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    05/02/11 Proposed Bylaw Revisions:
     

    PROJECT GRADUATION ACTION ITEMS

     

    POTOMAC FALLS
    PARENT TEACHER STUDENT ORGANIZATION
    BYLAWS – PROPOSED REVISION - JANUARY 2019

    ART1CLE I. Name

    The name of the Corporation shall be the Potomac Falls Parent Teacher Student Organization. The official abbreviation shall be PF-PTSO. The principle office of the Corporation is located at Potomac Falls High School, 46400 Algonkian Parkway, Potomac Falls Virginia 20165.

    ART1CLE II. Purposes

    1. Nonprofit Purpose. The Corporation is organized and will be operated exclusively for charitable and educational purposes for the benefit of Potomac Falls High School students' education, within the meaning of 501(c)(3) of the 1nternal Revenue Code, or the corresponding section of any future federal tax code. 1n pursuance of these purposes it shall have the powers to carry on any business or other activity which may be lawfully conducted by a corporation organized under the Virginia Non-stock Corporations Act, whether or not related to the foregoing purposes, and to do all things necessary, proper and consistent with maintaining tax-exempt status under section 501(c)(3).
    2. Specific Purpose. The Corporation is organized to further enrich the education of the students at Potomac Falls High School by supporting academic, athletic, fine arts, recreation, social, and other activities at the school, and by fostering relationships between the school, parents, teachers, and the community.

    ART1CLE III. Membership

    1. Membership. The Corporation shall have one class of members, each membership entitled to one vote.
    2. Membership Qualifications. A family or an individual who is or becomes a part of one of the following constituent groups during the PTSO year shall be eligible to apply for membership in the Potomac Falls PTSO:
      1. Family membership may include any current or alumni parent, guardian, or other adult standing in loco parentis for a student at PFHS,
      2. Teachers and staff members of PFHS, and
      3. Students of PFHS.
    3. Dues. The Board of Directors shall establish dues for membership as provided under the Standing Rules of the PTSO. A member must have paid his or her dues before a meeting to be considered a member in good standing with voting rights.
    4. Term of Membership. The PTSO 12-month fiscal year begins July 1 and continues through June 30 in the following calendar year. Memberships received during the fiscal year ending June 30 shall expire the following September 30th or at such time that an individual ceases to be a part of one of the constituent membership groups. Any parent of a rising 8th grade or transfer student may join after April 1st, with membership dues being good through the following school year. Any member may resign by filing a written resignation with the Board of Directors. No dues shall be refunded.


