How Good Are Your PTO Bylaws?

How Good Are Your PTO Bylaws?

Amending your bylaws regularly so they stay up to date helps protect the long-term integrity of the group from the unpredictability of the future.

by Christy Forhan

11/29/2022

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. The latest hard copy from the 1980s or ’90s might be stuffed in the back of the PTO filing cabinet or lost in a former president’s basement. Or maybe they don’t 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, try to look at your bylaws as a useful tool that needs to evolve as your parent group evolves. Your PTO might be on cruise control today, but that could change at any time.

Having up-to-date bylaws on the books helps protect the long-term integrity of your group from the unpredictability of the future. Because bylaws are impersonal, they take emotions out of day-to-day operations by putting the most important rules in writing. When you’re faced with a dilemma, your parent group members can use these 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 that there’s consistency from year to year.

The whats, whys, and hows of 501(c)(3) and incorporation, plus all your FAQs

Using Your Bylaws

After taking office, each leader should receive and read the bylaws. The executive board should review them as a group to make sure that everyone understands what the document contains. Read each officer’s job description to verify how the responsibilities are shared. As you set plans for the year, compare your ideas with your PTO’s mission statement in the bylaws. Evaluate financial policies to be certain you’re in compliance. Keep a copy on hand in your officer files (hard copy or electronic) so you can refer to it throughout the year as needed.

To make sure your whole group 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.

Review Your Bylaws Yearly

Bylaws aren’t 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 these suggestions to the new executive board.

Revise Your Bylaws (If Needed) Every Three Years

Every three years, set up an ad hoc (temporary) 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. Any potential amendments identified over the previous yearly reviews should be considered, too. This committee might recommend individual amendments or a wholesale rewrite, or declare the document acceptable as is.

The process for making changes (also called amendments) to the bylaws should be written into your bylaws from the start. In most cases, amendments can be proposed and voted on at a meeting as long members have been given proper notice; for example, “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 organization by the secretary.” For a bylaws amendment to pass, at least two-thirds of the people voting need to approve it.

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. If your PTO doesn’t have bylaws yet, read “How To Write PTO Bylaws”, which goes through the sections in detail and has links to sample bylaws that you can copy.

Assuming your group does have bylaws, review them to make sure the sections cover the following points:

Purpose: This probably won’t change much, if at all, as long as it stays compliant with the IRS’s definition of a public 501(c)(3) exempt organization. This is a statement like “This organization shall exist for educational and charitable purposes.”

Mission statement: Your mission statement guides everything your parent group does. Does your mission statement as written in the bylaws still accurately reflect why your group exists? (Read “Create a Mission Statement” if you need a refresher.)

Policies: Financial policies that could lead to conflict if they’re handled case by case should be addressed in your bylaws. These include who has check-signing and contract-signing authority and when your fiscal year starts and ends.

Membership: This section should cover membership requirements and benefits.

Officers: Any elected offices should be included here, along with specific duties, term of office, and term limits, if any.

Meetings: Both general membership meetings and board meetings should be specified here—how often, where, and for what purpose each group will meet. For sections like this one, it often makes sense to have the general practice included in the bylaws (e.g., “General membership meetings will be held once a month while school is in session”), and then put the specifics (e.g. “the first Tuesday of each month at 8 p.m.”) into the standing rules, which are easier to amend than the bylaws.

Parliamentary authority: It’s impossible to think of every possible scenario to include in your bylaws, and for situations that come up rarely, you can instead refer to an outside source. Avoid conflict over what to use in those situations by specifying Robert’s Rules of Order as your group’s parliamentary procedure reference.

Dissolution: Like the purpose above, this is required by the IRS before applying for 501(c)(3) status, so it isn’t likely to change once it’s been set down in your bylaws.

Revision process: The best way to make sure your group reviews the bylaws regularly is to spell out that process and review schedule within your bylaws document.


Do Your Bylaws Address These Common 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.

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 their 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 if all parties agree to run as “co-officers.” One option, for example, is to use “one and only one president” in your bylaws if your group wants to ensure that the role of president isn’t shared.

Someone without any children at the school wants to serve on the board

You’ll need to review two different sections of your bylaws to make sure you’re covered in this situation. First look at the section that directly defines who is allowed to serve as a board member. At its most basic, this is something like “a member in good standing.” Then look at how “member in good standing” is defined; to avoid having unrelated members of the public getting involved in your group’s leadership roles, make sure it’s defined specifically enough: “Any parent, guardian, or other adult standing in loco parentis for a student at the school 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.”

Originally posted in 2012 and updated regularly.

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