Stone Bridge High School
Parent Teacher Student Organization (PTSO)
BYLAWS OF THE
ARTICLE I: NAME
The name of the organization is the Stone Bridge High School
Parent Teacher Student Organization (PTSO), (hereinafter referred to as the Organization or SBHS PTSO), a charitable, nonprofit corporation incorporated in the State of Virginia.
ARTICLE II: PRINCIPAL OFFICE
The principle office of the Organization is Stone Bridge High School, 43100 Hay , Ashburn, Virginia 20147.
ARTICLE III: PURPOSE
Section 3.1. The Organization is organized and will be operated exclusively for charitable and educational purposes within the meaning of 501(c)(3) of the Internal Revenue Code. (All references to sections in these Articles refer to the Internal Revenue Code of 1986 as amended or to be comparable sections of subsequent internal revenue laws.)
Section 3.2. The objectives of the Organization are:
- To provide support and service to the students, families, educators and community of Stone Bridge High School.
- To promote a spirit of caring, good citizenship and respect for others within the school and community.
- To bring into closer relation the home and the school, so that parents, teachers, and students may cooperate intelligently in the education of students.
- To provide financial support for programs and equipment to further the education of students and assist educators.
ARTICLE IV: MEMBERSHIP AND DUES
Section 4.1. The Organization shall have one class of members, each entitled to one (1) equal vote.
Section 4.2. Only members of this Organization shall be eligible to vote in the business meetings of this Organization or to serve in any of its elective or appointed positions.
Section 4.3. Any parent, guardian, teacher, student or administrator affiliated with SBHS shall be eligible for membership in this Organization upon payment of annual dues as specified in these bylaws. Members who are SBHS students shall not be required to pay membership dues.
Section 4.4. Each member of this Organization shall pay annual dues to the Organization as established by the Board of Directors.
Section 4.5. Status as a member terminates at the end of the PTSO fiscal year. Any member may resign by filing a written resignation with the Executive Board. No dues shall be refunded.
Section 4.6. The PTSO fiscal year shall be July 1 through June 30.
ARTICLE V. MEETINGS OF MEMBERS
Section 5.1. The Organization shall hold an Annual Meeting of the membership in May at SBHS for the purpose of electing officers and receiving end of year reports from officers and committees.
Section 5.1. The Organization shall hold a Semi-Annual Meeting of the membership in September. At this meeting the Bylaws shall be adopted by the Board and a majority of members present and signed by the members of the Board.
Section 5.2. All audit reports shall be presented to the membership for adoption at the Semi-Annual Meeting or first General Membership meeting held after the completion of the report.
Section 5.3. The Board shall present a budget to the General Membership for approval at the Semi-Annual Meeting or no later than September 30 of each year.
Section 5.4. General membership meetings shall be held at Stone Bridge High School at a regular meeting time as designated by the Board of Directors.
Section 5.5. A special meeting of the membership may be called by the President or by a majority of the Executive Board and shall be held at SBHS or a well established alternate location.
Section 5.6. The members of the monthly and annual meetings will be notified via one or more of the following tools; the monthly SBHS newsletter, the SBHS PTSO Facebook page, the SBHS PTSO website, email or Peachjar Flyer.
Notice of any special meeting shall state the purpose of which the special meeting is being called and members will be notified of the meeting at least seven (7) days prior to the meeting.
Notice of any meeting to act on an amendment of the Articles of Incorporation or to act on dissolution of the Organization shall be sent to the members at least 25 days in advance of the meeting. The notice shall state that the purpose of the meeting is to consider the proposed amendment or dissolution.
Section 5.7. Meetings of the membership shall be presided over by the President or, if the President is not present, the First Vice President or such person as may be designated by the presiding officer.
Section 5.8. Quorum: A majority of the Executive Board must be present to constitute a quorum for the transaction of business at any monthly meeting, annual meeting or special meeting of this Organization.
Section 5.9. All matters shall be determined by the vote of a majority of the members present and voting on such matters, except as otherwise prescribed by law, the Articles of Incorporation, or these Bylaws. A two-thirds (2/3) majority vote shall be required to approve an amendment of the Articles of Incorporation or dissolution of the Corporation, to approve an amendment to these Bylaws, or to remove a Director. Voting by proxy shall not be permitted. Voice vote or show of hands may accomplish election of officers and voting on other issues.