    ART1CLE IV. Officers

    1. Elected Officers. The 5 Elected Officers of the PTSO shall be: President, First Vice President- Communication/Membership, Second Vice President- Resources, Treasurer, and Secretary. Each elected officer shall serve concurrently as a member of the Board of Directors.
    2. Qualifications. An Elected Officer must be a member in good standing of the PTSO. No person shall hold more than one office at the same time.
    3. Duties of Officers
      1. President. The President shall preside over all meetings of the Board of Directors and all meetings of the membership, shall perform such other duties as the Board may designate, serve as an ex-officio member of all committees except the nominating committee, and coordinate the work of all the officers, directors, and committees in order that the purpose of the organization be served. The President shall see that all orders and resolutions of the Board are carried into effect. 1n the absence of the President, the President shall appoint the First Vice President to perform the duties and exercise the powers of the President.
      2. First Vice President. The First Vice President shall oversee the communication and membership affairs of the PTSO, publish PTSO announcements, notices of meetings to the membership, news items, etc. in either the local media, monthly school newsletter, electronic mail, and/or school website, keep the membership book containing the name and address of all current members, provide a copy of membership list to Secretary and any other director as needed, and shall perform such other duties as the Board or President may designate. 1n the absence of the President, the First Vice President shall perform the duties and exercise the powers of the President as appointed.
      3. Second Vice President. The Second Vice President shall coordinate volunteer services on behalf of the PTSO and within the school, oversee fundraising activities, and shall perform such other duties as the Board or President may designate.
      4. Treasurer. The Treasurer shall receive all funds of the PTSO, cause all moneys to be deposited in Federally insured accounts for the PTSO, keep an accurate record of receipts and expenditures, and pay out funds in accordance with the approval of the Board of Directors. The Treasurer shall prepare monthly financial statements and present reports at all scheduled general meetings of the membership. The Treasurer shall also prepare and present an Annual Budget to the Board, to be presented to the members at a general meeting at the beginning of the school year. The Treasurer shall represent the PTSO in all matters related in any way to the PTSO application for exemption from federal income taxation, including any annual reporting and return filings with the 1nternal Revenue Service or the State of Virginia.
      5. Secretary. The Secretary shall take and record minutes of all meetings of the PTSO, keep all records from the current PTSO year of the Corporation, compile all minutes, resolutions and treasurer reports in the PTSO Book of Resolutions, including a copy of bylaws, standing rules, membership list, and shall bring such records to all meetings. These records shall be available at any reasonable time to be reviewed by any and all members of the PTSO, upon written demand with 5 days notice to the Secretary for a purpose reasonably related to such person's interests as a member, per VA Code Section 13.1-933. The above-mentioned records from the prior 3 years shall be kept at the principle office of the corporation.
    4. Nominations and Election of Officers.
      1. Nominating Committee. The Board of Directors shall give at least 10 days notice to members of the formation of this committee. The nomination committee shall be composed of an uneven number of members, no less than 3, appointed by the Board of Directors no later than the general meeting in March. No member who is a candidate for office shall serve on this committee. The committee will choose a chairperson who will preside over the nominations and elections. The committee shall identify and qualify nominations for candidate(s) for each office. Candidates are eligible for office if they are members in good standing before the nominating committee presents its slate, and may not be a faculty, staff or student of PFHS or hold a management position with the school district. The list of nominations for office shall be presented at the general meeting in April. 1n addition, the nominations shall be published in either the local media, school newsletter, electronic mail, and/or school website 10 days in advance of elections.
      2. Elections. Elections shall be held at the regularly scheduled general meeting in May. At this meeting, additional nominations may be made from the floor. Voting shall be by voice vote if a slate is presented. 1f more than one person is running for an office, a ballot vote shall be taken.
      3. Term of Office. The newly elected officers shall take office for a one-year term coinciding with the PTSO Year, beginning July 1. Officers shall serve no more than3 consecutive terms in the same office.
      4. Resignation, Removal & Vacancies. A director or officer may resign upon giving written notice to the President of the PTSO. Any elected officer may be removed from office by a vote of two-thirds of the members at a regular meeting where 10 days prior notice has been given. 1n the case of a vacancy among elected officers for any reason, the position will be filled by a majority vote of the members at the next regular meeting with 10 days notice of vacancy. This notice shall also state the names of all those who are nominees for election to the board's vacancy. 1f the position remains open after the next general meeting, the Board may appoint a member who subsequently steps forward.

    ART1CLE V. Board of Directors

    1. Composition. The Board of Directors shall consist of 5 Elected Officers and 3 Appointed Members, as follows.
      1. Elected Officers:
        • President 
        • First Vice President- Communication/Membership 
        • Second Vice President-- Resources
        • Treasurer
        • Secretary
      2. Appointed Members:
        • PFHS Administrator
        • PFHS Faculty Member
        • PFHS Student Government Representative
    2. Qualifications. A Director must be a member in good standing of the PTSO. No person shall hold more than one office at the same time.
    3. General Powers. The affairs of this Corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors, subject to the provisions of the laws of this state and any limitations in the Articles of 1ncorporation and these Bylaws relating to action required or permitted to be taken or approved by the members of this Corporation.
    4. Appointments. Appointed Members of the Board shall be nominated by each of the respective constituent groups: Administration, Faculty, and Student Government. Appointments shall be for one-year terms coinciding with the PTSO Year. Names of appointees shall be forwarded to the Board of Directors prior to the first general meeting each year. Each group shall administer its own appointment process, and shall immediately appoint a replacement to fill any vacated position.
    5. Meetings of the Board. The Board of Directors shall meet monthly on a fixed day of the month at the time and place the Board may choose. Special meetings of the Board may be called by the President or by any two board members with 24 hours notice. The duties performed at the Board of Directors' meetings shall be to transact business in between monthly general membership meetings, prepare the agenda for the next general meeting, create standing rules and policies, create standing and temporary committees, prepare and submit a budget to membership at the beginning of school year, approve routine bills, and prepare reports and recommendations to the membership.
    6. Quorum and Voting. Each Director shall have one vote. At meetings of the Board, one-third of the directors of the board shall constitute a quorum for the transaction of business. Proxy voting shall not be permitted.
    7. Compensation. Directors shall not receive compensation for their services, but may, with approval of the Board of Directors, be allowed reimbursement for their expenses actually and reasonably incurred on behalf of the PTSO.

