PTO Bylaws by bcM6Wl

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									                                         Mission Statement:
 The Cushing ISD Parent Teacher Organization is incorporated to promote the welfare of children and
  youth in home, school, and the community while bringing closer relations between home and school,
         supporting parents and teachers in intelligent cooperation in the training of students.


        BYLAWS for Cushing ISD Parent Teacher Organization, a Texas Nonprofit Association

                                                 ARTICLE I
                                                   Name

The name of the Corporation/Association is the Cushing ISD Parent Teacher Organization, (hereinafter Cushing
PTO). These bylaws constitute the code of rules adopted by the Cushing PTO for the regulation and
management of its affairs.

                                               ARTICLE II
                                           Purpose and Objectives

Section 1
The Objectives of the Cushing PTO shall be:

    A. To provide support and assistance to the Cushing Independent School District (hereinafter “CISD”), its
       teachers, administrators, and school authorities in the pursuance of their objectives.
    B. To insure that all actions comply with the regulations, procedures, and philosophy of Cushing High
       School (hereinafter “CHS”), Cushing Junior High (hereinafter “CJHS”), Cushing Elementary, and
       CISD school board.
           a. Cushing PTO shall not become a means of exploiting the students under the guise of educational
                activities.
    C. To promote cooperation among CISD, school organizations and the community.
    D. To promote the welfare of children and youth in home, school and the community.
    E. To raise the standards of home life and secure adequate laws for the care and protection of children and
       youth.
    F. To bring into closer relation the home and school, that parents and teachers may cooperate intelligently
       in the training of children and youth.
    G. To develop between educators and general public such united efforts as will secure for every student the
       highest advantages in physical, mental, and social education.

                                                ARTICLE III
                                                Basic Policies

Section 1
The objects of the Cushing PTO shall be promoted through an educational program directed toward parents,
teachers, and the general public; shall be develop through conferences, committees, and projects; and shall be
governed and qualified by the basic policies sent forth in this Article.



Cushing PTO By-Laws                                                                                     Page 1
Section 2
The Cushing PTO shall be noncommercial, nonsectarian, and nonpartisan. It shall not endorse a commercial
enterprise or a candidate. The name of the association or the names of any members in their official capacities
shall not be used in any connection with commercial concern or with any partisan interest; or for any other
purpose than the regular work of the association.

Section 3
This organization shall not directly or indirectly participate or intervene(in any way; including the publishing or
distributing of statements) in any political campaign on behalf of or in opposition to, any candidate for public
office; or devote more than an insubstantial part of its activities to attempting to influence legislation by
propaganda or otherwise.

Section 4
The Cushing PTO shall work with the school to provide quality education for all children and youth an shall
seek to participate in open communication in establishing school policy, recognizing that legal responsibility to
make decisions has been delegated by the people to boards of education.

Section 5
The Cushing PTO may cooperate with other organizations and agencies active in child welfare, such as
conference groups or coordinating councils, provided its representatives make no commitments that bind the
group he/she represents.

Section 6
   A. This association has no authority to direct CISD staff in their duties.
   B. This association has no authority to provide petty cash fund for CISD staff to use at their discretion
       based on competitive success or failure.
   C. This association has no authority to influence employment or salary of CISD staff on competitive
       success or failure.

Section 7
These Bylaws shall govern all proceeding of the Cushing PTO, except as otherwise provided by the rules and
regulation of Cushing Elementary, CHS, CJHS, CISD, and/or UIL. In the event of conflict between these
Bylaws and the rules and regulations of Cushing Elementary, CHS, CJHS, CISD, and/or UIL, the latter rules
and/or regulations shall prevail.

Section 8
This Corporation/Association is organized exclusively for charitable and educational purposes within the
meaning of Section 501(c) (3) of the Internal Revenue Code.

Notwithstanding any other provision of these Bylaws, the Corporation/Association shall not take any action that
would be inconsistent with the requirements for a tax exemption under Internal Revenue Code Section 501(c)
(3) and related regulations, rulings, and procedures. Nor may it take any action that would be inconsistent with
the requirements for receiving tax-deductible charitable contributions under Internal Revenue Code Section
170(c) (2) and related regulations, rulings and procedures.




Cushing PTO By-Laws                                                                                        Page 2
                                                 ARTICLE IV
                                               Board of Directors

Section 1
       Powers
       The Board of Directors (Directors) of this Corporation/Association is vested with the management of the
       business and affairs of this Corporation/Association, subject to the Texas Business Organizations Code,
       the Certificate of Formation, and these bylaws.

