RTHS PTSO Bylaws

Adopted December 2012

Article I—Name

The name of this organization shall be Research Triangle High School Parent Teacher Student Organization hereinafter referred to as PTSO.

Article II—Purpose

Section 1. The PTSO operates under the auspices of the non-profit corporation, the Contemporary Science Center (hereinafter CSC) and its high school, Research Triangle High School (hereinafter RTHS), and reports directly to the RTHS Chief School Officer.  The PTSO is organized for the purpose of supporting and enhancing the educational experiences of RTHS students by fostering collaboration among the, parents, administration, teachers, students, and the Research Triangle business community.

Section 2. The PTSO is organized exclusively for the charitable, scientific, literary, or educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or corresponding section of any future federal tax code.  The PTSO is operating under the CSC/RTHS federal tax I.D. number and nonprofit status.

Article III—Members

Section 1. Any parent, guardian, or other adult standing in loco parentis for a student at RTHS may be a member and shall have voting rights. The principal and any teacher employed at the school may be a member and have voting rights.

Section 2. Dues, if any, will be established by the PTSO executive board. If dues are charged, a member must have paid his or her dues at least 14 calendar days before the meeting to be considered a member in good standing with voting rights.  Membership dues are renewable annually.

Article IV—Officers and Elections

Section 1. Officers. The officers shall be president, president-elect, vice president, secretary and treasurer and shall be known as the PTSO executive board.

            a. President. The president shall preside over meetings of the PTSO, serve as the primary contact for the principal, represent the PTSO at meetings outside the PTSO, serve as an ex officio member of all committees except the nominating committee, and coordinate the work of all the officers and committees so that the purpose of the PTSO is served.

            b. President-Elect. The president-elect shall assist the president and carry out the president’s duties in his or her absence or inability to serve.

c. Vice President(s).   The vice president(s) shall serve as chairperson(s) of the standing committees.

d. Secretary. The secretary shall keep all non-financial records of the PTSO, take and record minutes, prepare the agenda, handle correspondence, and send notices of meetings to the membership. The secretary shall also keep a copy of the minutes book, bylaws, standing rules and policies, membership list, and any other necessary supplies, and shall bring them to meetings.

e. Treasurer. The treasurer shall receive all funds of the PTSO, keep an accurate record of receipts and expenditures, and pay out funds in accordance with the approval of the executive board. He or she will present a financial statement at every meeting and at other times of the year when requested by the executive board, and make a full report at the end of the year, including the budget forecast and actual expenditures.  The treasurer will also submit a comprehensive, annual report to the RTHS accountant.

Section 2. Nominations and Elections. Elections will be held at the second to the last meeting of the school year. The nominating committee shall select a candidate for each office and present the slate at a meeting held one month prior to the election. The President-Elect shall be automatically selected as a candidate for President if the current president indicates that he or she will not seek reelection. 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 3. Eligibility. Members are eligible for office if they are members in good standing at least 14 calendar days before the nominating committee presents its slate. 

Section 4. Terms of Office.  Officers are elected for one year and may serve no more than two (2) consecutive terms in the same office. Each person elected shall hold only one office at a time.

Section 5. Vacancies. If there is a vacancy in the office of president, the President-Elect will become the president. At the next regularly scheduled meeting, a new President-Elect will be elected. If there is a vacancy in any other office, members will fill the vacancy through an election at the next regular meeting.

Article V—Meetings

Section 1. Regular Meetings. The regular meeting of the PTSO shall be on the second Wednesday of each month during the school year at 7:00 p.m., or at a time and place determined by the executive board at least two weeks before the meeting. The annual meeting will be held at the April regular meeting. The annual meeting is for receiving reports, electing officers, and conducting other business that should arise. The secretary will notify the members of the meetings via the weekly RTHS newsletter, the RTHS Facebook page, or email.

Section 2. Special Meetings. Special meetings may be called by the president, any two members of the executive board, or five general members submitting a written request to the secretary. Previous notice of the special meeting shall be sent to the members at least ten days prior to the meeting via the weekly RTHS newsletter, the RTHS Facebook page, and email.

Section 3. Quorum. The quorum shall be 10 members of the PTSO present at the meeting.

Article VI—Executive Board

Section 1. Membership. The Executive Board shall consist of the officers, principal, and standing committee chairs.

Section 2. Duties. The duties of the Executive Board shall be to transact business between meetings in preparation for the general meetings, create standing rules and policies, create standing and temporary committees, prepare and submit a budget to the membership, approve routine bills, and prepare reports and recommendations to the membership.

Section 3. Meetings. Regular meetings shall be held monthly, on the same day and the same time each month, to be determined by the executive board. Special meetings may be called by any two executive board members with 24 hours notice.

