Amity Regional High School PTSO, Incorporated
Date: November 13, 2013
Updated: April 2, 2020
ARTICLE I: OFFICES
The principle office of the Organization shall be located in Woodbridge, Connecticut, or at such other place as the Executive Board shall determine.
ARTICLE II: STATEMENT OF PURPOSE
To foster parent and teacher relationships and provide activities for students from Grades 9 through 12 at Amity Regional High School in Woodbridge, Connecticut.
ARTICLE III: MEMBERS
Section 1- Definition of Members. Members are any parent/guardian, faculty, or staff of Amity Regional High School who has paid the annual membership fee. All students are members.
Section 2 - Annual Meeting. Annual meetings for the members of Amity Regional High School PTSO, Incorporated (or “ARHS PTSO”) shall be held at such place and time in New Haven County, State of Connecticut as shall be designated by the President or Co-Presidents in June of each year, or any other date in lieu thereof, for the election of Executive Board members, when applicable, and for the transaction of any proper business, with a quorum of the Executive Board.
ARTICLE IV: EXECUTIVE BOARD
Section 1 - Powers. The Executive Board shall have the general management, care and control of the business, property and affairs of the Organization and shall consist of at least four (4) members, one (or two, if co-presidents are elected) of whom shall, whenever possible, be the ARHS PTSO President then serving on the ARHS PTSO Executive Board. The Executive Board may exercise all of the powers of the Organization, within the limits of the purposes of the Organization, Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future Internal Revenue Law), and these bylaws. The Executive Board may delegate any and all such powers as it sees fit, subject only to restrictions imposed by statute, government regulation, and these bylaws.
Section 2 - Election. The initial Executive Board and their respective terms of office shall be for a one-year term. Commencing on July 1st, and on the first day of July in each subsequent year, a retiring President of the ARHS PTSO shall become a Past President or Co-President of the ARHS PTSO, replacing the Past-President or Co-President whose term has just expired, and shall have a term of one (1) year.
Section 3 - Restrictions on Composition. At no time shall fifty percent (50%) or more of the entire voting power of the Executive Board be controlled directly or indirectly by one or more disqualified persons under Section 4946(a) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future Internal Revenue Law) ("the Code"), other than organizations described in Section 509(a)(1) or (2) of the Code.
Section 6 - Vacancies. Any vacancy occurring on the Executive Board by the resignation or removal of a member may be filled by appointment by the remaining Executive Board members for the unexpired portion of the term at any board meeting of the Executive Board.
Section 7 - Meetings and Notice. Meetings of the Executive Board shall be held within the State of Connecticut and shall be called by the President (or Co-Presidents), or by at least a majority of all the members of the Executive Board. Each Executive Board member shall receive a reasonable written (email) or oral notice of each meeting, such notice to be received by each Executive Board member no less than 48 hours prior to the meeting, including the general purpose or purposes for which such meeting is called, except no separate notice is required if a meeting of the Board is held in conjunction with the Annual Meeting.
Section 8 - Waiver of Notice of the Executive Board Meetings. Notice of any meeting of the Executive Board may be waived by any or all of the persons entitled to notice by written waiver filed with the Secretary of the Organization either before or after such meeting and, if any Executive Board member present at a meeting of the Executive Board does not protest the lack of proper notice prior to or at the commencement of the meeting, he or she shall be deemed to have waived such notice of such meeting.
Section 9 - Quorum-and-Manner of Acting. Unless otherwise required by these bylaws, the quorum necessary for the transaction of all business shall consist of a majority of the members of the Executive Board. If a quorum is present, the vote of the majority of those Executive Board members present and voting shall be the act of the Executive Board. An Executive Board member may participate in a meeting of the Executive Board by means of conference telephone, or other device enabling all officers participating in the meeting to hear one another, and such participants shall constitute presence in person at such meeting.
Section 10 - Written Consent. If all the Executive Board members, severally or collectively, consent in writing to any action taken or to be taken by the Organization, the action shall be valid as though it had been authorized at a meeting of the Executive Board. Such written consent or consents shall be filed by the Secretary in the minutes of the Organization.
ARTICLE V: OFFICERS
Section 1 - Number and Title. The Officers of the Organization shall be elected from among the Executive Board members by a majority of the Executive Board present in person at the first meeting following each annual meeting of the membership, to hold office until their term of office has expired and until their successors shall have been duly elected and qualified. The Officers of the Organization shall be a President or Co-Presidents, who shall also serve as the Chairman of the Executive Board; a Vice President; a Secretary; and a Treasurer, and such other officers as the Executive Board may from time to time deem necessary or advisable. The offices of Secretary and President, and the offices of Treasurer and President, shall not be held simultaneously by the same person.
Section 2 - Duties and Powers. The respective officers of the Organization shall perform such duties and possess such powers as are ordinarily performed and possessed by similar officers in similar organizations, and shall perform such other duties and possess such other powers as may from time to time be conferred on or assigned to them by the Executive Board, subject to the laws of the State of Connecticut.
