Organizational Bylaws

Adopted: July 1, 2017

Modified: Sept. 9, 2021

ARTICLE I: NAME, DESCRIPTION, & PURPOSE

Section 1: NAME – The name of the organization shall be Pleasant Knoll Middle School PTO. The organization may also be referred to and/or do business as PKMS PTO.

Section 2: DESCRIPTION – PKMS PTO is a non-profit organization that exists for charitable, educational, and scientific purposes, including the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code.

Section 3: PURPOSE – The purpose of the organization is to enhance and support the educational experience at Pleasant Knoll Middle School by fostering relationships amongst the school, parents, and teachers; encouraging parent involvement; and to improve the educational and cultural environment at Pleasant Knoll Middle School through volunteer and financial support.

ARTICLE II: MEMBERSHIP

Section 1: GENERAL MEMBERS – All parents and/or legal guardians of students who attend Pleasant Knoll Middle School, and register with PKMS PTO are General Members of the PKMS PTO.

Section 1(A): GENERAL MEMBER DUES - There will be no dues for General Members.

Section 1(B): GENERAL MEMBER RIGHTS – General Members can and are encouraged to attend and participate in all PKMS PTO sponsored events and meetings.

ARTICLE III: BOARD OF DIRECTORS, OFFICERS AND ELECTIONS

Section 1: GENERAL POWERS – The business affairs and policies of PKMS PTO shall be managed by the Board of Directors (aka the “Board”). The Board may establish committees and subcommittees of the Board as it deems appropriate to carry out the PTO’s objectives.

Section 2: OFFICERS – The officers of PKMS PTO shall consist of up to five board members including a President, Vice-President, Secretary, Treasurer and Ad Hoc Members. The Board of Directors of PKMS PTO shall consist of the duly elected officers of PKMS PTO. Only Members in good standing are eligible to serve in any elected or appointed position.

Section 3: DUTIES OF OFFICERS – Officers shall have the following primary duties:

Section 3(A): President – The president shall preside over meetings of the organization and Board of Directors, serve as the primary contact for the school principal, represent the organization at meetings outside the organization, serve as an ex-officio member of all committees, and coordinate the work of all the officers and committees so that the purpose of the organization is filled. The President, at the conclusion of his/her elected term, shall serve as an ex-officio advisor to his/her successor and Board.

Section 3(B): Vice President – The Vice President shall assist the President and carry out the President’s duties in his/her absence or inability to serve.

Section 3(C): Secretary – The Secretary shall keep all records of the organization, take and record minutes, prepare the agenda, handle correspondence, and send notices of meetings to the membership. The Secretary also keeps a copy of the minutes, bylaws, rules, membership list, and any other necessary supplies, and brings them to meetings.

Section 3(D): Treasurer – The Treasurer shall receive all funds of the organization, keep an accurate record of receipts and expenditures, and pay out funds in accordance with the approval of the Board. He/she will present a financial statement at every meeting and at other times of the year when requested by the Board, and make a full report at the end of the year. The Treasurer will also be responsible for complying with Federal and State laws regarding financial record keeping and filing tax returns.

Section 4: NOMINATIONS AND ELECTIONS – Elections will be held at the second to last meeting of the school year. The nominating committee shall select a candidate for each office and present the slate at a meeting one month prior to the election. At that meeting, nominations may also be made from the floor. Voting shall be by voice vote if a slate is presented. If more than one person is running for an office, a ballot vote shall be taken.

Section 5: ELIGIBiLITY – All General Members are eligible to run for office.

Section 6: TERMS OF OFFICE – Officers shall serve for a term beginning on July 1, for one (1) year or until the election of a successor. No person shall be eligible to serve more than two (2) consecutive terms in the same office however; in the event a successor for such office cannot be named, an Officer may serve an additional term. In no event may an officer serve more than five terms.

Section 7: VACANCIES – A vacancy in the office of President shall be filled for the remainder of the unexpired term by the Vice President. A vacancy in any other office shall be filled by a person elected by the majority of the Board for the remainder of the unexpired term.

Section 8: REMOVAL FROM OFFICE – The Board, by a vote of two-thirds of the officers, may remove for cause any director or officer, if in the opinion of the Board the best interests of PKMS PTO are not being served.

Section 9: COMPENSATION – All members and officers are volunteers and shall not receive a salary. Members may be reimbursed for actual expenses incurred for PKMS PTO related activities upon proper accounting for, and Board approval of such expenses.

Section 10: SUCCESSION – All officers shall deliver to their successors in office all books, records, documents, electronic files, passwords etc., held in their possession by virtue of their office no later than fourteen calendar days following the completion of their term or assumption of office by their successor.

ARTICLE IV: MEETINGS

Section 1: REGULAR MEETINGS - Regular meetings of the Board shall be held at a time and place designated by the Board no less than monthly. All regularly scheduled meetings of the Board shall be considered public meetings, and proper notice of these meetings should be provided through the appropriate media. A sign in for members will be completed at meetings and decisions will be made by a majority vote of members in good standing present at the meetings except as provided for amending the PTO bylaws. A final meeting of the year in May will include completion of final tasks, prep for new year, accounting of funds, projection of budget, election of new officers, etc. to make carry over to next year smooth. In addition, there will be a review of the standing committees for additions or deletions for the next year. All PTO general and PTO Committee meetings are open to all members.

Section 2: SPECIAL MEETINGS – Special meetings may be called by the President, any two Board members, or five General Members in good standing submitting a written request to the Secretary. Previous notice of the meeting shall be advertised to the PTO membership at least 10 days prior to the meeting by any combination of email, website posting and/or social media posting.