Section 2
       Qualifications
       Directorships shall not be denied to any person on the basis of race, creed, sex, religion, or national
       origin. Directorships must be active members of Cushing PTO, employees of CISD, or student
       representatives of the Cushing PTO

           A. The Board of Directors of the Cushing PTO shall be the President, Vice President, Secretary and
              Treasurer. The Principals of Cushing Elementary, CJHS and CHS, and the superintendent of
              CISD will be ex-officio members without a vote.

                   a. The Superintendent and/or the Principal have veto power of this organization.

Section 3
       Number of Directors
       The Board of Directors will consist of four Directors. Upon majority resolution of the Board of
       Directors, the number of Directors may be increased or decreased from time to time, but in no event
       shall a decrease have the effect of shortening the term of an incumbent Director, or decreasing the total
       number of Directors to less than three Directors. Until the first meeting for electing the Directors
       occurs, the initial Board of Directors shall consist of the persons listed in the Certificate of Formation as
       constituting the initial Board.

Section 4
       Term of Directors
       Directors shall serve terms equivalent to terms restraints stated in Article V, Section 2 of Officer Terms.

Section 5
       Election of Directors
       Elections for Directors filling expired terms shall be held at the last meeting of the fiscal year and will
       follow terms stated in Article V, Section 2 of Officers and Elections.

Section 6
       Duties of the Board
       The Board of Directors shall:
          1. Act on behalf of the Cushing PTO between regular meetings.
          2. Recommend programs and activities to accomplish the purpose of the Cushing PTO
          3. Propose a budget for consideration by the Cushing PTO at the first general meeting of the school
              year.
          4. Perform any additional duties directed by the Cushing PTO.
Cushing PTO By-Laws                                                                                         Page 3
Section 7
       Resignation
       Any Director may resign at any time by delivering written notice to the Secretary or President of the
       Board of Directors. Such resignation shall take effect upon receipt or, if later, at the time specified in
       the notice.

Section 8
       Removal
       Any Director may be removed without cause, at any time, by a majority of the entire Board of Directors,
       and ¾ vote of the general membership at a Regular or Special Meeting called for that purpose. Any
       Director under consideration of removal must first be notified about the consideration by written notice
       at least 2 weeks prior to the meeting at which the vote takes place. The Director under consideration for
       removal must be informed of the organization’s grievances and given 2 weeks in which to resolve said
       grievances.

Section 9
       Vacancies
       Vacancies shall be filled by majority vote of the members of the Cushing PTO at the next regular
       meeting, due to notice of such election having been given. The Director filling the vacancy shall serve
       for the remainder of the term of the directorship that was vacated. Vacancies shall be filled as soon as
       practical. Any Director may make nominations to fill vacant directorships.

Section 10
       Compensation
       Directors shall not receive any salaries or other compensation for their services, but, by resolution of the
       Board of Directors, may be reimbursed for any actual expenses incurred in the performance of their
       duties for the Corporation/Association, as long as a majority of disinterested Board of Directors
       approves the reimbursement. The Corporation/Association shall not loan money or property to, or
       guarantee the obligation of, any Director.

                                                  ARTICLE V
                                                   Members
Section 1
       Membership
       There shall be one form of membership namely Active member.
               A. Active Members – plan to take on regular PTO responsibilities including participation in
                   projects and regular attendance at meetings
                       a. Voting Member
Section 2
       Eligibility
       Membership in the Corporation/Association shall be open to any individual, without regard to race,
       color, creed, or national origin, who is interested in the purpose and objectives of the Cushing PTO and
       who agrees to abide by the Bylaws of this Corporation/Association may become a member upon
       payment of dues. Any parent, guardian, or other adult standing in loco parentis for a student at CISD
       may be a member and shall have voting rights. The principals and any teacher employed by CISD may
       be a member and have voting rights.
Cushing PTO By-Laws                                                                                        Page 4
Section 3
       Dues
       The annual dues should amount $2.00 per member. Dues shall be accompanied by the name address,
       and telephone number of each individual member paying dues.
          1. The record of the membership dues shall be kept by the Treasurer and Secretary as submitted by
               the membership chairperson.

