Lindeneau Parent Teacher Organization Inc.

50 Blossom Street, Edison, New Jersey 08817

Bylaws

November 11, 1993

Amended September 10, 2015

ARTICLE I:

 

Name:

The name of the organization shall be the Lindeneau Parent Teacher Organization Inc.

ARTICLE II:

Purpose:

The purpose of Lindeneau Parent Teacher Organization Inc. is to strengthen the educational opportunities and experiences for the students of our school, to promote the cultural, emotional and physical welfare of our children and to work towards a closer relationship between home, school and the general public so that parents, teachers and the community may work cooperatively in the education of our children.

ARTICLE III:

Description:

Lindeneau Parent Teacher Organization Inc. is a nonprofit organization that exists for charitable, educational, and scientific purposes, including the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code.

ARTICLE IV:

Basic Policies:

  1. The organization shall be non-commercial, non-sectarian, and non-partisan and shall not be politically affiliated.
  2. The organization shall cooperate with the school to secure quality education for the children and youth and shall seek to participate in an advisory capacity in the process of decision making affecting school policy, realizing that the legal responsibility of decision making has been delegated by the people to the Board of Education.
  3. The organization shall cooperate with other groups or coordinating councils active in child welfare, subject to approval by the Executive Board, but shall make no commitments that bind the organization.
  4. Criticism of individuals shall not be voiced in open meetings.

ARTICLE V:

Membership and Dues:

  1. Membership shall be open to the parents or guardians of students at Lindeneau School.  Membership is also open to faculty of Lindeneau School.
  2. Annual dues will be an amount to be determined by the Executive Board.
  3. A member must have paid his/her dues at least fourteen (14) calendar days before a meeting to be considered a member in good standing with voting rights.  Members in bad standing are ineligible to vote.
  4. A member must have paid his/her dues prior to the end of the nomination period to be eligible to vote in the Executive Board election.
  5. All moneys pertaining to dues shall be for the executive use of the organization.
  6. Membership is on an individual basis, one (1) vote per individual membership and two (2) votes per family membership.

ARTICLE VI:

Nominations and Elections:

  1. Nominations will be accepted from March 1st until April 30th or 14 days before the election, whichever is earlier.
  2. The election shall be held at the May general meeting.
  3. All nominations require prior consent from the nominees.
  4. A ballot of all nominations shall be presented for a vote at the May general meeting.
  5. If there is but one (1) nominee for each office, it shall be in order to move that the Recording Secretary cast the elective ballot for organization of the nominees.
  6. If there is more than one (1) nominee for an elected office, voting will be done by secret ballot on the date of the election.
  7. A majority vote present shall elect.
  8. A vacancy occurring in an elected office other than President shall be announced at the general meeting immediately following the vacancy.  Nominations will be accepted for one week following the announcement.  The position shall be filled by a majority vote of the Executive Board no later than one (1) week of the vacancy announcement occurring.
  9. In the event of a vacancy of the President the Vice President shall assume the duties of the President until an election by the general membership can be held.
  10. In the event of a ballot vote, two (2) volunteers from the general membership, plus a member of the Executive Board who is not being challenged and shall act as proctor, will tally the ballots to determine a winner.
  11. In the case of a tie vote in a ballot election, a re-vote will be in order within one (1) week.
  12. In order to hold an elected office a person must be an active Lindeneau Parent Teacher Organization Inc. member in good standing.

ARTICLE VII:

Executive Board:  

  1. The Executive Board shall direct and coordinate the activities of the organization and prepare a budget for the fiscal year.
  2. The officers of the organization shall be:
  1. President
  2. Vice President
  3. Treasurer
  4. Recording Secretary
  5. Corresponding Secretary
  1. Officers will be elected to a one (1) year term and can be re-elected for another consecutive term. An elected officer may not hold his/her elected position for more than two (2) years except by majority vote of the Executive Board.
  2. Officers shall assume his/her duties at the joint June Executive Board meeting.
  3. The outgoing Treasurer shall continue in his/her duties in coordination with the incoming Treasurer until the end of the fiscal year.
  4. Executive Board shall consist of:
  1. Elected Officers
  2. Administrative Seat (Principal)
  3. Faculty Representative(s) - maximum two (2)

(The aforementioned positions have voting privileges on the Executive Board.)

