BELMONT HIGH SCHOOL PTO, INC.
ARTICLE I - NAME, PURPOSES, AND FISCAL YEAR
1.1 Name and Purpose. The name of the corporation, located in Belmont, MA, is the Belmont High School PTO, Inc. ("Belmont High School PTSO", "PTO" or “Corporation”). The purposes of the Belmont High School PTSO are: 1) to foster communication, understanding, and cooperation among parents and teachers in order to benefit all students in the Belmont High School; 2) to provide support and services to the school community; 3) to encourage the support of public education in the Town of Belmont, Massachusetts.
The Belmont High School PTO is organized exclusively for charitable, religious, educational, and/or scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
1.2 Fiscal Year. The fiscal year of the Corporation shall, unless otherwise decided by the General Board, end on June 30 in each year.
ARTICLE II - MEMBERS
2.1 Membership. Membership in the Corporation shall consist of parents / guardians and students of Belmont High School in Belmont, Massachusetts. They, shall subject to the payment of such annual dues as may be determined by the General Board. The principal and faculty of such school may choose to be members without payment of dues.
2.2 Regular Meetings. No call or notice shall be required for a regular meeting of the General Board provided that reasonable notice: (i) of the first regular meeting following the determination by the General Board of the times and places for regular meetings shall be given to absent members; (ii) specifying the purpose of a regular meeting shall be given to each board member if amendments to these By-Laws are to be considered at the meeting; and (iii) shall be given as otherwise required by law, the Articles of Organization or these By-Laws. Regular meetings of the General Board, which shall be open to all members, shall be held at least four times in each fiscal year at Belmont High School or at such other places and at such other or additional times as the General Board determines.
2.3 Annual Meetings.
(a) The annual meeting of all members shall be held at the Belmont High School, or at some other location determined by the General Board, at the date and time determined by the
General Board provided that the date of the meeting is held before the last day of classes for the current academic year. If an annual meeting is not held as herein provided, a special meeting may be held in place thereof with the same force and effect as the annual meeting, and in-such case all references in these By-Laws.
2.4 Special Meeting. Special meetings may be held at the Belmont High School at any time. Any special meeting may be called by the President of the General Board or by the General Board and shall be called by the Recording Secretary of the General Board or, in case of the death, absence, incapacity or refusal of the Recording Secretary, by any other officer who is a member of the General Board upon written application of three or more members entitled to vote on the General Board.
Special meetings of the General Board may be held at any time and at any place when called by the President or by two or more members of the General Board.
2.5 Call and Notice.
(a) Annual Meetings. Reasonable notice of the time and place of annual meetings shall be given to each member entitled to vote at the meeting. Such notice need not specify the purposes of a meeting, unless amendments to these By-Laws are to be considered, or otherwise required by law, the Articles of Organization or these By-Laws.
(b) Special Meetings. Reasonable notice of the time and place of special meetings shall be given to each member entitled to vote at the meeting. Such notice need not specify the purposes of a meeting, unless otherwise required by law, the Articles of Organization or these By-Laws or unless amendments to these By-Laws are to be considered at the meeting.
(c) Reasonable and Sufficient Notice. Except as otherwise specifically provided in these By-
Laws, notices that are either sent by paper mail at least five (5) days before the meeting addressed to each member entitled to vote at the meeting at his or her last known residential address; or given in person or by telephone at least two (2) days before the meeting shall be deemed reasonable and sufficient notice; or given by email at least two (2) days before the meeting shall be deemed reasonable and sufficient notice.
2.6 Quorum. At any meeting, ten percent (10%) shall constitute a quorum. Any meeting may be adjourned to such date or dates not more than 30 days after the first session of the meeting by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.
2.7 Action by Vote. Each member who is in good standing in the payment of membership dues shall be entitled to cast one vote at the annual meeting. When a quorum is present at the annual meeting, a majority of the votes properly cast by members present in person, or by signed and written proxy vote, shall decide any question, including election to any office, unless otherwise provided by law, the Articles of Organization, or these By-Laws.
2.8 Action by Writing. Any action required or permitted to be taken at any meeting of the
General Board may be taken without a meeting if all the members of the General Board consent
to the action in writing and the written consents are filed with the records of the meetings of the General Board. Such consents shall be treated for all purposed as votes taken at a meeting.
2.9 Presence Through Communications Equipment. Unless otherwise provided by law or the Articles of Organization, members may participate in a meeting of members by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.