ARTICLE VI. BOARD OF DIRECTORS
Section 6.1. The Board of Directors shall manage the business and affairs of the Organization. All corporate powers shall be exercised by or under the authority of the Board of Directors.
The duties of the Board shall be to
- Transact business between meetings in preparation for the general meeting
- Create standing rules and policies
- Create standing and temporary committees
- Prepare and submit a budget to the membership
- Approve routine bills
- Prepare reports and recommendations to the membership
- Select a professional auditor or an auditing committee to audit the treasurer's accounts, (as outlined in section 7
- Prepare and submit to the Organization for adoption a budget for the year.
Section 6.2. A Director must be a member of the SBHS PTSO. The Board of Directors shall consist of five (5) Elected Officers. The Executive Board shall consist of The Board of Directors and three Appointed Members:
- First Vice President,
- Second Vice President/Membership,
- Third Vice President/Hospitality
- SBHS Principal,
- SBHS Faculty Member
- SBHS Student Government Representative.
Section 6.3. The members at each Annual Meeting (in May) shall elect Elected Officers. The newly Elected Officers shall be seated at the next scheduled SBHS PTSO meeting, in June, for a one‐year term. No elected officer may serve more than 2 consecutive terms in the same position unless a special exemption is made by the board.
Section 6.4. All members of the Board of Directors must read and sign the Conflict of Interest Policy yearly at or before the first board meeting of their term. Officers may not vote until they sign the policy. If at signing an officer disclosed a possible conflict the officer may not vote until the possible conflict is processed.
Section 6.5. A Board Member can be removed from their position by a two-thirds vote by the Board of Directors and general membership at any monthly meeting or at a special meeting called with proper notice. A Board member convicted of a felony while in office is automatically removed from their position and not eligible for re‐election.
Section 6.6. Vacancies occurring during the fiscal year shall be filled for the unexpired term of by a person elected by a majority vote of the Board of Directors.
Section 6.7. Appointed Members of the Board shall be nominated by each of the respective groups (Administration, Faculty, Student Government). Appointments shall be for one-year term coinciding with the PTSO year.
Section 6.8. All officers, except the Treasurer, shall assume their official duties on July 1. The Treasurer shall assume his/her official duties upon the completion of the auditing process. Officers shall serve for a term of one (1) fiscal year, ending June 30.
Section 6.9. The Board of Directors shall meet at whatever time and place the Board may choose.
Section 6.10. A majority of the elected officers shall constitute a quorum for the transaction of business. Each Director shall have one vote. Proxy voting shall not be permitted, except by electronic mail. The “Reply to All” function must be used and all Board members must respond. All voting by electronic mail must have responses from all Board of Directors with an affirmative, negative or abstaining vote. If a vote does not have all responses from the Board of directors it shall be not be passed.
Section 6.11. A contract or other transaction between the Organization and one or more of its Directors, officers or family members, (hereinafter “Interested Party”), or between the Organization and any other entity, of which entity one or more directors, officers, or trustees are also Interested Parties, or in which entity an Interested Party has a financial interest – shall be voidable at the sole election of the Organization unless all of the following provisions are satisfied:
- The Organization entered into the transaction for its own benefit;
- The transaction was fair and reasonable as to the Organization, or was in furtherance of its exempt purposes at the time the Organization entered into the transaction;
- Prior to consummating the transaction, or any part, the Board of Directors authorized or approved the transaction, in good faith, by a vote of a majority of the Directors then in office, without counting the vote of the interested Director or Directors, and with knowledge of the material facts concerning the transaction and the Interested Parties’ interest in the transaction; and
- Prior to authorizing or approving the transaction, the Board of Directors, in good faith, determined after reasonable investigation and consideration, that either the Organization could not have obtained a more advantageous arrangement, with reasonable effort under the circumstances, and/or the transaction was in furtherance of the Organization’s tax-‐exempt purposes.
- Common or interested Directors may not be counted in determining the presence of a quorum at a meeting of the Board of Directors (or a committee thereof), which authorizes, approves, or ratifies such contract or transaction. Notwithstanding the above, no loan shall be made by the Organization to any of its directors or officers.
Section 6.12. Compensation: No salary or compensation shall be paid to any member of the Board of Directors in his capacity as a Director of the Organization, but nothing herein shall be construed to preclude any Director from serving the Organization, upon request, in any other capacity and receiving reasonable compensation. Moreover, the Board member may receive reasonable reimbursement for travel and other approved expenses upon request and written documentation.
