Meeting Minutes, Bylaws and Policies

PTO Bylaws

Auburn Middle School PTO

ARTICLES OF INCORPORATION & BY-LAWS

March 2014
Amended August 2022

ARTICLE I: NAME
The name of this organization is the Auburn Middle School PTO. It meets at
Auburn Middle School, Fauquier County, Virginia.
ARTICLE II: OBJECTIVES
In accordance with adequate laws, policies, and practices for the care and
protection of children, the objective of this PTO is to -
● promote and enhance the welfare and education of children
● work cooperatively with and provide positive support for the home,
school and community., in accordance with adequate laws, policies,
and practices for the care and protection of children.
ARTICLE III: GENERAL OFFICERS AND EXECUTIVE BOARD
The PTO will be identified as follows -
The PTO General Officer positions will consist President, Vice President (or
co- Presidents), Secretary, and Treasurer. In the event that a PTO General
Officer positions cannot be filled a recorder of minutes (PTO Secretary) and
custodian of the funds (PTO Treasurer) will be sufficient to function as PTO
General Officers.
The Executive Board will consist of the PTO General Officer positions, the
Principal, Assistant Principal, and a faculty representative.
General Membership will consist of all student parents, guardians and
teachers of Auburn Middle School.
ARTICLE IV: BASIC POLICIES
The following are the basic policies of the PTO -
Section 1. The PTO shall be noncommercial, nonsectarian and nonpartisan.

Section 2. The name of this PTO or the names of any members in their
official capacity shall not be used in any interest or for any purpose not
appropriately related to promotion of the objectives of this PTO.
Section 3. The PTO recognizes that the legal responsibility to make decisions
regarding school policy has been delegated by the people to Fauquier County
Boards of Education.
Section 4. The Principal and/or Vice Principal shall maintain the right to
approve/disapprove activities of this PTO.
Section 6. This PTO may cooperate with other organizations or agencies
concerned with child welfare. Persons representing this PTO in such matters
shall make no commitments that bind this PTO unless approved by a
majority vote of this organization.
Section 7. This PTO shall not, directly or indirectly, participate or intervene in
any way, including the publishing or distribution of statements, in any
political campaign on behalf of or in opposition to, a candidate for public
office.
Section 8. In the event of the dissolution of this organization, its assets shall
be distributed for one or more of the exempt purposes specified in Section
501 (c)(3) of the Internal Revenue Code of 1954, as amended.
ARTICLE V: ARTICLES OF INCORPORATION
The Auburn Middle School PTO exists as an incorporated organization of its
members. Its “Articles of Incorporation” comprise these by-laws and may be
amended from time to time, In the event of any conflict between these
by-laws and the Articles of Incorporation, these by-laws shall govern.
ARTICLE VI: MEMBERSHIP
Section 1. General Membership will consist of all students’ parents,
guardians and teachers of Auburn Middle School.
Section 2. Membership in the PTO shall be made available to any
above-named individual who subscribes to the objectives and basic policies
of these by-laws, without regard to race, color, creed, sex, or national
origin.