  1. The President at his/her discretion may appoint an Executive Committee Person to act in an advisory capacity to the Executive Board. This position has voting rights and privileges.
  2. The President will abstain from voting on all Executive Board matters. In the case of a tie vote, the President will cast the tie breaking vote.
  3. With cause, the Executive Board may vote to change the standing (good/bad) status of a member.

ARTICLE VIII:

Duties of Officers:

  1. President
  1. Shall preside at all general and executive meetings.
  2. Shall appoint all committee chairpersons.
  3. Shall coordinate the activities of officers and committees in order that the objectives may be promoted.
  4. Shall be responsible for the years events and fundraisers.
  5. Shall be responsible for attending Edison Township Parent Teacher Association Committee meetings.  If not able to attend, shall send an eligible representative in his/her place.
  1. Vice President
  1. Shall perform the duties of the President in the absence of the President.
  2. Shall be responsible for attending monthly Board of Education meetings.  If not able to attend, shall send an eligible representative in his/her place.
  3. Shall be responsible for the annual membership drive.
  1. Recording Secretary
  1. Shall keep the minutes of all general, special and Executive Board meetings in a bound book provided by the organization.
  2. Shall retain a copy of the approved bylaws.
  3. Shall have a membership list available at every meeting.
  4. Shall keep a list of committees and committee members.
  1. Corresponding Secretary
  1. Shall conduct all correspondence.
  2. Shall publish newsletters and/or flyers.  This correspondence shall be published, at minimum, to members, parents, faculty and the Board of Education.
  3. Shall inform Executive Board members of meeting dates.
  4. Shall inform general membership of any meeting.
  5. Shall keep a copy of all correspondence on file.
  6. Shall take the minutes of any meeting in the absence of the Recording Secretary.
  7. Shall take attendance at Executive Board meetings.
  1. Treasurer
  1. Shall prepare a budget in cooperation with the President prior to the first Executive Board meeting of the school year and present this budget for a vote at the first general meeting of the school year.
  2. Shall arrange an independent review of the organization’s financial records annually.
  3. Shall prepare and report a statement of account at both general and Executive Board meetings.
  4. Shall be responsible for collecting all moneys at the close of all fund raising activities with one (1) Executive Board delegate.
  5. Shall present for a majority vote at a general membership meeting any expenditures not a specific budget line item, or an expenditure exceeding a budgeted line item.
  6. Shall be responsible for maintaining 501(3)(c) tax exempt, incorporation and legal records.
  7. Shall be responsible for filing, with the IRS, the organization's tax return by the 15th day of the 5th month after the end of the organization's fiscal year.
  1. Any elected officer not complying with the designated duties, policies, or objectives herein prescribed in these bylaws may be asked to resign by a majority vote of the Executive Board.  If said elected officer refuses to voluntarily resign, they may be brought before the general membership for an impeachment vote.  Any officer who is impeached, resigns by majority vote, or resigns without cause will be placed in bad standing.  Any officer who resigns with cause may also be placed in bad standing by majority vote of the Executive Board.

 

ARTICLE IX:

Meetings:  

  1. Executive Board meetings shall be held monthly from September to ­June and when necessary from June to September to assure a successful transition of officers.
  2. Special meetings may be called by the Executive Board when deemed necessary.
  3. Half the number of board members plus one (1) constitutes a quorum.
  4. General membership meetings shall be held monthly from September to ­June with no fewer than seven (7) meetings per school year.
  5. Any major decision affecting the policies of the organization must be presented for a general membership vote of members present, upon recommendation of the Executive Board.
  6. Failure of an Executive Board member to attend a minimum of six (6) meetings per school year will result in removal from his/her position and he/she will be placed in bad standing.

