ByLaws

AMENDED AND RESTATED

BY-LAWS OF WOODBROOK SCHOOL PARENT-TEACHER ORGANIZATION

Article One

Name, Purpose and Non-Profit Organization.

Section 1. Name. The name of this organization shall be Woodbrook School Parent-Teacher Organization, a Virginia non-stock corporation (the “Corporation”). The Corporation shall be also known as Woodbrook PTO.

Section 2. Purpose. The purpose of the Corporation shall be to (a) promote the welfare of Woodbrook Elementary School; (b) help improve the facilities of the school; (c) assist the staff at Woodbrook Elementary School in providing the best program of education available; (d) provide a regular communication forum where parents, staff, and students of Woodbrook Elementary School can freely discuss issues of concern to the school community in an atmosphere of mutual respect; and (e) forge a partnership of parents, staff, and community members that sustains a long-range vision of excellence for Woodbrook Elementary School and actively works toward that goal.

Section 3. Non-Profit Organization.

(a) This Corporation is organized exclusively for educational purposes, within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

(b) No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, directors, officers, or other private persons, except that the Corporation shall be authorized and empowered to make payments and distributions in the furtherance of the educational purposes stated in Article One, Section 2 above. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation 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 these bylaws, the Corporation 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 Internal Revenue Code, or the corresponding section of any future federal tax code.

(c) Upon the dissolution of the corporation, its assets shall be distributed to the principal of Woodbrook Elementary School, to be used solely for educational purposes, within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Article Two

Membership

Section 1. Eligibility. There shall be one class of membership of the Corporation which shall be open to all persons eighteen (18) years of age or older.

Section 2. Membership. Any person whose child or children attend Woodbrook Elementary School or who is employed at Woodbrook Elementary School is a member of the Woodbrook Parent-Teacher Organization.

Section 3. Voting. Each individual shall have one vote at any membership meeting at which he or she is present. Proxy voting will be permitted at any membership meeting or election.

Section 4. Dues. There shall be no membership dues, but parents will be given the opportunity to financially support the organization and its activities through various fundraising activities throughout the year.

Section 5. Membership Meetings.

Regular Meetings: Meetings of the Corporation shall be held at least four times a year during the school year.

Written notice of such meetings shall be mailed by the Secretary at least five (5) days prior to the date of the meeting. Notice of such meetings may be sent by electronic transmission to those members who have consented to receipt of such notices by electronic transmission pursuant to the provisions of Va. Code Ann. § 13.1-810. In lieu of mailing notices, notice of annual meetings may be given by publishing such notice at least five (5) days prior to the date of meeting in The Daily Progress. Notice of regular meetings may also be sent by electronic transmission to those members who have consented to receipt of such notices by electronic transmission pursuant to the provisions of VA. Code Ann. § 13.1-810. Members may participate in a regular meeting by use of any means of communication by which all members participating may simultaneously hear each other during the meeting. A member participating in a meeting by such means shall be deemed to be present in person at the meeting.

Special Meetings: Special membership meetings may be called by the Board of Directors with at least two (2) days notice.

Written notice of such a meeting shall be mailed by the Secretary at least two (2) days prior to the date of the meeting, and the notice shall state the purpose of the meeting and no other business shall be transacted. In lieu of mailing notices, notice of special meetings may be given by publishing such notice at least two (2) days prior to the date of the special meeting in The Daily Progress. Notice of special meetings may also be sent by electronic transmission to those members who have consented to receipt of such notices by electronic transmission pursuant to the provisions of Va. Code Ann. § 13.1-810. Members may participate in a special meeting by use of any means of communication by which all members participating may simultaneously hear each other during the meeting. A member participating in a meeting by such means shall be deemed to be present in person at the meeting.

Quorum: The quorum for membership meetings shall be ten (10) of the members holding votes entitled to be cast at such meeting.

Place, Date, and Hour: All meetings of the Corporation, whether of the membership or the Directors, shall be held at Woodbrook Elementary School on the date, and hour as may be designated by the person or persons authorized herein to call such a meeting.

Parliamentary Authority: Upon request by any Member, Robert’s Rules of Order Revised shall govern both regular and special membership meetings.

Section 6. Termination of Membership. Resignation: Any member in good standing may resign from the Corporation upon written notice to the Secretary.

Article Three

Directors and Officers

Section 1. Board of Directors. The Board of Directors (the “Board”) shall be comprised of the current officers of the Corporation, the chairmen of the standing committees, the principal of the school, two teachers and two members at-large. The members at large shall be elected by the membership of the organization at the first general meeting of the school year. The directors shall serve without compensation.

The duties of the Board shall be to (a) transact necessary business in the intervals between regular meetings of the Corporation, (b) create standing committees, (c) approve the plans of work of the standing committees, (d) present a report at the regular meeting of any actions taken in the executive committee.

Section 2. Board Meetings.

Regular: Regular meetings of the Board of Directors shall be held at least four times during the school year, the times to be fixed by the Board at its first meeting of the year. A Director may participate in a regular meeting by, or conduct the meeting through the use of any means of communication by which all Directors participating may simultaneously hear each other during the meeting. A Director participating in a meeting by this means is deemed to be present in person at the meeting.

Special: Special meetings of the Board may be called by the President or a majority of the Board. A Director may participate in a special meeting by, or conduct the meeting through the use of any means of communication by which all Directors participating may simultaneously hear each other during the meeting. A Director participating in a meeting by this means is deemed to be present in person at the meeting.

Quorum: A quorum for a meeting of the Board shall be a majority of the Board. Directors may participate in the meeting, or conduct the meeting, through the use of any means of communication by which all Directors may simultaneously hear each other during the meeting. A Director participating in a meeting by such means shall be deemed to be present in person at the meeting. A Director shall not vote by proxy.