    ART1CLE VI. Meetings

    1. Place of Meetings. All meetings of the PTSO shall be held at PFHS or at such other place as may be determined by the Board of Directors.
    2. Regular Meetings. Regular meetings of members shall be held monthly on a fixed day of the month as determined by the Board of Directors with at least 30 days notice prior to the first regular membership meeting of the school year. 1f the day fixed for a regular meeting falls on a legal or school holiday, such meeting shall be held at the same hour and place on the next business day. Notice of regular meetings shall be published by the Secretary in either the monthly school newsletter, electronic mail, and/or the school website.
    3. Annual Meeting. The annual meeting of members shall be held at the regularly scheduled meeting in May for the purpose of electing officers/directors and transacting other business as may come before the members.
    4. Special Meetings. Special meetings may be called by the President of the PTSO, by any two members of the Board of Directors, or by five members submitting a written request to the Secretary. Notice of the special meeting and a statement of the purpose of the meeting shall be sent to the members at least 10 days prior to the meeting by either local media, electronic mail, and/or the school website.
    5. Presiding Officer. Meetings of the membership shall be presided over by the President or, if the President is not present, by the First Vice President; if the 2 officers not present, then the Second Vice President shall preside. The Secretary of the meetings shall be the Secretary of the PTSO, or such person as may be designated by the presiding officer.
    6. Voting. Each membership is entitled to one vote. A member must have paid his or her dues before a meeting to be considered a member in good standing with voting rights. At all meetings, one-third of the directors of the board and two thirds (2/3) majority of the general membership present at any PTSO meeting shall constitute a quorum for the transaction of business. All routine matters shall be determined by voice vote or show of hands of a majority of the members present. A two-thirds majority vote of those present shall be required to adopt a budget, approve an amendment to the Articles of 1ncorporation or to these Bylaws, to remove a director, officer or member of the Corporation, or for dissolution of the Corporation. Voting for the election of officers shall be accomplished by voice vote if a slate is presented; if more than one person is running for an office, a written ballot vote shall be taken. Voice vote or a show of hands shall accomplish voting on other issues. Voting by proxy shall not be permitted.


    ART1CLE VII. Committees

    The Board of Directors may appoint committees it deems necessary to carry out the work of the organization. Committees may consist of members, board officers, and directors, with the President acting as an ex-officio member of all committees except the nominating committee. Each committee will choose a chairperson, shall report back to the Board of Directors and membership, and obtain consent before carrying out plans.

    On a yearly basis, the PTSO will establish an ad hoc committee titled “Project Graduation”.

    The following mission statement for Project Graduation is as follows:
    “Project Graduation’s mission statement is to provide a safe, all night, post-graduation celebration within the confines of a controlled and celebratory environment”

    The PTSO will establish a baseline of funds to roll-over each year as a starting point for the next graduating class.

    Project Graduation’s financial activity will be incorporated in the PTSO treasurer report but a separate bank account will be established. Except for the initial baseline of funds, there will be no comingling of funds.

    The Project Graduation Budget will be submitted to the PTSO Treasurer for inclusion in the overall PTSO budget by November 1st of each year and presented at the first General meeting in November.

    ART1CLE VIII. Parliamentary Authority

    Meetings of the PTSO shall be governed by the rules contained in the current edition of "Robert's Rules of Order, Newly Revised" in all cases in which they are applicable and when they are not in conflict with the PTSO Articles of 1ncorporation, these Bylaws or with provisions of law. 1t shall be the responsibility of the President of the PTSO to appoint a parliamentarian.

    ART1CLE IX. Finances

    The PTSO fiscal year shall be July 1 to June 30.

    A budget shall be drafted in the fall for each school year and approved by a majority vote of the members present. The board shall approve all routine expenses of the organization.

    Two authorized signatures shall be required on each check. Authorized signers shall be the Treasurer and any other Board member. Expenditures under $200.00 may be made with the approval of two Board Officers.

    Expenditures over $200 and all fund requests submitted to the PTSO by the first of the month shall be reviewed by the Board and presented at the next general membership meeting for discussion and vote of approval.

    Expenditures over $5,000 which have not been previously approved as part of the budget will need to be fully publicized to members with at least 10 days notice in either the school newsletter, electronic mail, and/or school website before the regular scheduled meeting at which a discussion and vote will be held.

    The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or director of the corporation 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. Unless so authorized, no officer, director, or member shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

    The Treasurer shall prepare a financial Annual Report at the end of the fiscal year to be reviewed by the Audit Committee.