Section 4
       Rights of Members
          1. General members are those who have paid annual dues for the period August, 1st through July
              31st. Dues for each fiscal year shall be adopted by a majority vote of the current paid voting
              members present at a regular general or special general meeting of the Cushing PTO at the end
              of the prior school year. Dues collected during the last fiscal quarter entitle the member to
              participate in the business of the Corporation/Association through the end of the next fiscal year.
          2. Each member of the Corporation/Association whose current dues are paid shall be entitled to one
              vote on each matter submitted by the Board of Directors to a vote at a Regular or Special
              Membership meeting, except to the extent that the voting rights are limited or denied by the
              Certificate of Formation. No member shall be entitled to any dividend or any part of the income
              of the Corporation/Association or to share in the distribution of the corporate assets upon
              dissolution. The Board of Directors has the discretion to decide which, if any, matters shall be
              submitted to the members for a vote, except that the following decisions will always be
              submitted to the membership for a vote: dissolution of the Corporation/Association, merger or
              consolidation with another Corporation/Association, sale of substantially all the
              Corporation/Associations assets, and most amendments to the Corporation/Associations
              certificate of formation.
          3. The Principal of Cushing Elementary, CJHS, CHS, and the Superintendent (or their designated
              representatives) shall be ex-officio members of the Cushing PTO and all committees, boards or
              other subdivisions of the Corporation/Association, serving in an advisory capacity without a
              vote.
          4. All elected and/or appointed positions must be current Cushing PTO members.

Section 5
       How the Membership can Legally Act
       The membership may act only at a properly called meeting of the membership where a quorum is
       present. At such a meeting, a vote of a majority of the members in attendance shall be an act of the
       membership, except that a two-thirds majority of the members in attendance shall be required for the
       following: dissolution of the Corporation/Association, merger or consolidation with another
       Corporation/Association, sale of substantially all the Corporation/Associations assets, and most
       amendments to the Corporation/Association certificate of formation. The attendance of 4 members if
       there are 20 or less members, or if over 20 members than 1/5 of membership shall constitute a quorum
       for the conduct of business at either a Regular or Special Membership Meeting. Refer to Article VIII,
       Section 5.

Section 6
       General Membership and Special Meetings
       Refer to Article VIII, Section 7 & 9
Cushing PTO By-Laws                                                                                      Page 5
Section 7
       Notice of General Membership and Special Meetings
       Refer to Article VIII, Section 8 & 10

Section 8
       Enrollment of Members
       The Board of Directors shall adopt a membership application form. The application form shall require
       the name, address, and telephone number of each applicant. There shall be a space for the secretary to
       sign certifying that the secretary believes the applicant to be eligible for membership. The applicant
       becomes a member upon the secretary’s signature of the application form. The Treasurer and Secretary
       shall keep an up-to-date membership list.
           1. An annual enrollment of members shall be conducted, and additional members shall be accepted
               at any time.
Section 9
       Removal of a Member
       Cushing PTO may, by a 2/3 vote of enrolled members at any regularly constituted meeting, terminate
       the membership of any member who violates any Article of the Corporation/Association, UIL Rules,
       Code of Ethics or Bylaw of Cushing PTO.


                                                 ARTICLE VI
                                                   Officers

Section 1
       Roster of Officers
       The Corporation/Association shall have:
           1) President
           2) Vice President
           3) Secretary
           4) Treasurer
           5) Membership Chairperson
           6) Special Projects Chairperson
           7) Publicity Chairperson

                The Corporation/Association may have, at the discretion of the Board of Directors, such other
               officers as may be appointed by the Directors. One person may hold two or more offices, except
               those serving as President or Secretary. Officers shall sit as aides to the president and shall
               perform the duties of the president in the absence of that officer in their designated order.

Section 2
       Eligibility, Nominations and Election of Officers
       Members are eligible for office if they are members in good standing at least 14 calendar days before
       nominations are presented. Elections will be held at the last meeting (annual meeting) of the school year
       in May. Nominations shall be presented at a meeting held one month prior to the election. The consent
       of each candidate must be obtained before his/her name is placed in nomination and having read and
       signed that they understand their designated specific duties. Officers shall be elected and installed by
Cushing PTO By-Laws                                                                                      Page 6
       the members of the Cushing PTO. Voting shall be by voice vote or, if more than one person is running
       for the same office, a ballot vote shall be taken. Officers shall remain in office until their successors
       have been selected. The election of officers shall be by majority vote of the Board of Directors and
       members attending the meeting.