ARTICLE VII. ELECTED OFFICERS
Section 7.1. The Elected Officers of the Corporation shall consist of:
- First Vice President/Programs
- Second Vice President/Membership
- Third Vice President/Hospitality
Each of whom shall be elected at the Annual Meeting.
Section 7.2. The standing, non‐elected officers of this Organization shall be the principal of SBHS, one (1) SBHS teacher and one (1) SBHS Student Government Representative.
Section 7.3. Officers shall assume their official duties on July 1st. The treasurer shall assume his/her official duties upon completion of the audit. Officers shall serve for a term of one (1) year or until their successors are elected, whichever occurs first.
Section 7.4. All officers must be members of the SBHS PTSO. No member shall hold more than one office at a time.
Section 7.5. All officers must read and sign the Conflict of Interest policy yearly at or before the first board meeting of their term. Officers may not vote until they sign the policy. If at signing an officer disclosed a possible conflict the officer may not vote until the possible conflict is processed.
ARTICLE VIII. DUTIES OF OFFICERS
Section 8.1. The President shall preside over all meetings of the Board of Directors, shall preside over all meetings of the membership, shall perform such other duties as the Board by resolution may designate, and shall be a member ex-officio of all committees. The President shall see that all orders and resolutions of the Board are carried into effect. Attend all Board of Director and general assembly meetings.
Section 8.2. The First Vice President shall act as an aide to the President, coordinate programs and administer activities of the Organization. In the absence of the President, the First Vice President shall perform the duties and exercise the powers of the President and shall perform such other duties as the Board or President may designate. Attend all Board of Director and general assembly meetings.
Section 8.3. The Second Vice President shall oversee the membership affairs of the Organization. This includes, but is not limited to, overseeing membership recruitment of SBHS parents and staff, publicity and compilation of membership database. In the absence of the President and the First Vice President, shall perform the duties and exercise the powers of the President, and shall perform such other duties as the Board or President may designate. Attend all Board of Director and general assembly meetings.
Section 8.4. The Secretary shall document and keep a record of all meetings and proceedings of the Organization and distribute them to the Board of Directors on the Friday following the meeting for review. Corrected minutes will be posted on the website with corrections one week from the meeting. The minutes will be approved at the following meeting. The Secretary will be responsible for posting the minutes on the PTSO website. In addition the Secretary shall have a current copy of the Bylaws and Roberts Rules of Order Newly Revised. The Secretary will perform other delegated duties as assigned and attend all Board of Director and general assembly meetings.
Section 8.5. The Treasurer shall
- Cause all moneys of the Organization to be deposited in Federally insured accounts for the Organization and disbursed as directed by resolution
- Keep proper books of account and prepare monthly financial statements and present a report at all schedule meetings of the Board of Directors and of the membership.
- Prepare and present an Annual Budget to the Board, to be presented to the members at the Semi-Annual membership meeting in the fall, (or no later than September 30).
- Have the accounts reviewed at the end of each PTSO Year as outlined in Section 10.7
- The Treasurer shall represent the Organization in all matters related in any way to the Organization’s application for exemption from income taxation, including any annual reporting and return filings with the Internal Revenue Service or the State of Virginia.
ARTICLE IX. COMMITTEES
Section 9.1. The Board of Directors may appoint such committees it deems advisable and with such limited authority as the Board shall from time to time determine. The President shall appoint committee chairs. The Board shall have the authority at any time to fill vacancies in, change the membership of, or discharge any committee.
Section 9.2. Only members of this Organization shall be eligible to serve in committee positions.
Section 9.3. The term of each chairperson shall be one (1) fiscal year or until the selection of a successor, whichever occurs first.
Section 9.4. All committee work shall be overseen by a member of the Board of Directors.
Section 9.5. Committee chairpersons shall turn over all records and plans of work to their successor or to the President when their committee work ceases or at the end of their term.
ARTICLE X. GENERAL PROVISIONS
Section 10.1. The Board of Directors shall select banks, trust companies, or other depositories in which all funds of the Organization not otherwise employed shall, from time to time, be deposited to the credit of the Organization.
Section 10.2. All checks or demands for money and notes of the Organization shall be signed by such officer or officers or such other persons as the Board of Directors may from time to time designate. Two authorized signatures shall be required on each check over the amount of $250. Authorized signers shall be the president, treasurer and 1st and 2nd vice presidents.