Section 3. Only Members of the PTO shall be eligible to participate in the
general elections or to serve in any of its elected or appointive positions.
Section 4. Persons may be admitted to membership at any time.
Section 5. Membership shall coincide with the fiscal year identified as July
1st to June 30th.
ARTICLE VII: ELECTION OF GENERAL OFFICERS AND APPOINTMENT
OF COMMITTEE CHAIRPERSONS
Section 1. Only members of this PTO shall be eligible to serve in any elective
or appointive positions. Elected members (General Officers) may only hold
one concurrent position in any PTO in the school district.
Section 2. Election of Officers
a. The General Officers of the PTO shall consist of a President, Vice
President, Secretary and Treasurer. In the event that all PTO Officer positions
cannot be filled, a recorder (PTO Secretary) and custodian of the funds (PTO
treasurer) will be minimally required to function as a PTO.
b. Officers of the PTO are encouraged to serve for two terms. A term is
defined as one year. There is no limit on the number of terms that a member
can serve in any position. Terms may be extended by special exception.
c. In February letters of intent will be sent to the current PTO Board
President to determine which members are returning and/or running for
office.
d. In March of each year, all available positions will be identified and
announced to the general membership, sent through means deemed
appropriate by the PTO Board. Although a current member indicates their
desire to return to the board in their current position that position will still be
listed as available.
e. By mid-March of each year, interested parties will inform the general
membership of those interested in each office position. If there are no
candidates within the timeframe specified to announce interest in a PTO
Board position, the PTO Board/Nominating Committee will fill the positions.
Members can self-nominate.
f. In May of each year, the next fiscal year General Officers shall be elected
by the general membership at the May PTO meeting. Only members can

vote. No nominations will be accepted from the floor on the night of the
vote.
g. The election will be decided by a majority vote of members present and
voting. Proxy votes may not be used in the election of officers.
h. General Officers shall assume their official duties on the last school day of
the current year.
Section 3: Appointment of Chairpersons of Standing Committees
a. Nominations may be made by establishing a Nominating Committee
and/or by the General Officers. Nominations will be reviewed and a
Chairperson(s) for each Standing Committee will be appointed.
b. Chairpersons of Standing Committees shall assume their official duties at
the transition meeting at the end of the school year.
c. The term of each Chairperson shall be for one year. As previously stated,
there is no limit to the number of terms a member can serve. (Article VII,
Section 2b).
Section 4: Nominating Committee
a. If a Nominating Committee is required, it will consist of two current PTO
General Board members, the Principal, and at least one faculty member. The
Nominating Committee shall be “appointed by the PTO Board” and selected
by the membership of the PTO Board in January. This Committee shall elect
its own Chairperson.
b. After surveying the membership for interested individuals and then
speaking with the individuals to determine their qualifications, the General
Board and/or Nominating Committee shall nominate an eligible person(s) for
each position to be filled and reports its nominees to the PTO Board and
general members at the next PTO meeting or if sooner should the committee
position not be filled at the time. Someone wishing to run for the board may
not be eliminated by the Nominating Committee.
c. Only those persons who have indicated their desire to serve if elected
shall be nominated for each position.
d. The Nominating Committee and/or General Board will identify to the
general membership who the candidates for office are as well as their
qualifications for the position.

e. To be a member of the PTO Board, you must be a member in good
standing.
f. The General Board and/or Nominating Committee will decide annually
whether to keep, add, or delete any or all standing committees. The
Nominating Committee and/or General Board will decide which committees
have a vote and how many votes each committee will have.
Section 5: Vacancies
A vacancy occurring in any office, at any time shall be filled for the
unexpired term by a person elected by a majority vote of the PTO Executive
Board. Notice of such election shall be given to the Board at least one week
prior to the PTO Executive Board’s action. In the case of a vacancy occurring
in the office of President, the Vice President shall serve notice of the
election.
Section 6: Removal from Office
a) Removal from office may be considered should an Executive Board
member, aside from Auburn Middle School administration and staff, or
Standing Committee member or Chairperson, fail to perform in their
duties as determined by the Executive Board or fail to attend three (3)
consecutive meetings in a row.
b) A vote of “no confidence” may be called during the third missed meeting
or by motion from the membership either at a PTO General Meeting or an
impromptu meeting called by any Executive Board member. The vote may
occur by any means deemed appropriate, either in person or virtual.
c) Upon a vote of “no confidence”, the individual removed from office will be
notified by either the President or Vice President, in the case of a removal
of the President in writing within 24 hours.
ARTICLE VIII: DUTIES OF THE OFFICERS
Section 1: President
The President shall -
a) Preside at all meetings of the PTO and of the Executive Board.
b) Perform such other duties as may be prescribed in these by-laws or
assigned to him/her/they by the PTO or by the Executive Board.