Section 3. Officers. The officers of the Corporation, consisting of the President, First Vice-President, Second Vice-President, Secretary, and Treasurer, shall serve in their respective capacities both with regard to the membership and its meetings and the Board and its meetings.

The President shall preside at all meetings of the membership and of the Board and shall perform such other duties as are incident to his or her office or are properly required of him or her by the Board of Directors.

The First Vice-President shall exercise the authority of the President in his or her absence and perform such other duties as may be assigned to him or her by the President or Board of Directors. The First Vice President shall also be in charge of ways and means and of establishing commitees (both standing and special event).

The Second Vice-President shall be in charge of communications and community relations.

The Secretary shall be responsible for recording the minutes of the membership and Board meetings and maintaining such other records as may be required of him of her by the President or the Board. He or she shall have charge of the correspondence, notify members of meetings, notify new members of their election to membership, notify officers and directors of their election to office, keep a roll of the members with their addresses, and carry out such other duties incident to his or her office as the President may request or the Board assign.

The Treasurer shall collect and receive all monies due or belonging to the Corporation. He or she shall deposit the same in a bank designated by the Board in the name of the Corporation. His or her books shall at all times be open to inspection by the Board, and he or she shall report to them at every meeting the condition of the Corporation’s finances and every item of receipt or payment not before reported; and at the annual membership meeting he or she shall render an account of all monies received and expended during the previous fiscal year. There shall be an annual audit of books as directed by the Board.

Section 4. Nominations. Before the last regular meeting of the school year, the Board shall appoint a nominating committee consisting of at least five members, one of whom shall be a member of the Board and one of whom shall be a teacher of Woodbrook Elementary School. The President shall appoint one member to serve as chairman. The nominating committee shall select one nominee for each office to be filled and report at the last regular meeting. Following the report of the nominating committee, an opportunity shall be given for nominations from the floor.

Section 5. Elections. The officers shall be elected annually by ballot, or voice vote, at the last regular meeting of the school year. An office may be shared by more than one person. Officers shall assume their official duties at the close of the last regular meeting and shall serve for a term of one year, or until their successor(s) are duly elected, whichever is later. All departing officers shall deliver to their successors all official material within ten (10) days following the meeting at which the successor(s) are elected.

Section 6. Vacancies. Any vacancies occurring on the Board or among the officers during the year shall be filled for the unexpired term of office by a majority vote of the Board at its first regular meeting following the creation of such vacancy, or at a special Board meeting called for that purpose; except that a vacancy in the office of President shall be filled automatically by the First Vice-President and the resulting vacancy in the office of First Vice-President shall be filled by the Second Vice-President, and a new Second Vice-President shall be selected by the Board.

Section 7. Officer Expenditures. No money in excess of $100.00 shall be spent by an officer unless approved by the Board. An officer may approve an expenditure of $100.00 or less.

Article Four

Standing and Special Committees

Section 1. Standing Committees. In addition to the Nominating Committee, the Board may each year appoint standing committees to advance the work of the Corporation in such matters as may be deemed necessary to carry on the work of the Corporation. The chairman of each standing committee shall be selected by the Board and shall serve a term of one year. The chairman of each standing committee shall present a plan of work to the Board for approval. No standing committee work shall be undertaken without the consent of the Board.

Section 2. Special Committees. The power to form special committees and appoint their members rests with the members of the organization. Motions to form special committees may be made at any regular membership meeting. Any special committee automatically goes out of existence when its work is done and its final report is received by the Board.

Section 3. Ex-Officio Member. The President shall be an ex-officio member of all standing and special committees.

Article Five

General Provisions

Section 1. Calendar. The fiscal year of the Corporation shall be ____________________.

Section 2. Amendments. Amendments to the Articles of Incorporation may be proposed by a resolution of the Board of Directors recommending the amendment to the members unless the Board of Directors determines that because of conflicts of interests or other special circumstances it should make no recommendation and communicates the basis for its determination to the members. The resolution shall be submitted to the membership at a regular or special meeting. The written notice of the meeting shall contain the date, time, and place, and that the purpose of the meeting is to consider the proposed amendment; the notice shall contain or be accompanied by a copy of the proposed amendment. The notice shall be given to each member not less than twenty-five (25) days nor more than sixty (60) days before the meeting. The amendment shall be adopted upon receiving more than two-thirds (2/3) of the votes entitled to be cast, at a membership meeting where quorum is present.

Amendments to the By-Laws may be made by a vote of at least two-thirds (2/3) of the Directors at any Board meeting at which a quorum is present, provided ten (10) days written notice is given to the Directors of any proposed change. The foregoing notwithstanding, By-Laws made by the members may not be altered or repealed by the Board of Directors without the consent of the members. Such consent shall be obtained in the same manner as hereinabove provided for an amendment to the Articles of Incorporation. Any By-Laws made by the Board of Directors may be repealed or changed, and new By-Laws made, by a majority vote of the members present at a membership meeting where quorum is present.

Article Six

Dissolution

The Corporation may be dissolved at any time by recommendation of the Board of Directors approved in writing by more than two-thirds (2/3) of the members in good standing. In the event of the dissolution of the Corporation, whether voluntary or involuntary or by operation of law, none of the assets of the Corporation shall be distributed to any member, but after payment of all lawful debts of the Corporation, its property and assets shall be given to the principal of Woodbrook Elementary School.

Adopted at the organizational meeting of the Board of Directors of the Corporation on the _____________ day of ____________, 2015.

________________________________________

Secretary

Permanent link to this article: http://woodbrookelementarypto.digitalpto.com/info/bylaws/

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