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How Good Are Your Bylaws?

Your PTO may be on cruise control today, but having up-to-date bylaws on the books helps protect the long-term integrity of the group from the unpredictability of the future.

by Christy Forhan
How Good Are Your Bylaws?

Bylaws just don’t get a lot of love. If your parent group is like many, your bylaws are the most important document that no one can find. They may be stuffed in the back of the PTO filing cabinet or jammed in the 4-inch policies binder or lost in last year’s president’s basement. Or they may not really exist at all. Bylaws have a way of disappearing into the black hole of a parent group’s archives.

The very word “bylaws” conjures up images of a boring document full of legal jargon too complicated for the typical parent group leader to understand. Rarely does a PTO member enthusiastically volunteer to write or review the group’s bylaws; instead many groups, if they have any bylaws at all, simply file them away for posterity and proudly mark that task off the organizational to do list.

But try to look at your bylaws as a useful tool that needs to evolve as your parent group evolves. Your PTO may be on cruise control today, but that could change at any time. Having bylaws on the books helps protect the long-term integrity of the group from the unpredictability of the future. Because bylaws are impersonal, they take emotions out of the day-to-day operations of the group by setting the most important rules down in writing. When confronted with a dilemma, your parent group members can refer to their official guidelines so that decisions are made for the good of the whole organization, not influenced by personal priorities. The bylaws transcend individual members, so there is consistency from year to year.

Using Your Bylaws

Upon election, every officer should receive and read her own copy of the bylaws. The executive board should review them as a group to ensure that everyone understands what is contained in the document. Read each officer’s job description to verify how the responsibilities are to be distributed. As you set plans for the year, bounce your ideas against your PTO’s mission statement within your bylaws. Also, evaluate the financial policies to be certain you’re in compliance. Keep a copy on hand in your officer binder (or tablet computer) so you can refer to it throughout the year as necessary.

Bylaws are not a static document intended to be filed away forever. They should change to meet the changing needs of your group. So revisit them every year, preferably at the conclusion of the election term while the activities of the year are still fresh in your mind. Consider whether they really reflect how your PTO does business. Identify potential amendments that can be addressed early in the new school year, and pass the assessment to the new executive board.

Every three years, set up an ad hoc bylaws review committee. This group’s job is to go line by line through your bylaws, considering whether the document still meets the group’s needs on a macro scale. This committee might recommend individual amendments or a wholesale rewrite, or simply declare the document adequate as is.

To make sure you can refer to your bylaws in the future, don’t lose them—keep hard copies in the group’s master files, in the principal’s office, and in each officer’s binder. Post them electronically on the PTO’s website and on an Internet cloud server.

Key Sections and Language

PTO bylaws are fairly standard and don’t need to be terribly complex. They should be written in language anyone can understand. Although each parent group’s bylaws might have unique sections, there are several basics.

Purpose: Make sure your purpose statement puts your group in compliance with the IRS’s current definition of a public charity under section 501(c)(3) of the federal tax code. Use a statement like “This organization shall exist for educational and charitable purposes.” The IRS recognizes educational and charitable nonprofits as potential candidates for tax-exempt status under section 501(c)(3) of the federal tax code.

Mission statement: In addition to the IRS-driven purpose statement, be sure your bylaws also include a mission statement. Your mission statement will guide everything your parent group does. Take time to develop a thoughtful statement that accurately reflects why your group exists. Here’s a sample to help you get started writing your group’s statement:

The mission of ABC PTO shall be:

  • To enhance the educational environment at ABC School through volunteer and financial resources.
  • To promote communication between the school administration, staff, parents, and students.
  • To foster pride in ABC School throughout the community.

Policies: Set down in writing the policies that could lead to controversy if handled case by case. For example, the bylaws should include who has the authority to sign checks, who has the authority to sign contracts, when your fiscal year will begin and end, and how you will handle reimbursements. Other policies that have less of an impact on the group, such as a policy for acknowledging a teacher’s retirement, can be recorded in a separate document.

Membership: Define how one becomes a member and what privileges come with membership (for example, the right to vote, hold office, chair a committee, etc.).

Officers: Name the elected offices and describe the specific duties, term of office, and election procedure for each officer. Consider defining a specific process for nominations and elections if your group is likely to attract multiple candidates. Some groups also define term limits for their officers in this section.

Meetings: Define how often the parent group must meet (both for executive board and for general membership meetings), where, and for what purpose.

Parliamentary authority: When considering parliamentary procedure, it is wise to identify Robert’s Rules of Order as the final rulemaking authority for your group. Robert’s Rules addresses many organizational issues that you wouldn’t spell out individually in your bylaws.

Dissolution: If your PTO ever applies for federal tax-exempt status under section 501(c)(3), the IRS will look for a dissolution clause in your bylaws. This means that should the PTO dissolve, you need to stipulate that its assets would go directly to another tax-exempt charity. For a PTO, that is typically the school itself or “its successor.” (That’s IRS-speak meaning any similar entity that would replace the current school.)

Revision process: Robert’s Rules of Order has a standard procedure for amending bylaws. But to ensure that your PTO actually reviews the bylaws from time to time, define a formal review process directly in your document. This section should spell out the basic steps for amending the bylaws, as well as a schedule for conducting a full-scale review.


Do Your Bylaws Speak to These Situations?

Your bylaws specify term limits, but the only person willing to be treasurer is the member who has been holding the office.
Since your bylaws restrict the current treasurer from holding the office again, this is basically an officer vacancy. Usually, the bylaws grant the executive board the authority to appoint a qualified member to fill an officer vacancy. Be careful, however, to clearly document the reason and result of this appointment in your meeting minutes, especially if the board votes to appoint the same person to continue as treasurer. The risk here is that the term limits lose their intended effect, so make it clear that this is an exceptional situation.

The executive board decides to stop meeting as a group.
There should be a bylaw that stipulates the frequency of executive board meetings. If not, then there’s no obligation for your board to meet on its own. Sample language: “The executive board shall meet monthly in all months except July.”

Two members are interested in running for the same office.
Your bylaws should stipulate a procedure for nominations and elections. To keep it simple, they might specify “A nominating committee consisting of one sitting officer and two members at large should be established by the president for the purpose of securing one candidate for each office. If more than one candidate is interested, a majority vote of the general membership shall decide the winner.”

Your fundraising was under budget this year. How do you make cuts?
Refer to your mission statement to evaluate your priorities. Look for guidelines in your bylaws for approving changes to your budget. If your bylaws are silent, then the executive board should decide which line items to trim.

The vice president never shows up at any PTO meetings or functions.
Bylaws should include an article that lists the responsibilities of each officer and another that specifies under what circumstances an officer can be removed from office. Typical language: “An officer can be removed from office by a two-thirds vote of the executive board for failure to perform the duties of his/her office.”

Three people want to share the role of secretary.
If there are no specific limitations on the number of people who can share an office, then you have to allow the job-sharing when all affected parties agree to run as “co-officers.” One option, for example, is to use “one and only one president” in your bylaws to ensure that the role of president is not shared.

Christy Forhan is a veteran PTO leader who has served as president and treasurer, among other roles, at schools in West Bloomfield, Mich.

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