Section 4. Quorum. Half the number of the executive board members present at the meeting plus one constitutes a quorum.

Article VII—Committees

Section 1. Membership.Committees may consist of members and executive board members with the president acting as an ex officio member of all committees.

Section 2. Standing Committees.  The following standing committees shall be formed by the PTSO:  Communications, Community, Ways and Means, and Nominations and Auditing.

Section 3. Additional Committees. The executive board may appoint additional committees as needed.

Article VIII—Finances

Section 1. A proposed budget shall be drafted in the fall for each school year and approved by a majority vote of the members present.

Section 2. The treasurer shall keep accurate records of any disbursements, income, and bank account information.

Section 3. The executive board shall approve all expenses of the PTSO.

Section 4. Two authorized signatures shall be required on each check over the amount of $200. Authorized signers shall be the PTSO president, PTSO treasurer, and principal.

Section 5. The treasurer shall prepare a financial statement at the end of the year to be reviewed by the Auditing Committee.

Section 6. Upon the dissolution of the PTSO, any remaining funds should be used to pay any outstanding bills and, with the membership’s approval, be spent for the benefit of the school.

Section 7. The fiscal year shall coordinate with the school year.

Article IX—Parliamentary Authority

Robert’s Rules of Order shall govern meetings when they are not in conflict with the PTSO’s bylaws.  The secretary shall be responsible for adherence to these rules and bylaws at all executive board meetings and general meetings.

Article X—Standing Rules

Standing rules may be approved by the executive board and the secretary shall keep a record of the standing rules for future reference.

Article XI—Dissolution

The PTSO may be dissolved with previous notice (14 calendar days) and a two-thirds vote of those present at the meeting.

Article XII—Amendments

These bylaws may be amended at any regular or special meeting provided that previous notice was given in writing at the prior meeting and then sent to all members of the PTSO by the secretary. Notice may be given by postal mail, e-mail, or fax. Amendments will be approved by a two-thirds vote of those present, assuming a quorum.

Article XIII—Conflict of Interest Policy

Section 1. Purpose. The purpose of the conflict of interest policy is to protect the interest of CSC, RTHS, and the PTSO when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer of the PTSO 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.

            a. Interested Person. Any CSC, RTHS, or PTSO executive board member or member of a committee with executive board-delegated powers who has a direct or indirect financial interest, as defined below, is an interested person.

b. Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family;

i. An ownership or investment in any entity with which the PTSO has a transaction or arrangement;

ii. A compensation arrangement with the PTSO or with an entity or individual with which the PTSO has a transaction or arrangement; or

iii. A potential ownership, investment interest, or compensation arrangement with  any entity or individual with which the PTSO is negotiating a transaction or arrangement.  “Compensation” includes direct and indirect renumeration 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 executive board or committee decides that a conflict of interest exists.

Section 3. Procedures.

            a. 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 executive board members and members of committees with executive board-delegated powers who are considering the proposed transaction or arrangement.

b. 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 executive board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining executive board or committee members shall decide whether a conflict of interest exists.

c. Procedures for Addressing the Conflict of Interest.

            i. An interested person may make a presentation at the executive 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 possible conflict of interest.

ii. The chairperson of the executive 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 executive board or committee shall determine whether the PTSO 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.

iv. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the executive board or committee shall determine, by a vote of the disinterested executive board or committee members, whether the transaction or arrangement is in the PTSO’s best interest, for its own benefit, 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.

d. Violations of the Conflict of Interest Policy.

i. If the executive 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.

ii. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the executive board or committee determines that the member has failed to disclose an actual or possible conflict or interest, it shall take appropriate disciplinary and corrective action.

Section 4. Records of Proceedings. The minutes of the executive board and all committees with executive board-delegated powers shall contain:

            a. 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 executive board’s or committee’s decision as to whether a conflict of interest in fact existed.

b. 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. A voting member of the executive board who receives compensation, directly or indirectly, from the PTSO for services is precluded from voting on matters pertaining to that member’s compensation.

b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the PTSO for services is precluded from voting on matters pertaining to that member’s compensation.

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

Section 6. Annual Statements. Each executive board member and member of a committee with executive board-delegated powers shall annually sign a statement which affirms that such person:

a. Has received a copy of the conflict of interest policy;

b. Has read and understood the policy;

c. Has agreed to comply with the policy; and

d. Understands that the PTSO 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.

Section 7. Periodic Reviews.  To ensure that the PTSO 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 PTSO’s written policies, are properly recorded, reflect reasonable investment or payment for goods and services, further charitable purposes, and do not result in inurement, impermissible private benefit, or an excess benefit transaction.