 

 

ARTICLE X:

Financial Policies:

  1. The fiscal year of the organization begins August 1 and ends July 31 of the following year.
  2. All funds shall be kept in a checking account in the name of Lindeneau Parent Teacher Organization Inc., requiring two (2) signatures of the Executive Board and held at a local financial institution.
  3. All financial activity shall be recorded in a computer-based or manual accounting system. The Treasurer shall reconcile the account(s) monthly and report all financial activity monthly. The organization shall arrange an independent review of its financial records each year.
  4. The organization shall leave a minimum of $2,000 in the treasury at the end of each fiscal year.
  5. Authority to sign contracts is limited to the President or the President’s designee.
  6. The business address of the organization and the address used for all accounts and mailings shall  be that of Lindeneau School.

ARTICLE XI:

Parliamentary Authority:

The supreme authority on parliamentary law shall be the Lindeneau Parent Teacher Organization Inc. bylaws. Any exclusions will be subject to Robert's Rule of Order- Newly Revised.

ARTICLE XII:

Amendments:

These bylaws may be amended at a general membership meeting by a 2/3 vote of both Executive Board and general members present so long as the amendments are published to the general membership at the previous general membership meeting.

ARTICLE XIII:

Special Committees:

Special Committees shall be appointed by the president, Executive Board or the organization as deemed necessary to carry out the work of the organization.

ARTICLE XIV:

Dissolution Clause:

Upon the dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.

ARTICLE XV:

Conflict of Interest Policy:

  1. Purpose:  The purpose of the conflict of interest policy is to protect this tax-exempt organization’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
  2. Definitions:
  1.  Interested Person. Any director, principal officer, or member of a committee with governing board-delegated powers who has a direct or indirect financial interest, as defined below, is an interested person.
  2. Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
  1. An ownership or investment interest in any entity with which the organization has a transaction or arrangement;
  2. A compensation arrangement with the organization or with any entity or individual with which the organization has a transaction or arrangement; or
  3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the organization is negotiating a transaction or arrangement. “Compensation” includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.  A financial interest is not necessarily a conflict of interest. Under Section 3b, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
  1.  Procedures:
  1. Duty To Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board-delegated powers who are considering the proposed transaction or arrangement.
  2. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide whether a conflict of interest exists.
  3. Procedures for Addressing the Conflict of Interest.
  1. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
  2. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
  3. After exercising due diligence, the governing board or committee shall determine whether the organization can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
  4. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.
  1. Violations of the Conflict of Interest Policy.
  1. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
  2. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines that the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
  1. Records of Proceedings. The minutes of the governing board and all committees with board delegated powers shall contain:
  1. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest; the nature of the financial interest; any action taken to determine whether a conflict of interest was present; and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
  2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement; the content of the discussion; including any alternatives to the proposed transaction or arrangement; and a record of any votes taken in connection with the proceedings.
  1. Compensation:
  1.  A voting member of the governing board who receives compensation, directly or indirectly, from the organization for services is precluded from voting on matters pertaining to that member’s compensation.
  2. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the organization for services is precluded from voting on matters pertaining to that member’s compensation.
  3. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
  1. Annual Statements. Each director, principal officer, and member of a committee with governing board-delegated powers shall annually sign a statement which affirms that such person:
  1. Has received a copy of the conflict of interest policy;
  2. Has read and understood the policy;
  3. Has agreed to comply with the policy; and
  4. Understands that the organization is charitable and that in order to maintain its federal tax exempt status it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
  1. Periodic Reviews. To ensure that the organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
  1. Whether compensation arrangements and benefits are reasonable, are based on competent survey information, and are the result of arm’s length bargaining.
  2. Whether partnerships, joint ventures, and arrangements with management organizations conform to the organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in inurement, impermissible private benefit, or an excess benefit transaction.
  1. Use of Outside Experts. When conducting the periodic reviews as provided for in Section 7, the organization may, but need not, use outside advisers. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring that periodic reviews are conducted.

Approved and adopted by majority vote in a general meeting held this, the 10th day of September, 2015.

___________________________________________

David Stryker, Treasurer