Section 3
       Removal of Officers
       For causes which, in the judgment of the organization/association, warrant removal from office, an
       officer may be brought up for removal by a motion from the floor by a ¾ vote of the total membership.
       The accused officer must be informed of the organization’s grievances and given least two weeks in
       which to resolve said grievances. Removal requires a favorable vote of ¾ of the membership.

              All officers shall deliver to their successors all official material not later than 10 days following
               the meeting at which new officers assume their duties.

Section 4
       Terms of Office
       All officers shall serve one-year terms. No officer shall be eligible to the same office for more than two
       consecutive terms; an exception being made when no other member is available or willing to take the
       office.

Section 5
       Resignation
       Refer to Article III, Section 7.

Section 6
       Vacancies
       If a vacancy occurs during the term of office for any elected officer, the vacancy shall be filled by a
       majority vote of the members at the next regular meeting, due to notice of such election having been
       given. Refer to Article III, Section 9.

Section 7
       President
         *    The President will supervise and control the affairs of the Corporation/Association and shall
              exercise such supervisory powers as may be given by the Board of Directors. The president shall
              preside over general meeting, executive committee meeting and meeting of the board of
              directors.
          Serve as the Executive Officer of the Cushing PTO and shall represent the interests of the
             organization, as necessary, to the Administration of CISD, to other CISD organizations, and to the
             community.
         *    The President will perform all duties incident to such office and such other duties as may be
             provided in these bylaws or as may be prescribed from time to time by the Board of Directors.
             The President shall preside at all board meetings and shall exercise parliamentary control in
             accordance with Roberts Rules of Order.
          * The President shall serve as an ex-officio member of all standing committees, unless otherwise
             provided by the Board of Directors or these bylaws.

Cushing PTO By-Laws                                                                                         Page 7
              Nominate individuals to serve as chairs for special committees not otherwise specified by these
               bylaws.
              Countersign checks drawn on the Cushing PTO accounts in accordance with the requirements of
               these bylaws.
          *    The President shall, with the advice of the Board of Directors and in accordance with the
               requirements of these bylaws, set the agenda for each meeting of the Board of Directors, general
               and special membership meetings.
              Shall call for all require reports.
              Report actions of the Board of Directors at each meeting of the Cushing PTO.
              Enforce the provisions of the bylaws.
              Will organize a committee and chair the committee for the annual audit of financial records.
               Notify the Internal Revenue Service of any and all changes in sources of support, purpose,
               character, method of operation, name, address and amendments or changes in these bylaws.
              The president shall serve as the primary contact for the principals; represent Cushing PTO at
               meetings outside the organization.

Section 7
       Vice President
          * The Vice President shall act in place of the President in the event of the President's absence,
              inability, or refusal to act, and shall exercise and discharge such other duties as may be required
              by the board. The Vice President shall assume the office of the President in the event of
              resignation, termination or death of the President.
          * The Vice President shall serve as the parliamentarian and interpret any ambiguities of the
              bylaws, and be familiar with Roberts Rules of Order, and shall provide assistance with any
              parliamentary procedure questions that may arise.
           Countersign checks drawn on the Cushing PTO accounts in accordance with the requirements of
               these bylaws in the absence of the President.
           Serve as a Representative of the Board of Directors on committees so appointed by the Board.
           Serve as ex-officio member on all other committees.

Section 8
       Secretary
       * The Secretary will perform all duties incident to the office of Secretary and such other duties as may
          be required by law, by the Certificate of Formation, or by these bylaws.
       * The Secretary shall attest to and keep the bylaws and other legal records of the
          Corporation/Association, or copies thereof, at the principal office (Cushing Elementary) of the
          Corporation/Association. The Secretary shall see that all books, reports, statements, certificates, and
          other documents and records of the Corporation/Association are properly kept and filed, and brings
          them to each meeting.
            The Secretary shall ensure that all records of the Corporation/Association, minutes of all official
               meetings, and records of all votes, are made available for inspection by any member of the Board
               of Directors and/or any member of the Cushing PTO, and/or CISD officials at the principal
               office of the Corporation/Association during regular business hours.
       * The Secretary shall take or ensure that someone takes minutes of all member meetings, committees
          and Board of Directors, and shall keep copies of all minutes at the principal office of the
          Corporation/Association.

