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Bylaws

Thurston P.T.O. By-Laws

(As Amended through April 2, 1996)

BYLAWS

of

Thurston P.T.O.

I

Corporation

  1. Name

The name of this
organization shall be Thurston Parent Teacher Organization (P.T.O.)

  1. Places of Business

The corporation
shall have its principal place of business in Ann Arbor, Michigan, and
may have such other places of business as the
Board of Directors
may from time to time determine.

  1. Purposes

The purposes of
the Thurston P.T.O. shall be:

    1. to identify needs particular to Thurston School and to provide
      financial support in meeting those needs when that is appropriate
    2. to assist in identifying and organizing parent volunteers to
      support school activities
    3. to serve as a forum for communication among parents, teachers, administrators,
      and the Ann Arbor Board of Education
    1. To receive and administer funds and to operate exclusively for religious,
      charitable, scientific, literary or educational purposes within the
      meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, or
      comparable provisions of subsequent legislation (the “Code”) and
      to give funds and property from time to time to other organizations
      to be used (or held for use) directly in carrying out one or more such
      purposes.
    2. To
      acquire, own, dispose of and deal with real and personal property and
      interests therein and to apply gifts, grants, bequests and devises
      and the proc
      eeds thereof in furtherance of the purposes of the
      corporation.
    3. To
      do such things and to perform such acts to accomplish its purposes as
      the Board of Directors may determine to be appropriate and as are not
      forbidden by Section 501(c)(3) of the Code, with
      all the power
      conferred on nonprofit corporations under the laws of the State of Michigan.
  1. Nonprofit Operations

The corporation
shall be operated exclusively for religious, charitable, scientific,
literary and educational purposes within the meaning of Se
ction
501(c)(3) of the Code as a nonprofit corporation. No director or member
of the corporation shall have any title to or interest in the corporate
property or earnings in his or her individual or private capacity and
no part of the net earnings of the corporation shall inure to the benefit
of any director., member, officer or any private shareholder or individual.
No substantial part of the activities of the corporation shall consist
of carrying on propaganda or otherwise attempting to influence legislation,
nor shall the corporation participate in or intervene in any political
campaign on behalf of (or in opposition to) any candidate for public
office.

II

Membership

  1. Membership
    1. All parents or guardians of children enrolled at Thurston School,
      and all tea
      chers and administrators serving at Thurston School,
      shall be considered to be members of the Thurston P.T.O.
    2. Every member in attendance at a General Meeting shall be eligible
      to vote. (The General Meeting is described in Article III.)
    3. At least one member shall represent the teachers at each meeting
      of the P.T.O.
    4. The Thurston P.T.O. Board shall recommend a voluntary dues contribution
      to be collected from the membership each year.
  2. Place of Meetings

Annual and special
meetings of the members shall be held at
such places as shall
be determined by the Board of Directors (or if the Board of Directors
has not acted, by the Chairperson) and stated in the notice of meeting.

  1. Membership Meetings
    1. A General Meeting of the members of the corporation shall be
      held at least once each year.
    2. Special meetings of the members of the corporation may be called by
      the Board of Directors, the Chairperson or the President and shall be
      called by the President or the Secretary at the written request of any
      25 members of the corporation
      . No business may be transacted
      at a special meeting except the business specified in the notice of
      the meeting.
    3. A simple majority of members attending shall constitute a sufficient
      quorum for the conduct of any business. [Voting procedures for
      the Genera
      l Meetings are described in Article I, Section 2].
    4. Except as otherwise provided by statute, written notice of
      the time, place and purposes of each General Meeting shall be published
      in advance in the Thurston Newsletter or provided to the members through
      a notice sent home.

III

Board of Directors

  1. Board of Directors

The business and
affairs of the corporation shall be managed by a Board of Directors
which is the governing body of the corporation. The Board of Directors
shall meet as often as necessary to co
nduct the business of the
corporation.

  1. Number and Section of Directors.
    1. The Board shall include ten parent members elected by the membership,
      the Principal of Thurston School, and one or two Teacher Representatives
      selected by the Thurston teaching staff.
    2. Board members shall be elected for two year terms. Each year,
      five members shall be elected to replace those members whose terms are
      expiring.
    3. A slate of candidates shall be proposed to replace those Board members
      whose terms are expiring. All members
      of the P.T.O. shall
      be given an opportunity to express interest in being nominated by returning
      a form to be provided.
    4. The slate of candidates proposed shall be published in the Thurston
      Newsletter at least two weeks prior to the election.
    5. Each candidate shall provide a statement, to be published in
      the Thurston Newsletter, explaining why he or she is interested servicing
      on the Board.
    6. Written ballots shall be prepared to be used in the election,
    7. The election shall be held at a Spring social activity of the
      P.T.O. during the school year. All members of the P.T.O. are eligible
      to vote.

  2. Removal.

Any director may
be removed from office with or without cause at any annual or special
meeting of the members by the affirmative vote of two-thirds of the
members o
f the corporation or by affirmative vote of two thirds
of the Directors then serving.