c) Coordinate the work of the officers and committees of this PTO in order
that the objectives may be promoted.
d) Be named alongside the Treasurer on all PTO financial accounts.
e) Maintain the AMS PTO social media accounts.
f) Manage the PTO Gmail email account.
g) Assist in coordination of Spirit Nights and Fundraisers.
h) Perform the duties prescribed in the parliamentary authority, Robert’s
Rules of Order, in addition to those outlined in these by-laws and those
assigned from time to time.
i) Deliver to their successor all official material not later than ten days
following the meeting at which new officers assume their duties.

Section 2: Vice President
The Vice President shall -
a) Act to support the President
b) Perform the duties of the President in the absence or disability of the
President to act.
c) Serve as the organization’s parliamentarian and be knowledgeable of
these by-laws and Robert’s Rule of Order.
d) Be responsible for ensuring accountability and integrity of all Officers and
PTO members in upholding these by-laws.
e) Assist in coordination of Spirit Nights and Fundraisers.
f) Advertise Spirit Nights and on-going fundraisers
g) Perform the duties prescribed in the parliamentary authority, Robert’s
Rules of Order, in addition to those outlined in these by-laws and those
assigned from time to time.

h) Deliver to their successor all official material not later than ten days
following the meeting at which new officers assume their duties.
Section 3: Secretary
The Secretary shall –
a) Record the minutes of all PTO meetings.
b) Assist the President in planning the agenda for PTO meetings.
c) Assist in corresponding with the AMS Registrar pertaining to school
wide emails addressing upcoming events or meetings.
d) Maintain PTO Google Calendar.
e) Prepare monthly/bi-monthly PTO Newsletters.
f) Assist in the coordination of Spirit Nights and Fundraisers.
g) Perform the duties prescribed in the parliamentary authority, Robert’s
Rules of Order, in addition to those outlined in these by-laws and those
assigned from time to time.
h) Deliver to their successor all official material not later than ten days
following the meeting at which new officers assume their duties.
Section 4: Treasurer
The Treasurer shall -
i) Have custody of all funds of this PTO.
j) Keep a full and accurate account of receipts and expenditures.
k) Make disbursements as authorized by the President, Executive Board
and/or General Board in accordance with the budge adopted by this PTO.
l) Present a financial statement at every PTO meeting and at other times as
when requested by the Executive and/or General Board.
m)Maintain the permanent books of accounts and records as shall be
sufficient to establish the items of gross income, receipts and
disbursements of the PTO.

n) Accounts may be examined by an auditor at least two weeks before the
meeting at which the new Treasurer assumes official duty. A statement of
fact should be signed and attached to the year-end financials upon
satisfaction of financial examination. The outgoing Treasurer may not
hand over the books to the new Treasurer until the examination is
complete with a signed statement, if required.
o) Maintain the PTO’s banking (checking/saving) accounts. Checks must be
signed by the Treasurer. If the check is above the stipulated amount
($1000), the President is also required to sign.
p) File IRS-990 at the end of each fiscal year in accordance with IRS
regulations; when this PTO has 501 © (3) status.
q) File with the State Corporation Commission annually.
r) Create and present a proposed annual budget for the following school and
fiscal year, with the advice of the Executive Board.
s) Manage funds for PTO sponsored events and fundraisers.
t) Collect and review any received funds for reimbursement and provide
prompt reimbursement to recipients upon approval.
u) Perform the duties prescribed in the parliamentary authority, Robert’s
Rules of Order, in addition to those outlined in these by-laws and those
assigned from time to time.
v) Deliver to their successor all official material not later than ten days
following the meeting at which new officers assume their duties.