Cushing PTO By-Laws                                                                                      Page 8
                       Copies of the general and executive committee meetings shall be given to the Board
                        Members and Superintendent within 10 days after each meeting.
                     A copy of the general meetings shall be given to the Principals within this same time
                        period.
       *   The Secretary shall keep a record of the names and addresses of the Directors at the principal office
           of the Corporation/Association.
       *   The Secretary shall, with the approval of the Board of Directors, set up procedures for any elections
           held by the Corporation/Association. The Secretary shall keep a record of all votes cast in such
           elections.
       *   The Secretary shall see that all notices are duly given in accordance with these bylaws or as required
           by law.
                     Notify Board of Directors of the location, date and time of each Board meeting.
                     Notify Members of the location, date and time of each regular general or special general
                        meeting of the Cushing PTO.
                     Conduct correspondence for the Cushing PTO and the Board of Directors.
       *    In the case of the absence or disability of the Secretary, or the Secretary's refusal or neglect to fulfill
           the duties of Secretary, the Vice President shall perform the functions of the Secretary.


Section 9
       Treasurer
       * The Treasurer will have charge and custody of all funds of the Corporation/Association, will oversee
          and supervise the financial business of the Corporation/Association, will render reports and
          accountings to the Directors as required by the Board of Directors, and will perform in general all
          duties incident to the office of Treasurer and such other duties as may be required by law, by the
          Certificate of Formation, or by these bylaws, or which may be assigned from time to time by the
          Board of Directors.
                    Have custody of all Cushing PTO funds and pay debts by check. All checks require two
                       signatures by authorized officers.
       * The Treasurer shall give to the Corporation/Association a bond with one or more sureties for the
          faithful performance of the duties of the office and for the restoration to the Corporation/Association-
          -in the case of his or her death, resignation, retirement, or removal from office--all books, papers,
          vouchers, money, and other property of whatever kind in his or her possession or under his control
          belonging to the Corporation/Association. The amount of the bond shall be determined by the Board
          of Directors. ($1.00)
       * The Treasurer and the staff of the Corporation/Association shall devise a plan providing for the
          acceptance and disbursement of all funds of the Corporation/Association which shall be approved by
          the Board of Directors.
       * The Treasurer, with the approval of the Board of Directors, shall set up all checking, savings, and
          investment accounts of the Corporation/Association and deposit all such funds in the name of the
          Corporation/Association in such accounts.
       * The Treasurer's signature shall be the authorized signature for all checking, savings, and investment
          accounts of the Corporation/Association unless the Treasurer, with the approval of the Board of
          Directors, designates another member of the Board of Directors or member of the
          Corporation/Association/ as the authorized signatory for a particular type of disbursement.


Cushing PTO By-Laws                                                                                            Page 9
       * The Treasurer shall prepare a monthly report for the Board of Directors, providing an accounting of
         all transactions and of the financial conditions of the Corporation/Association and shall make a full
         report at the last meeting of the year.
       * The Treasurer shall keep all financing records, books, and annual reports of the financial activities of
         the Corporation/Association at the principal office of the Corporation/Association and make them
         available at the request of any Director or member of the public during regular business hours for
         inspection and copying.

             Surrender all books and records at the end of the term for an annual audit as prescribed by these
              bylaws and/or upon request of the Board of Directors. (See Appendix “A” for Audit
              Procedures).
             Prepare Form 990, Return of Organization Exempt from Income Tax, on or before the due date
              of the return. It is the responsibility of the incoming treasurer to prepare and file the required
              form with the Internal Revenue Service before the return due date. A copy of said Return shall
              be incorporated into the minutes of the Board of Directors prior to being filed with the Internal
              Revenue Service.
             Obtain Form W-9 from all parties paid for services.
             Send Form 1099MISC to all appropriate parties. (Normally any individual who receives $600 or
              more for services from the Corporation.)
             File Forms 1096 and 1099MISC, if applicable, with the appropriate Internal Revenue Service
              Center.
             Collect the appropriate sales tax, if applicable, and file the corresponding state sales tax return
              with the Texas Comptroller of Public Accounts.



Section 10
       Membership Chairperson
          The Membership Chairperson shall enroll members for the Cushing PTO at the beginning of the
            school year and at the first PTO meeting; should send letters to parents and teachers informing
            them of the membership drive.
          The Membership Chairperson shall create and display posters of the membership drive in the
            halls of the school and within the community. If any other publicity needed then the
            membership chairperson would inform the Publicity Chairperson.