Section 10.3. The Board of Directors shall have the power to fix, and from time to time to change, the fiscal year of the Organization. Unless otherwise fixed by the Board, the fiscal year shall be July 1 through June 30.
Section 10.4. The President and Treasurer will have the authority to sign all contracts together unless the Board of Directors authorizes any other officer or officers, agent or agents of the Organization, in replacement or addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of any on behalf of the Organization. Such authority may be general or confined to specific instances. A knowledgeable attorney should review all contracts.
Section 10.5. The Board of Directors may establish on behalf of the Organization any endowments for the general purposes or for any special purpose of the Organization.
Section 10.6. The Organization may accept any designated contribution, grant, and bequest or devise consistent with its general tax-exempt purposes, as set forth in the Articles of Incorporation. As so limited, donor designated contributions will be accepted for special funds, purposes or uses, and such designations generally will be honored. However, the Organization shall reserve all right, title and interest in and to and control of such contributions, as well as full discretion as to the ultimate expenditure or distribution thereof in connection with any funds (including designated contributions) to assure that such funds will be used to carry out the Organization’s tax exempt purposes.
Section 10.7. The financial records of the PTSO shall be audited no less frequently than once per year. The Board, prior to the end of the fiscal year, shall select an auditing committee or a professional auditor. An auditing committee shall consist of no fewer than two members and no one with signature authority shall sit on the auditing committee. All audit reports shall be presented to the membership for adoption at the first General Membership meeting held after the completion of the report.
Section 10.8. The Board shall present a budget to the General Membership for approval at the Semi-Annual Meeting or no later than September 30 of each year.
Section 10.9. The Bylaws shall be adopted at the Semi-Annual Meeting of the Board of Directors and general membership by a majority of the Board and membership present and approved at the next membership meeting by a majority of members present.
Section 10.10. Bylaws may be amended at any regular or special meeting of the Board and members, providing that previous notice was given at the prior meeting in writing and then sent to all members of the organization by the recording secretary. Notice may be given by postal mail, email or fax. Amendments will be approved by two-thirds of those present and voting Board members and must also be adopted by the majority of the members present and voting at any duly called meeting.
Section 10.11. The Organization shall be operated in accordance with these Bylaws and the Articles of Incorporation. Meetings shall be conducted in accordance with Robert’s Rules of Order.
ARTICLE XI. INDEMNIFICATION
Section 11.1. The Organization shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Organization) by reason of the fact that he or she is or was a Director, officer, employee or agent of the Organization, or is or was serving at the request of the Organization as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Organization, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
Section 11.2. The termination of any action, suit or proceeding by judgment, order, or settlement shall not create a presumption that the person did not meet that standard of conduct. The termination of any action, suit or proceeding by conviction, or upon a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment shall create a presumption that the person did not meet that standard of conduct. Any indemnification under this section (unless ordered by a court) shall be made by the Organization only as authorized in the specific case upon a determination that indemnification of the Director, officer, employee or agent has met the applicable standard of conduct set forth in this paragraph. Such determination shall be made:
- By the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to the action, suit or proceeding; or
- By independent legal counsel in a written opinion if a quorum of Directors who were not parties to the action, suit, or proceeding is not obtainable, or, even if such a quorum is obtainable, a majority vote so directs.
- The Organization shall indemnify a Director or Officer who entirely prevails in the defense of any proceeding to which he or she was a party because he or she is or was a Director or Officer of the Organization against reasonable expenses incurred by him or her in connection with the proceeding.
ARTICLE XII. INSURANCE
The Organization shall have the authority to purchase and maintain insurance to protect the Organization, the Board of Directors, and the officers, employees and agents of the Organization from liability consistent with these bylaws and such other insurance as the Board of Directors deems reasonably necessary to protect the organization.
ARTICLE XIII: DISSOLUTION.
The Organization may be dissolved with previous notice (at least 25 days) and a two-‐thirds vote of those present at both a members and Board of Directors meeting. Upon the dissolution of the Organization, any remaining funds should be used to pay any outstanding bills and, with the membership’s approval, spent for the benefit of the school.
Officer Signature Page
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1st Vice President/Programs:
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2nd Vice President/Membership:
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3rd Vice President/Hospitality:
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