ARTICLE III - THE GENERAL BOARD
3.1 Officers and Others Constituting the General Board: Number and Qualification. The Corporation shall have a General Board consisting of
1. a President,
2. a Vice President of Fundraising,
3. a Vice President of Programs and Community Events,
4. a Treasurer,
5. a Recording Secretary,
6. the Principal of the Belmont High School (who shall become a non-voting member of such Board without being elected to the Board),
7. one person who is a member of the faculty of the School (who shall become a non-voting member of such Board without being elected to the Board),
8. One student from each class.
The General Board shall have and may exercise all the powers of Directors of the Corporation except those powers reserved to the members by law, the Articles of Organization or these By-Laws. The General Board shall fix, before the end of each fiscal year, the annual membership dues payable for membership in the following fiscal year. The annual dues so fixed shall be payable at the commencement of the fall school term in the next fiscal year, or at another time decided by the General Board. All officers and others serving as General Board members must be members of the Corporation and parents or guardians of students enrolled in the Belmont High School. No person may hold more than one office or other position on the General Board at the same time.
3.2 Election; Appointment. The President, Vice Presidents, Treasurer (or Co-Treasurers),
Assistant Treasurer (or Co-Assistant Treasurers), Recording Secretary (or Co-Recording
Secretaries) and any other officers, who are elected to become members of the General Board, shall be elected annually by and at the annual meeting of the members.
The Principal of the School shall automatically become General Board member without being elected or appointed to the Board. If determined by vote at the annual meeting, two, three, or four persons may be elected as Co-Presidents, each shall be a voting member of the General Board, and any persons so elected shall themselves determine the manner in which they shall share in the discharge of the duties of their office.
3.3 Tenure of Officers and Others. Each of the President, Vice Presidents, Treasurer, Assistant Treasurer, Recording Secretary, the faculty representative to the General Board and each other person who is elected or appointed to the General Board (including any who automatically become members of the General Board as provided in Section 3.2) shall hold office for two (2) fiscal year commencing after their election or appointment or until he or she sooner resigns or is removed.
3.4 President and Vice Presidents. The President shall be the chief executive officer of the Corporation and, subject to the control and supervision of the General Board, shall have general charge and supervision of all of the affairs of the Corporation. The President shall preside at all meetings of the membership and at all meetings of the General Board. The Vice Presidents shall have such duties and powers as the General Board or the President shall determine. A Vice President or other elected member of the General Board selected by the Board shall have and may exercise all the powers and duties of the President during the absence of the President or in the event of his or her inability to act.
3.5 Treasurer. The Treasurer shall be the chief financial and accounting officer of the Corporation. The Treasurer shall be in charge of all of the financial affairs and funds of the
Corporation and shall keep full and accurate records thereof. The Treasurer shall have such other duties and powers as are designated by the General Board or the President. The Treasurer shall also be in charge of the books of account, accounting records and accounting procedures of the Corporation. The Treasurer may allocate duties (such as program records, bookkeeping, and/or accounts receivable duties) to the Assistant Treasurer and optionally to one or two members, providing them with powers as required to perform their duties. The Assistant Treasurer and Treasurer shall supervise any non-General Board member assisting with the financial affairs or funds of the Corporation.
3.6 Recording Secretary. The Recording Secretary shall record and maintain minutes of meetings of members and of meetings of the General Board in a book or series of books kept for that purpose, which book or books shall be kept at the Roger Belmont High School or at the residence of the Recording Secretary and shall be open at all reasonable times to the inspection of any member. Such book or books shall also contain an original or attested copy of the Articles of Organization and the By-Laws, and the names of all members, of all officers and others elected or appointed to the General Board and to any Committee and the address of each. If the Recording Secretary is absent from a meeting of the members or of the General Board, a temporary Recording Secretary chosen at the meeting shall have the duties of the Recording Secretary at that meeting. The Recording Secretary shall be resident of the Town of Belmont.
3.7 Suspension or Removal. An officer or other person who is elected to the General Board may be suspended or removed with or without cause by vote of a two-thirds (2/3) of the General
Board then in office at any special meeting of the General Board called for such purpose or at any regular meeting of the General Board. Any person appointed to the General Board may be removed with or without cause only by the board which has appointed him or her to the General Board. An officer or other person elected or appointed to the General Board may be removed for cause only after reasonable notice and an opportunity to be heard.
3.8 Resignation. An officer or other person who is a member of the General Board may resign by delivering his or her written resignation to the President, Treasurer, or Recording Secretary of the General Board. Such resignation shall be effective upon receipt (unless specified to be effective at some other time), and acceptance thereof shall not be necessary to make it effective unless it so states.
3.9 Vacancies. If the office of any officer or the position of any other person who is elected to the General Board by vote of the members becomes vacant, the General Board may elect
a successor to fill the vacancy. At the General Board’s option, a vacancy of an elected position on the General Board may be filled by vote of the members at a special or annual meeting. If the office of any person appointed to the General Board becomes vacant, the vacancy shall be filled by the board or person who appointed the last occupant of the vacant office. Each such successor shall hold office for the unexpired term or until he or she sooner resigns or is removed.