ARTICLE IX: EXECUTIVE BOARD DUTIES
Section 1: Duties of the Executive Board shall be -
a) To transact the necessary business in the intervals between organization
meetings and such other business as may be referred to by the
organization.
b) To create standing and special committees.

c) To approve the plans of work of the standing and special committees.
d) To present a report of the committees’ meetings at the general meetings
of the organization.
e) To select an auditor or an auditing committee to audit the Treasurer’s
accounts.
f) To prepare and present a fiscal year budget by the second general
meeting of the year.
g) To approve expenditures within the limits of the budget.
h) To review the bylaws annually and ensure that the bylaws are updated a
minimum of every three (3) years.
Section 2: The Executive Board will be authorized an emergency
discretionary fund not to exceed one hundred fifty dollars ($150) for any
single purchase. There will be a cap of $600 total on this fund for each
school year.
Section 3: Dual signature authority will be required for PTO expenditures of
$1000 or more. The Treasurer must comprise one of the signatures and the
President shall serve as the secondary signatory authority.
ARTICLE X: STANDING AND SPECIAL COMMITTEES
Section 1: The Executive Board may create Standing Committees, as it may
deem necessary, to promote the objectives and carry on the work of this
PTO.
Section 2: No committee work shall be undertaken without the consent of
the PTO Board.
Section 3: The power to form special committees and appoint their members
rests with the Executive Board, the President or the presiding Officer in the
President’s absence. A member of this committee must be a member of the
PTO.
ARTICLE XI: FACULTY REPRESENTATIVES
The Principal shall appoint at least one (1) Faculty Representative. They shall
serve a term from July to June of each year.

ARTICLE XII: MEETINGS and VOTING
Section 1: Meetings of the PTO Board shall be held during the year, the time
to be announced by the PTO Board at its first meeting of the year.
Section 2: Dates of the general meetings shall be determined by the
Executive Board and announced via school calendar and social media. Seven
days-notice shall be given of a change in date. A minimum of three general
meetings will be held annually.
Section 3: Special meetings of this PTO may be called by the President or by
a majority of the Executive Board with seven days’ notice when possible.
Section 4: Special Emergency meetings of this PTO may be called by the
President or by a majority of the Executive Board within 48-hour notice
should a majority of the Executive Board be available to attend either in
person or virtually.
Section 5: The election meeting shall be held in May. All members present at
this general meeting are eligible to participate. Proxy votes will not be
eligible in election votes. In the event of two persons running for the same
office, the winner is determined by a majority vote.
Section 6: Eligibility to vote requires attendance at two consecutive
meetings preceding the vote. A quorum shall be constituted as only voting
members of this PTO who are present for the transaction of business in any
meeting of this PTO. Proxy votes are not accepted. A majority of eligible and
present voting PTO members present will constitute a quorum for all
business transactions except matters of the approved budget.
Section 7: In a general election with two persons running for the same
office, if there is a tie, the winner will be determined by a majority vote of
the PTO Executive Board.
Section 8: If there are no candidates, a special election may be held at any
time which a candidate volunteers or is nominated.
ARTICLE XIII: FISCAL YEAR
The fiscal year of this PTO shall begin on July 1st and end on June 30th.
ARTICLE XIV: PARLIAMENTARY AUTHORITY

Section 1: The most current edition of Robert’s Rules of Order shall govern
this PTO in all cases in which they are applicable and in which they are not in
conflict with these by-laws.
Section 2: Robert’s Rules of Order are for conducting fair and orderly
process of meetings.
ARTICLE XV: AMENDMENTS
These by-laws may be amended or revised at a special meeting called by the
Executive Board and/or General Board of this PTO. Changes or revisions
must be approved by a majority vote of the PTO Executive or General
Board.
ARTICLES XVI: SPECIAL PROCEDURES FOR ORGANIZATION
Until the time as the President and/or other General Officers are elected, a
temporary Chairperson, appointed by the Principal, has the authority of the
President.
By-laws revised 08/02/2022 and accepted by a majority vote of the PTO Executive Board.