  1. Vacancies.

Vacancies occurring
in the Board of Directors by reason of death, resignation, removal or
other inability to serve shall be filled by the affirmative vote of

a majority of the remaining directors although less than a quorum of
the Board of Directors. A director elected by the Board of Directors
to refill a vacancy shall serve until the next annual election of the
membership. At such annual election, the members shall elect a person
to the Board of Directors who shall serve for the remaining portion
of the term.

  1. Annual Meeting.

The annual meeting
of the Board of Directors shall be held at such place, date and hour
as the Board of Directors may determine from tim
e to time. At
the annual meeting, the Board of Directors shall elect officers and
consider such other business as may properly be brought before the meeting.
If less than a quorum of the directors appear for such an annual meeting
of the Board of Directors, the holding of such annual meeting shall
not be required and matters which might have been taken up at the annual
meeting may be taken up at any later regular, special or annual meeting
or by consent resolution.

  1. Regular and Special Meetings.

Regular and
Special meetings Regular meetings of the Board of Directors may be held
at such times and places as the directors may from time to time determine
at a prior meeting or as shall be directed or approved by the
vote or written consent of all the directors. Special meetings of the
Board may be called by the Chairperson, the President or the Secretary
and shall be called by the President or the Secretary upon the written
request of any two (2) directors.

  1. Action without a meeting.

Any action required
or permitte
d at any meeting of the Board of Directors or a committee
thereof may be taken without a meeting, without prior notice and without
a vote, if all of the directors or committee members entitled to vote
thereon consent in writing. Said written consents shall be filed with
the minutes of the proceedings and shall have the same effect as a vote
for all purposes.

  1. Quorum and voting requirements.

A majority of
the directors then in office and a majority of any committee appointed
by the Board constitutes a quorum
for the transaction of business.
The vote of a majority of the directors or committee members present
at any meeting at which there is a quorum shall be the acts of the Board
or the committee, except as a larger vote may be required by the laws
of the State of Michigan, these bylaws or the Articles of Incorporation.
If two persons are sharing a director position, they shall have only
one vote. A member of the Board or of a committee may participate in
a meeting by conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear
one another. Participation in a meeting in this manner constitutes presence
in person at the meeting.

  1. Powers of the Board of Directors

The Board of Directors
shall have charg
e, control and management of the business, property,
personnel, affairs and funds of the corporation and shall have the power
and authority to do and perform all acts and functions permitted for
an organization described in Section 501(c)(3) of the Code not inconsistent
with these bylaws, the Articles of Incorporation or the laws of the
State of Michigan. In addition to and not in limitation of all powers,
express or implied, now and hereafter conferred upon boards or directors
or nonprofit corporation, and in addition to the powers mentioned in
and implied from Section 1.3, the Board of Directors shall have the
power to borrow or raise money for corporate purposes, to issue bonds,
notes or debentures, to secure such obligations by mortgage or other
lien upon any and all of the property of the corporation, whether at
the time owned or thereafter acquired, and to guarantee the debt of
any affiliated or subsidiary corporation or other entity, whenever the
same shall be in the best interest of the corporation and in furtherance
of its purposes.

  1. Compensation

Directors shall
receive no compensation for their services on the Board of Directors.
The preceding shall not, however, prevent the corporation from purchasing
insurance as provided in Section V, Article I nor
shall it prevent
the Board of Directors from providing reasonable compensation to a director
for services which are beyond the scope of his or her duties as director
or from reimbursing any director for expenses actually and necessarily
incurred in the performance of his or her duties as a director.

  1. Execution of Conveyances, Mortgages and Contracts.

The Board of Directors
may in any instance designate one or more officers, agents or employees
to execute any contract, conveyance, mortgage or other instrumen
t
on behalf of the corporation, and such authority may be general or confined
to specific transactions. The Board of Directors may also ratify any
execution. When the execution of any instrument has been authorized
without specifying the executing officers or agents, the Chairperson,
the president or any Vice President and the Secretary, and Assistant
Secretary the Treasurer or any Assistant Treasurer may execute such
instrument on behalf of the corporation.