Section 11
       Special Projects Chairperson
          The Special Projects Chairperson shall be responsible for the special projects.
          Any projects deemed necessary of being considered should be written and turned into the
              chairperson in time for action to be taken. Include date of event, time, estimate cost, and as
              much information as possible.




Cushing PTO By-Laws                                                                                     Page 10
Section 12
       Publicity Chairperson
            The Publicity Chairperson shall call the newspaper; CISD automated sign controllers, and
               prepare and send notices home to parent and teachers in advance of each general meeting for
               announcement.
            The Publicity Chairperson shall contact above stated connections about any special events of the
               Cushing PTO.
            The Publicity Chairperson shall request a newspaper photographer and/or local TV stations for
               certain events deemed necessary at the general meetings.
            The Publicity Chairperson will be in charge of writing any follow up articles about PTO
               activities.


                                               ARTICLE VII
                                                Committees
Section 1
       Executive Committee
           The President, Vice President, Treasurer, Secretary of the Corporation/Association, chairpersons of
           the standing committees, if applicable, superintendant, and the principal of the school, or a
           representative appointed by him/her as an exofficio member shall constitute the executive
           committee.
           The executive committee shall have the authority to act on behalf of the Corporation/Association
               in between Regular Meetings of the Board of Directors. The Board of Directors must validate
               the actions of the executive committee at its next Regular or Special Meeting. Any such action
               not so validated will not be legally binding on the Corporation/Association.
           The President shall act as chairperson of the executive committee.
           A majority of the Executive Committee shall constitute a quorum for the transaction of business,
               and all decisions shall be by majority vote of those present.
           The executive committee shall transact necessary business in the intervals between organization
               meetings and such other business as may be referred to by the organization.
           The Executive committee shall approve the plans of work of the standing committees.
           The executive committee shall present a report at the regular meetings of the organization.
           The executive committee shall appoint an auditing committee at least two weeks before the last
               annual meeting to audit the treasurer’s accounts. he executive committee shall prepare an submit
               to the organization for approval a budget for the fiscal year
           The executive committee shall approve routine bills within the limits of the budget.
           The executive committee can spend money or put into action any plan with seven Executive
               Board members present to vote; otherwise the proposal will have to be approved by a vote of the
               general membership at the next regular meeting.
           Regular meetings of the executive committee shall be held the 1st Thursday of each month at
               Cushing Elementary, at 5:30 p.m. unless otherwise designated by the majority. A majority shall
               constitute a quorum. Special meetings of the executive committee may be called by the
               president or by a majority of the members of the committee. Only members of the organization
               shall be eligible to serve in any elective or appointed position.



Cushing PTO By-Laws                                                                                   Page 11
Section 2
       Standing Committees
                  Such other committees shall be created by the executive committee as may be required to
                   promote the objects and interest of Cushing PTO. The chairpersons of the standing
                   committees shall be appointed. Their term in office shall be one year.
                  The chairperson of all committees shall present plans of work to the executive committee,
                   and no committee work shall be undertaken without the approval of the executive
                   committee.

Section 3
       Additional Committees
       The Board of Directors may from time to time designate and appoint additional standing or temporary
       committees by majority vote of the Board of Directors. Such committees shall have and exercise such
       prescribed authority as is designated by the Board of Directors. The Directors may authorize these
       committees to exercise any powers, responsibilities, and duties consistent with the Certificate of
       Formation and these bylaws.

                                              ARTICLE VIII
                                   Code of Ethics and Conflict of Interest

The Corporation/Association Directors, Officers and Members will comply with the Corporation/Association
Code of Ethics, attached as Exhibit A, and Conflict of Interest, attached as Exhibit A(part 2).

                                                ARTICLE IX
                                                 Meetings

Section 1
       Place of Board Meetings
       Regular and Special Meetings of the Board of Directors will be held at CISD or at any other place that
       the President may designate.

Section 2
       Regular and Special Meetings
       Regular meetings of the Board of Directors shall be held annually in person and monthly via email, -
       phone or in person, or more frequently as deemed necessary by the Board of Directors. Special
       Meetings may be called by the President or any three Directors. An orientation meeting will be held
       each year for the new members of the Board of Directors.

Section 3
       Notice of Board Meetings
       Notice of the date, time, and place of Regular Board Meetings shall be given to each board member by
       regular mail, telephone (including voice mail), facsimile, or e-mail no less than 10 days notice prior to
       the meeting. Notice of the date, time, and place of special meetings shall be given to each board
       member using the same methods, but with no less than 5 days notice prior to the meeting, with the
       exception of special meetings held to amend the Certificate of Formation or bylaws, for which a 10 day
       notice using the same methods shall be required specifying the proposed amendment.

