Have a sticky situation (or two)? Your bylaws can help your group handle common dilemmas.


Do you know where your group’s bylaws are? The bylaws document is arguably the most important one when it comes to running your parent group; it lays out how your officers get elected and who the members are, as well as the rules for how your organization should run. It’s also one of the least understood, and one that intimidates many parent group leaders. To help you and your fellow leaders feel confident about your bylaws, we’ve answered some of the most common questions we hear about them. (If your group doesn’t have bylaws yet, check out “How To Write PTO Bylaws.”)

What’s the difference between articles of incorporation and bylaws?

While there’s some overlap between the two, such as the name and the purpose of the organization, your articles of incorporation are much more basic: They lay out the structure of your organization and the initial officers who will be running it, and they serve as the official document to “found” your organization as an entity.

Your bylaws build on that beginning to lay out all the ways in which your organization will operate, from membership to meetings to even how the bylaws should be maintained and updated. The bylaws are your first reference when a question comes up about what your group is or isn’t allowed to do. And they provide a neutral, non-emotional way to deal with potentially sticky situations, such as who can attend meetings, who can vote, and who can hold office.

How do we change our bylaws?

The process for making changes (also called amendments) to the bylaws should actually be written into your bylaws from the start. Parent groups should review their bylaws each year and be ready to update them at least every three years. This is the best way to make sure they fit your group’s current needs and avoids a situation where officers might feel like they can ignore the bylaws because they’re “so out-of-date.”

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 an amendment to pass, at least two-thirds of the people voting need to approve it.

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Can a teacher serve on the board? What about a grandparent or a person with no children at our school?

This is a two-parter. First, find the section in your bylaws that defines who is allowed to run for office or serve as a board member; typically it’s a “member in good standing,” although some bylaws include stricter guidelines like serving as a committee member first.

Then, find the section that defines who is a member in good standing. For example: “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. 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.”

If the person you’re asking about qualifies according to the bylaws, then the answer is yes, she can serve on the board.

Can a treasurer (or other officer) hold two positions?

If your bylaws don’t specifically exclude it, then it’s fine for one person to hold more than one office. In fact, in an organization as small as a school PTO often is, it’s pretty common for a vice president to also serve as treasurer, or for a treasurer to fulfill the duties of the secretary at the same time.

We have an officer role to fill, but only the current person is interested in serving and she’s reached her term limits, according to our bylaws. What do we do?

In this situation, the empty office is considered a vacancy. Your bylaws should detail what steps can be taken to fill an officer vacancy; if they don’t, think about amending them to cover this situation. Often the executive board will be allowed to appoint a qualified member (even one who has hit the term limits) to serve for a year or until the next regularly scheduled election. Whatever your bylaws say, be clear in your meeting minutes about the steps taken and the reason why.

We have several PTO groups that are each part of a multi-PTO umbrella organization. If the subgroups have their own bylaws, does the umbrella need separate bylaws?

If you have a central organization (the umbrella group) and then subordinate organizations under it, the subgroups would actually use the bylaws of the umbrella group; there should be one set of bylaws that govern the umbrella group as well as all the subgroups. (Where there’s room for interpretation in the bylaws, the subgroups could then have their own standing policies, which are less formal than bylaws.)

One of our officers keeps getting into mean-spirited arguments with people. Can we kick her off the board?

Look in your bylaws for the section about officers and elections—there should be a subsection about removal from office. Does it say something like “officers can be removed from office with or without cause”? If so, you’d just need to follow your own requirements in terms of voting. Another common way to phrase it is “officers can be removed for failure to perform the duties of their office.” In this case, you’d have to check the job descriptions outlined in the bylaws to see whether being kind is included as a duty of office.

In either situation, your members would take a vote to remove the officer at a general meeting; if at least two-thirds of the voters are in favor, then that officer can be kicked off.

If your bylaws don’t give any specifics about how to remove an officer, then you’ll just have to stick it out until the term is up—and this would be another good place to amend your bylaws.

One of our board members completely ignores our group’s bylaws (taking votes without a quorum, last-minute meetings, etc.). What are we supposed to do?

Violating the bylaws is a serious matter; these bylaws make up the legal document for running your parent group, which is why it’s so important to review them regularly, make sure they’re a good reflection of how your group can be managed effectively, and make them widely available to members. Not following these laws of your organization can put its status as a nonprofit or tax-exempt organization at risk, and it can also make the officers in question personally liable if someone decides to sue your parent group.

In a more immediate sense, it can seriously undermine your group’s ability to recruit and retain involved parents and volunteers: Why should parents give their energy to a group that appears to be run by officers who are more interested in themselves than in the good of the organization?

There’s a lot of variation in how bylaws are written and what kinds of behaviors they specifically include or exclude, though. So if you think you’ve seen a bylaw violation, we recommend following these steps:

  1. Make sure a violation actually took place. Request a copy of the most recent bylaws and any other standing rules or policies that govern the parent group.

  2. Give the officer the benefit of the doubt. If there is a bylaw being broken, first assume that the officer isn’t familiar enough with the bylaws to know better. Talk privately with her and review the part of the bylaws you’re worried about. Make sure she knows that breaking the bylaws is a violation of her responsibility as an officer of the organization.

  3. Talk with other officers or the principal. If you can’t get the rule-breaker to take the issue seriously, bring it up with the rest of the officers on the board or with your school’s principal (or both). Stress again that bylaw violations are risky for the parent group and the officers involved.

  4. Try to remove the person from office. Good bylaws will include a process for executive board members or regular members to call a special meeting. If your bylaws allow members to remove an officer who doesn’t meet the duties of the office, this is the time to gather your allies and try to put that process into action.

  5. If necessary, resign from office yourself. This doesn’t mean giving up on your group—you can still volunteer, and you can even help out with the duties of your former office. But the executive board and elected officers have a special responsibility to keep the bylaws current and make a good faith effort to uphold them. If you are on the board and you can’t get your fellow officers to uphold the bylaws, you might decide that stepping down from your official board position is the only way to protect yourself.

Originally posted in 2018 and updated regularly.

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