    The Board of Directors shall appoint an Audit Committee of at least 2 persons to review the PTSO accounts at the end of each fiscal year or upon the change of treasurer, and who shall submit a signed audit report to the PTSO verifying that the Treasurer's Annual Report is correct.

    Article X. Continuity of 1ncorporation and Non-profit Status

    1. Incorporation Requirements. The Commonwealth of Virginia State Corporation Commission (SCC) should mail every March an Annual Assessment Packet containing a preprinted annual report form and a notice of the annual registration fee assessment to the current registered agent (the PTSO President). The exiting President is responsible for filing the Potomac Falls Parent Teacher Student Organization Annual Report and submitting the registration fee to the SCC. These items are due to the Commonwealth of Virginia SCC by June 1st of each year. A copy of the most recent PTSO Annual Report filed with the SCC shall be given to the Secretary to be kept with the corporation's records.
    2. PTSO Taxes. The exiting Treasurer is responsible for filling out and filing the 1RS form 990 . The IRS deadline to file such forms is November 15th but the Treasurer should present the completed forms and recommendations at the first general meeting of the year.
    3. Insurance. The PTSO Board of Directors shall purchase and maintain insurance to protect the PTSO, the Board of Directors, the officers and members of the PTSO from liability consistent with these Bylaws.
    4. Indemnification. The PTSO to the fullest extent permissible under the VA Code Section 13.1-876 shall indemnify the directors, officers and members of the PTSO.
    5. Limitations. No part of the net earnings of the PTSO shall inure to the benefit of, or be distributable to its members, officers, directors, or other private persons, partnership, estate, trust or corporation having a personal or private interest in the PTSO. The PTSO shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article 11 hereof. No substantial part of the activities of the PTSO shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the PTSO shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of the Articles of 1ncorporation or of these Bylaws adopted thereunder, the PTSO shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under section 501(c)(3) of the 1nternal Revenue Code, or the corresponding section of any future federal tax code.

    Article X1- Standing rules

    The Board of Directors shall create Standing Rules relating to the details of carrying out the business of the PTSO. The Standing Rules shall be adopted at a general meeting by majority vote. The Secretary shall keep a record of all Standing Rules for future reference.

    Article X11-Dissolution

    1. 1. Procedure
      1. The Board of Directors must first adopt a resolution recommending that this PTSO be dissolved and directing that the question of such dissolution be submitted to a vote at a special meeting of members having voting rights. Written or printed notice in local media, on the website and by email stating that the purpose of such meeting is to consider the advisability of dissolving this PTSO shall be given to each member entitled to vote at such meeting at least thirty (30) days prior to the date of such meeting. Such meetings shall be held only on a calendar school day during the current academic year.
      2. Only those persons who were members in good standing of the PTSO on the date of adoption of the Resolution of Dissolution and who continue to be members in good standing on the date of the special meeting shall be entitled to vote on the question of dissolution.
      3. Approval of dissolution of this PTSO shall require the affirmative vote of at least two-thirds (2/3) of the members present and entitled to vote at the special meeting, a quorum being present.
    2. Disposal of Assets Upon Dissolution

    Upon dissolution of the PTSO, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the PTSO dispose of all the assets of the PTSO exclusively for the purpose of the PTSO in such manner, or to such organization or organizations organized and operated exclusively for charitable or educational purposes which shall at the time qualify as an exempt organization or organizations under section 501 (c) (3) of the 1nternal Revenue Code of 1954 (or the corresponding provision of any future United States 1nternal Revenue Law), as the Board of Directors shall determine.


    Article X111- Bylaws

    1. Amendments. The Bylaws may be amended by a two thirds (2/3) majority of the general membership present at any PTSO meeting provided written notice of the meeting and a summary of the proposed changes have been publicized once in either local media, by electronic mail, and/or on the school website at least ten
      (10) days prior to the meeting. The amendments shall become effective upon adoption from that date forward.
    2. Provisions. If there is any conflict between the provisions of these Bylaws and the Standing Rules of this corporation, the provisions of these Bylaws shall govern.
      1f there is any conflict between the provisions of these Bylaws and the Articles of 1ncorporation of this corporation, the provisions of the Articles of 1ncorporation shall govern.
      Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.
      All references in these Bylaws to the Articles of 1ncorporation shall be to the Articles of 1ncorporation filed with the SCC office of this state and used to establish the legal existence of this corporation.
      All references in these Bylaws to a section or sections of the 1nternal Revenue Code shall be to such sections of the 1nternal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.
      All references in these Bylaws to state law refer to the Virginia Nonstock Corporation Act contained in Title 13.1-801 of the Virginia Code.