Cushing PTO By-Laws                                                                                    Page 12
Section 4
       Waiver of Notice
       Attendance by a Director at any meeting of the Board of Directors for which the Director did not receive
       the required notice will constitute a waiver of notice of such meeting unless the Director objects at the
       beginning of the meeting to the transaction of business on the grounds that the meeting was not lawfully
       called or convened.
Section 5
       Quorum
       A majority of the incumbent Directors (not counting vacancies) shall constitute a quorum for the
       purposes of convening a meeting or conducting business. At Board meetings where a quorum is present,
       a majority vote of the Directors attending shall constitute an act of the Board unless a greater number is
       required by the Certificate of Formation or by any provision of these bylaws. At general meetings a
       quorum is constituted by 4 members if there are 20 or less members. Over 20 members a quorum will
       consist of 1/5 of membership.

Section 6
       Actions without a Meeting
       Any action required or permitted to be taken by the Board of Directors under the Texas Non-Profit
       Corporation/Association Act, the Certificate of Formation, and these bylaws may be taken without a
       meeting, if all Directors individually and collectively consent in writing, setting forth the action to be
       taken. Such written consent shall have the same force and effect as a unanimous vote of the Board.
                             Actions will include voting on special events, expenditures for events, and special
                              needs that arise in between regular scheduled meetings. These actions shall take
                              place in the form of email communications and in person communications. All
                              actions must be documented.

Section 7
       General Membership/Open Meetings
       The Membership shall meet at least once a year during the 1st Thursday of each month, at a time
       designated by the Board of Directors, for the purpose of transacting any business that the Board of
       Directors may submit to the members. General Membership Meetings shall take place at CISD. General
       meetings will also occur at open house in the months of December, March, and May.

Section 8
       Notice of General Membership Meetings
       Written notice of the General Membership Meeting shall be given not less than 5 calendar days nor
       more than 60 calendar days before the date that such a meeting is to be held. Notification will be sent via
       regular mail, telephone (including voice mail), facsimile, or e-mail, and shall state the place, day, and
       time of the meeting. The Board of Directors, in the alternative, may provide notice through other means
       such as by posting notice in a conspicuous place at the principal office of the Corporation/Association,
       newsletter, newspaper, church bulletins, or such additional means as the Board of Directors shall deem
       effective.
       The annual May meeting – receiving reports, electing officers, and conducting other business that should
       arise. Notification shall be one week prior to the meeting by flyer, email, phone, text, or other facsimile.




Cushing PTO By-Laws                                                                                       Page 13
Section 9
       Special Membership Meetings
       Special Membership Meetings may be called at any time by the President, by a majority of the Board of
       Directors, or on written request of 5 members.


Section 10
       Notice of Special Meetings
       Notice of Special Membership Meetings shall be given in the exact same manner as notice for the
       Annual Membership Meeting as provided for above, except that the notice shall contain the purpose for
       which the meeting is called.

Section 11
       Proxy Voting Prohibited
       Proxy voting is not permitted.

Section 12
       Order of Business
          Meeting shall follow Robert’s Rules of Order.
          Order of Business:
                        1) Call to order
                        2) Reading and approval of minutes
                        3) Statement of treasurer
                        4) Reading of Communications
                        5) Reports and their disposal
                               a. Executive Committee
                               b. Standing Committee
                               c. Special Committee
                        6) Unfinished Business
                        7) New Business
                        8) Announcements
                        9) Programs
                        10) Adjournment


                                              ARTICLE X
                                            Rules of Procedure

The proceedings and business of the Board of Directors shall be governed by Robert's Rules of Parliamentary
Procedure unless otherwise provided herein.




Cushing PTO By-Laws                                                                                 Page 14
                                                 ARTICLE XI
                                                  Operations

Section 1
       Execution of Documents
       Unless specifically authorized by the Board of Directors or as otherwise required by law, all final
       contracts, deeds, conveyances, leases, promissory notes, or legal written instruments executed in the
       name of and on behalf of the Corporation/Association shall be signed and executed by the President and
       Vice President (or such other person designated by the Board of Directors), pursuant to the general
       authorization of the Board. All conveyances of land by deed shall be signed by the President or two
       other members of Executive Committee and must be approved by a resolution of the Board of Directors.

