I've never heard of that being a problem. It seems more likely that structure, mission, or bylaws would be the issue if the IRS is raising concerns. Lots of schools are served by both a PTO and an educational foundation. The typical broad division is that the PTO organizes day-to-day activities and runs typical fundraisers, while the foundation works on a larger scale -- seeking corporate donations, for example, and funding more expensive projects like purchasing technology.
It's a bit of a worry that the principal is leaving you out of his plans for this organization. It would be best if you could work together to determine how the missions for both groups mesh. You could also serve as a good resource for getting the new organization off the ground.
- Craig
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