advance of the meeting or at the meeting either by Board members or PTO members. Due to time constraints or other reasons, the Chair will decide which items will be taken up at any given meeting and which items will be placed on future agendas. However if a member or Board member has requested an agenda item, the Chair is required to make a good faith effort to take up the item as soon as practical.
Section 7. Special Meetings
Special meetings may be held from time to time as the PTO Board deems appropriate to conduct business of the PTO. All special meetings shall be open to the membership.
There is no requirement that special meetings be noticed to the general membership. A reasonable effort of notice of special meetings must be made to each Director no less than 24 hours prior to the special meeting unless such requirement is waived by all Directors.
Section 8. Quorum
A majority of the Directors shall constitute a quorum.
Section 9. Committees
The PTO Board may appoint committees comprised of members, non-members and Directors for the purpose of accomplishing goals of the PTO.
Section 10. Taxes
It will be the responsibility of the Board and not any one officer to cause any tax or other government filings to be prepared and filed.
Section 11. Dissolution
The PTO may be dissolved by a majority vote of the Board. Upon dissolution of the PTO, the remaining assets will be distributed exclusively for exempt educational purposes.
Section 1. Amendment of By-Laws
These By-Laws may be amended at any annual or regular meeting by majority vote of the Directors.
Section 2. Liability
The personal liability of a director of the PTO Board for monetary damages for breach of fiduciary duty as a director is limited to the full extent provided by Colorado law. The directors, officers, volunteers, agents and employees of the PTO shall not, as such, be liable for the obligations of the PTO. Directors shall not be liable for actions taken or omissions made in the performance of corporate duties.
Section 3. Records
The PTO Board will maintain financial records of all activities of the PTO as well as minutes of all annual, regular and special meetings. These records will be made available for review by any member upon request.
Section 4. Parlimentary Authority
When not inconsistent with these bylaws, Robert's Rule of Order Newly Revised shall be the parliamentary authority for all matters of Procedure. These rules may be suspended at any meeting by a majority vote of the PTO Board.
Section 5. Contributions
The PTO Board reserves the right to accept or decline any contribution to the PTO. Any contributions of stock shall be sold within seven business days of receipt and the donor shall be notified of this condition.
As adopted on the 18th day of November, 2004, and amended and restated on the 15th day of May, 2024.
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Laura Amedro, Co-Chair
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Hollis Kline, Co-Chair
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Adam Grosch, Treasurer
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Betsy Hansen, Secretary