Section 2
       Disbursement of Funds
       Financial Transactions shall require majority approval of the Board of Directors or Executive
       Committee if a majority of the Board of Directors is not immediately available to vote on the
       transaction.    In all other transactions, the President may dispense with the funds of the
       Corporation/Association in accordance with the annual budget approved by the Board of Directors and
       the purposes of the Corporation/Association as set out in the Certificate of Formation and these bylaws.
       Notwithstanding the above, all checks disbursing funds from any of the Corporation/Associations
       accounts shall require the signatures of at least two of the following: the President, Vice President, or
       Treasurer.

Section 3
       Finances
       The President, Vice President and Treasurer’s signatures shall be on file with the bank for signature on
       checks issued by the Cushing PTO. Two signatures shall be required on ALL checks. No officer shall
       approve or countersign a check that has been issued to him or herself. All monies shall be deposited in
       the bank and not in the school or a personal safe. The expenses of the Cushing PTO shall be borne by
       revenues from fundraising, donated items and membership dues.

Section 4
       Audit
       Financial records shall be submitted for audit no later than 30th of May of each year. An audit shall be
       completed by July of the same year. Transfer of financial records to the new treasurer shall take place
       after the audit has been completed and accepted by the incoming officers and other members of the
       Board of Directors. The audit of records shall be the responsibility of the President of the Cushing PTO.
       The audit group shall consist of three voting members (no spouses), which shall be appointed at the last
       general meeting of the year.
Section 5
       Procurement Policy
       The Corporation/Association shall abide by its procurement policy, set forth in Exhibit B.

Section 6
       Records
       The Corporation/Association will keep correct and complete records of account and will also keep
       minutes of the proceedings of the Board meetings, General meetings and Committees. The
Cushing PTO By-Laws                                                                                     Page 15
       Corporation/Association will keep at its principal place of business the original or a copy of its bylaws,
       including amendments to date certified by the Secretary of the Corporation/Association and a
       membership roster giving the names and addresses of members.

Section 7
       Inspection of Books and Records
       All books and records of this Corporation/Association may be inspected by any Director, PTO member
       or CISD official for any purpose at any reasonable time on written demand.

Section 8
       Loans to Management
       The Corporation/Association will make no loans to any of its Directors, Officers, or members.

Section 9
       Amendments
       The Bylaws of the Cushing PTO may be amended by a two-thirds vote of members present at any
       regular general meeting. Amendments shall be presented in writing to all members present at least one
       meeting in advance of the meeting at which the amendment(s) will be voted on, and shall be presented
       in writing to all members again prior to the vote.

       Members desiring to amend the bylaws shall submit proposed amendments in writing to the President
       who shall present them as provided above.

       A Bylaws Review Committee shall be appointed by the President at least every two years (in odd-
       numbered years). The committee shall review the Bylaws and recommend amendments, if necessary.
       The date of the review shall be recorded in the minutes of the meeting of the Board of Directors
       subsequently called and reported to the general membership at the next general or special general
       meeting.

Section 10
       Fiscal Year
       The fiscal year for the Corporation/Association will be August 1st through July 31st .


                                                ARTICLE XII
                                                 Fundraising
Section 1
       All fundraising campaigns shall be cleared through the Superintendent’s office.

Section 2
       All fundraising campaigns shall be approved by majority vote in a regular meeting.

                                                ARTICLE XIII
                                           Parliamentary Authority
Section 1
       The rules contained in Robert’s Rules of Order Revised shall govern this organization in all cases to
which they are applicable.
Cushing PTO By-Laws                                                                                     Page 16
                                                  Article XIV
                                            Articles of Organization

Section 1
       The bylaws of this organization shall be deemed to be part of its articles of organization.

                                                   Article XV
                                                   Dissolution

Upon the dissolution of the Corporation/Association, its assets shall be distributed to CISD, or for one or more
exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding
section of any future Federal Tax Code, or shall be distributed to CISD. Any such assets not so disposed of
shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the
Corporation is then located, exclusively for such purposes or to such organization or organizations, as such
Court shall determine, which are organized and operated exclusively for such purposes.



                                               CERTIFICATION

I hereby certify that these bylaws were adopted by the Board of Directors of the Cushing PTO at its meeting
held on December 3rd, 2009.


                                             ___________________________________
                                             Secretary




Cushing PTO By-Laws                                                                                      Page 17

								
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