Section 3: BOARD OF DIRECTORS MEETINGS - The PTO Board of Directors will have regular monthly meetings during the school year to be held at a time determined by the Board. Board of Director meetings will be held in executive sessions for confidentiality reasons.

Section 4: QUORUM – At any regular or special meeting of this organization, a minimum of three members in good standing present at said meeting shall constitute a quorum. At any regular or special meeting of the Board, a minimum of three officers must be in attendance to constitute a quorum.

ARTICLE V: COMMITTEES

Section 1: MEMBERSHIP – Committees may consist of General Members and Board members, with the President and Vice-President acting as an ex-officio member of all committees.

Section 2: STANDING COMMITTEES - PKMS PTO will have standing committees or clubs as decided upon by the Board for the current school year. All committees are required to follow the guidelines and mission set forth by the PTO Board, as well as rules and regulations established by the Fort Mill School District. Committees may include but are not limited to fundraising, academic enrichment, PTO events, nominating, etc.

Section 3: ADDITIONAL COMMITTEES – The Board may appoint additional committees as needed in the sole discretion of the Board.

ARTICLE VI: FINANCIALS

Section 1: FISCAL YEAR – The fiscal year of the organization shall commence on July 1st and end at the close of business on June 30th of the following year unless otherwise changed by the Board via Amendment to these bylaws.

Section 2: BUDGET – A tentative budget shall be drafted in the fall for each school year and approved by a majority of the Board Members in good standing present.

Section 3: RECORDS – The Treasurer shall keep accurate records of any disbursements, income, and bank account information.

Section 4: APPROVALS – The Board shall approve all expenses of the organization.

Section 5: SIGNATORY AUTHORITY – Two authorized signatures shall be required on all checks regardless of the amount.

Section 6: FINANCIAL STATEMENTS – The treasurer shall prepare a financial statement at the end of the year to be reviewed by the audit committee.

Section 7: CONTRACTS – Authority to sign contracts is limited to the President or the President’s designee.

Section 8: DISSOLUTION – In the event of dissolution of the organization, any remaining funds shall be first used to satisfy any outstanding debts. Any funds remaining after all debts have been satisfied shall be used to benefit the Foundation for Fort Mill Schools.

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ARTICLE VII: STANDING RULES

Standing rules may be approved by a majority vote of the Board. The Secretary shall keep a record of any standing rules for future reference.

ARTICLE VIII: DISSOLUTION

The organization may be dissolved with previous notice of no less than fifteen days and a two-thirds vote by the Voting Members in good standing. Any assets held by the organization at the time of dissolution shall be distributed as provided for in ARTICLE IV Section 8.

ARTICLE IX: AMENDMENTS

These bylaws may be amended as board quorum vote deems at any regular or special board meeting.

ARTICLE X: CONFLICT OF INTEREST POLICY

Section 1: PURPOSE - The purpose of the conflict of interest policy is to protect this tax-exempt organization’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Section 2: DEFINITIONS

Interested Person. Any director, principal officer, or member of a committee with governing board delegated powers who has a direct or indirect financial interest, as defined below, is an interested person.
Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
An ownership or investment interest in any entity with which the organization has a transaction or arrangement;
A compensation arrangement with the organization or with any entity or individual with which the organization has a transaction or arrangement; or

iii. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the organization is negotiating a transaction or arrangement. “Compensation” includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Section 3b, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

Section 3: PROCEDURES

Duty To Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board-delegated powers who are considering the proposed transaction or arrangement.
Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide whether a conflict of interest exists.
Procedures for Addressing the Conflict of Interest.
An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

iii. After exercising due diligence, the governing board or committee shall determine whether the organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.
Violations of the Conflict of Interest Policy.
If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines that the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Section 4: RECORDS OF PROCEEDINGS - The minutes of the governing board and all committees with board delegated powers shall contain:

The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest; the nature of the financial interest; any action taken to determine whether a conflict of interest was

present; and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.

The names of the persons who were present for discussions and votes relating to the transaction or arrangement; the content of the discussion; including any alternatives to the proposed transaction or arrangement; and a record of any votes taken in connection with the proceedings. Section 5. Compensation.
A voting member of the governing board who receives compensation, directly or indirectly, from the organization for services is precluded from voting on matters pertaining to that member’s compensation.
A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the organization for services is precluded from voting on matters pertaining to that member’s compensation.

iii. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Section 6: ANNUAL STATEMENTS - Each director, principal officer, and member of a committee with governing board-delegated powers shall annually sign a statement which affirms that such person:

Has received a copy of the conflict of interest policy;
Has read and understood the policy;
Has agreed to comply with the policy; and
Understands that the organization is charitable and that in order to maintain its federal tax exempt status it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Agree to abide by an annual financial practices statement.

Section 7: PERIODIC REVIEWS - To ensure that the organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects: a. Whether compensation arrangements and benefits are reasonable, are based on competent survey information, and are the result of arm’s length bargaining. b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in impermissible private benefit, or an excess benefit transaction.

Section 8: USE OF OUTSIDE EXPERTS - When conducting the periodic reviews as provided for in Section 7, the organization may, but need not, use outside advisers. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring that periodic reviews are conducted.

ARTICLE XI: ADOPTION

These bylaws are approved by the PKMS PTO Board of Directors to be effective as of Sept. 10, 2021.

Jillian Miller – President

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Becky Williamson – Vice President

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Helene Moll – Treasurer

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Heidi White Finley – Secretary

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Kim Guelcher - Ad Hoc member

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