3.10 Insurance Appointee: There shall be an Insurance Appointee appointed annually by the President of the General Board. The Insurance Appointee shall annually examine the adequacy of insurance policies maintained by the Corporation for all of its operations, and shall report on the matter to the General Board annually, or more frequently if requested by the Board.
3.11 Insurance Coverage. The power to determine all insurance matters for the Corporation is reserved to the General Board which shall annually, after receiving a report from the Insurance
Appointee, determine the types and amounts of insurance coverage which the Corporation shall maintain for its operations, provided that the General Board shall annually determine the manner in which the cost of such coverages shall be apportioned against the general budget.
3.12 Other Committees: The President shall have the power to establish and appoint persons to the membership of a Nominating Committee responsible for locating and recruiting candidates for positions within the PTSO as well as such other committees as the President shall determine necessary or advisable for the conduct of the affairs of the Corporation. Unless otherwise designated by the President, all committees appointed by her shall conduct their affairs in the same manner as is provided in these By-Laws for the General Board. The members and the chairs of any committee appointed by the President of the General Board shall be appointed after
the annual meeting at which officers are elected to the General Board, but no later than the beginning of the fiscal year commencing after that election, and they shall remain in committee office at the pleasure of the President who has appointed them until the end of that fiscal year.
3.13 Compensation. Except as may otherwise be determined by vote of two-thirds (2/3) of the General Board, officers and others who are members of the General Board or who provide services in connection with any programs conducted under the direction of the General Board shall not receive compensation for such services but shall be reimbursed for reasonable and proper expenses incurred in the performance of their duties.
3.14 Settlement of Disputes. The General Board may appoint, or direct its President to appoint, such special committees as may be deemed necessary to investigate and recommend resolution of any disputes referred to the General Boardd for final and binding resolution by the General Board and may hold meetings (which shall be open to all members) for that purpose.
ARTICLE VI - PERSONAL LIABILITY
The members, the officers and others elected to the General Board and its officers shall not be personally liable for any debt, liability or obligation of the Corporation unless caused by gross negligence or intentional bad acts. All persons, corporations or other entities extending credit to, contracting with, or having any claim against, the corporation, may look only to the funds and property of the Corporation for the payment of any such contract or claim, or for the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due or payable to them from the Corporation.
ARTICLE VII - INDEMNIFICATION
The Corporation shall, to the extent legally permissible, indemnify each of the officers and other persons who are members of the General Board against all liabilities and expenses incurred by reason of such person being or having been such an officer or member of a Board, except for gross negligence or intentional bad acts. This may include amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, reasonably incurred by such person in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which such person may be involved or with which such person may be threatened, while in office or thereafter, by reason of such person being or having been such an officer or member of a board.
However, as to any matter disposed of by a compromise payment by such officer or board member, pursuant to a consent decree or otherwise, no indemnification either for such payment or for any other expenses shall be provided unless such compromise and the related indemnification is approved as in the best interest of the Corporation by (a) a disinterested majority of the officers and other persons constituting the General Board, provided that there has been obtained an opinion in writing of independent legal counsel to the effect that such person appears to have acted in good faith in the reasonable belief that his or her actions were in the best interests of the Corporation, or (b) by a majority of the members. The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any such person may be entitled. The Corporation shall, to the extent authorized by the General Board, voting in the aggregate and not separately, indemnify each of its present and former employees and other agents against the same liabilities and expenses and on the same terms and conditions as specified in this paragraph for officers and Board members. The General Board may at any time and from time to time, on behalf of the Corporation, purchase and maintain insurance in such amounts and for such terms as they shall determine, on behalf of any person who is or was elected an officer or other member of the General Board or one of its officers, against any liability incurred by him or her in such capacity or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against any such liability. For the purposes of this Article, persons designated herein as being entitled to indemnity shall include such person's heirs, executors and administrators. Nothing contained in this Article shall affect any rights to indemnification to which personnel other than those entitled to indemnification herein may be entitled by contract, or otherwise under law.
ARTICLE VIII - AMENDMENTS
These By-Laws may be amended by vote of the Executive Committee but only to the extent that their amendment may be necessary to qualify the Corporation for exemption from federal income taxes under section 50l(c) of the Internal Revenue Code, as amended, or to maintain such qualification. Except as otherwise provided in the preceding sentence, these By-Laws may be altered, amended or repealed in whole or in part by vote of two-thirds of the members of the
General Board then in office except that (a) such Board shall have no power to change any other provisions thereof which by law, the Articles of Organization, or these By-Laws requires action by all of the members. Notice of any amendment of these By-Laws by the General Board shall be given to all members. The members may, by a two- thirds vote, adopt, alter, amend or repeal any amendments to the By-Laws adopted by the General Board or otherwise adopt, alter, amend or repeal any provision which by law, the Articles of Organization or these By-Laws requires action by the members.