IV

Officers

  1. Officers of the Board
    1. Officers. The officers of the Board
      shall include a President, Vice President, a Recording Secretary, a
      treasurer, and a Representative to the P.T.O. Council.
    2. Election and term of office. All officers
      shall be elected for a term of one (1) year (or until their successors
      have been elected) by the Board of Directors at its annual meeting.
      No person may execute, acknowledge or verify an instrument in more than
      one capacity if the instrument is required by law or by the Articles
      of Incorporation or these bylaws to be executed, acknowledged or verified
      by two (2) or more officers.
    3. Removal. Any officer may be removed
      with or without cause by the vote of a majority of the directors then
      in office at any regular or special meeting of the Board of Directors.
    4. Vacancies. In the event of the death,
      resignation, removal or other inability to serve of any officer, the
      Board of Directors shall elect a successor who shall serve until the
      expiration of the normal term of such officer or until his or her successor
      shall be elected.
    5. President of the Board. The President of the Board, who shall be
      a member of the Board of Directors, shall serve as Chairperson of the
      Board and shall be the chief executive officer of the corporation and
      shall preside at all meetings of the members and of the Board of Directors
      at which the President is president. The President shall see that
      all orders and resolutions of the Board of Directors are carried into
      effect, and shall have the general powers of supervision and management
      usually vested in the chief executive officer of a corporation. The
      President shall also have the general powers of supervision and management
      over the day-to-day operations of the corporation.
    6. Vice President. There shall be a Vice
      President who shall have such duties as determined from time to time
      by the Board of Directors or the President. The Vice President shall
      perform the duties of the president in the President’s absence.
    7. Secretary. The Secretary (or, in the
      Secretary’s absence or incapacity, an Assistant Secretary) shall send
      or cause to be sent all required notices of the meetings of the Board
      of Directors, shall receive and attend to all correspondence of the
      Board of Directors, shall have custody of all documents belonging to
      the corporation (except as otherwise provided in these bylaws) and of
      the corporate seal (if any), and shall perform such other duties as
      usually pertain to the office or as shall be determined from time to
      time by the Board of Directors.
    8. Treasurer. The Treasurer (or in the
      Treasurer’s absence or incapacity, and Assistant Treasurer) shall
      have charge of the funds of the corporation, except for such funds as
      the Board of Directors may designate; shall see that an accounting system
      is maintained which will give a true an accurate accounting of the financial
      transactions of the corporation; and shall render reports from time
      to time as request by the Board of Directors of his or her activities
      and the financial condition of the corporation. all funds received by
      the Treasurer shall immediately be deposited in a depository designed
      by the Board of Directors. The Board may require that the Treasure be
      bonded.

V

Indemnification

  1. Each person
    who is or was a director, member, officer or member of a committee of
    the corporation and each person who serves or has serve
    d at the
    request of the corporation as a director officer, partner, employee
    or agent of any other corporation, partnership, joint venture, trust
    or other enterprise shall be indemnified by the corporation to the fullest
    extent permitted by the corporation laws of the State of Michigan as
    they may be in effect from time to time. The corporation may purchase
    and maintain insurance on behalf of any such person against any liability
    asserted against and incurred by such person in any such capacity or
    arising out of his status as such, whether or not the corporation would
    have power to indemnify such person against such liability under the
    preceding sentence. the corporation may, to the extent authorized from
    time to time by the Board, grant rights to indemnification to any employee
    or agent of the corporation to the fullest extent provided under the
    laws of the State of Michigan as they may be in effect from time to
    time.

VI

Miscellaneous

  1. Committees.

The Board
of Director may establish such standing or special c
ommittees
from time to time as it shall deem appropriate and shall define the
powers and responsibilities of such committees. The Board of Directors
may establish one or more executive committees and determine the powers
and duties of such executive committee or committees within the limits
prescribed by law.

  1. Amendments.

These bylaws
may be amended at any meeting of the membership provided a notice setting
forth the amendment or a summary of the changes to be effected thereby
is given to each member entitle
d to vote thereon in the manner
and within the time provided in these bylaws for notice of the meeting.
These Bylaws may also be amended by a two-thirds vote of all directors
provided that 14 day written notice of the proposed amendment shall
have been given to all directors. No amendment inconsistent with the
Articles of Incorporation shall be effective prior to amendment of the
Articles of Incorporation.

VII

Contracts, Checks and Deposits

  1. Contracts.

The Board
of Directors may authorize any officer or offi
cers, agent or
agents of the corporation who are not specifically so authorized by
these Bylaws, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances; provided
that such authorization shall be confirmed by written resolution.

  1. Checks.

All checks,
drafts or orders for the payment of money, notes, or other evidences
of indebtedness issued in the name of the corporation, shall be sig
ned
by such officer or officers, agent or agents of the corporation and
in such manner as shall from time to time be determined by written resolution
of the Board of Directors.

  1. Deposits.

All funds
of the corporation shall be deposited from time to time to
the
credit of the corporation in such banks, trust companies or other depositories
as the Board of Directors may select.

  1. Contributions
    and Gifts.

The Board
of Directors may accept on behalf of the corporation any contribution,
gift, bequest or devise for t
he general purpose or for any special
purpose of the corporation.

VIII

Books and Records

  1. The corporation
    shall keep correct and complete books and records of account and shall
    also keep minutes of the proceedings of its Board of Directors and committees
    ha
    ving any of the authority of the Board of Directors, and shall
    keep at the registered or principal office a record giving the names
    and addresses of the Board of Directors. All books and records of the
    corporation may be inspected by any director, or his or agent or attorney
    for any proper purpose at any reasonable time.
  2. Parliamentary
    authority. The rules of parliamentary procedure in
    Roberts Rules of Order, Revised, shall govern the proceedings of the meetings of this corporation,
    subject to all other r
    ules contained in the Articles of Incorporation
    and Bylaws.

X

Severability

  1. Each of
    the Sections subsections and provisions hereof shall be deemed and considered
    separate and severable so that if any section subsection or provision
    is deemed or declared to
    be invalid or unenforceable, this shall
    have no effect on the validity or enforceability of any of the other
    sections, subsections or provisions.

Adopted and Approved:

As of ___________________________, 1997 ______________________

  1. Secretary


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