Section 3 - Resignation. Any officer of the Organization may resign at any time by giving written notice to the Organization to its email address and to the Secretary of the Organization. Such resignation shall take effect at the time specified therein; and, unless otherwise specified in such resignation, the acceptance of such resignation shall not be necessary to make it effective.
Section 4 - Removal. Subject to Article VII, any Officer of the Organization may be removed, with or without cause, by a vote of majority of the entire voting Executive Board, excluding the vote of the Officer being removed. The Officer so removed shall continue to serve his or her term as officer.
Section 5 - New Officers and Vacancies. New offices and vacant offices may be filled from among the Directors by a majority of the Executive Board members present in person at any meeting of the Executive Board, for the unexpired portion of the term.
Section 6 - Agents and Attorneys. The Executive Board may appoint such agents and attorneys, with such powers, and to perform such acts and duties on behalf of the Organization, as the Executive Board may determine.
ARTICLE VI : REMOVALS
No Executive Board member, officer or committee member of the Organization shall be removed, or shall be prevented from election or appointment, and no member or prospective member of the Organization shall be denied membership, on account of race, creed, color, national origin, ancestry, sex, sexual orientation, marital status, age, genetic information, criminal conviction record, disability, or on account of any other criteria prohibited with respect to state agencies under Section 46a-71 of the Connecticut General Statutes, unless the mental disorder or physical disorder prevents adequate performance.
ARTICLE VII: FINANCE
Section 1 - Fiscal Year. The fiscal year of the Organization shall begin on the first day of July and end on the last day of June of each year.
Section 2 - Depositories. All funds of the Organization shall be deposited to the credit of the Organization in such banks or depositories under such terms and conditions as may be determined by the Executive Board.
Section 3 - Books and Records; Financial Report. The Organization shall maintain correct and complete records of account according to generally accepted accounting principles and shall keep minutes of the proceedings of the members and the Executive Board. At least once a year, the Organization shall prepare a balance sheet presenting the financial condition and a statement of receipts and disbursements of the Organization as of the last day of the fiscal year. Such financial statements shall be kept at the principle office of the Organization.
Section 4 - Investments. The property, assets and funds of the Organization may be invested in support of its purposes in such shares of stock, whether common or preferred, bonds, notes, mortgages, or other securities or other personal property or real estate as the Executive Board may from time to time authorize and approve, without restriction or limitation by reason of any statute or rule of law.
ARTICLE VIII: INDEMNIFICATION AND LIABILITY
Section 1 - Indemnification. The Organization shall indemnify Executive Board members and officers of the Organization to the fullest extent permitted by the Laws of the State of Connecticut, as amended from time to time, but in each case only upon determination that indemnification is proper in the circumstances because the applicable standard of conduct is set forth in such laws that has been bet. The indemnification provided for in this Article shall continue, as to a person who has ceased to be a Executive Board member of the Organization, and shall inure to the benefit of heirs, executors and administration of such a person.
Section 2 - Liability. A Executive Board member of the Organization shall not be liable to it for breach of duty as an Executive Board member, or officer, for monetary damages, except to the extent such exemption from liability or limitation thereof is not permitted under the Connecticut laws, as currently in effect or as the same may hereafter be amended. No amendment, modification or repeal of this provision shall adversely affect any right or protection of an Executive Board member that exists at the time of such amendment, modification or repeal.
ARTICLE IX: CONFLICTS
Section 1 - Excess Benefits. No Executive Board member or officer of the Organization may engage in any excess benefit transaction as defined in Section 4958 of the Internal Revenue Code of 1986, as amended.
Section 2 - Compliance. The Executive Board shall comply with the provisions of Sections 1127-1130 of the Connecticut General Statutes, as amended, regarding "conflicting interest" transactions. The Executive Board may adopt appropriate policies and procedures to implement this Section, and such policies and procedures may only be amended by the same vote required to amend these bylaws.
ARTICLE X: DISSOLUTION
The Organization may, at any time, be dissolved by a resolution adopted by two thirds(2/3) of the members present at a duly held Special Meeting for that purpose, provided that the notice requirements contained in ARTICLE IV, Section 7 of these bylaws have been met. Upon the termination, dissolution or final liquidation of the Organization in any manner or for any reason, the Executive Board shall, after paying or making provisions for the payment, satisfaction or discharge of all liabilities and obligations of the Organization, dispose of all its assets exclusively for the purposes of the Organization in such a manner, or to such organizations operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future Internal Revenue Law), or to any governmental unit described in Section 170(c)(l) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future Internal Revenue Law) for a public purpose as the Executive Board determines.
ARTICLE XI: AMENDMENTS
Section 1- General Powers. These By-laws may be amended, repealed or added to, and new bylaws, not inconsistent with its purposes, its classification as an exempt organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or any law, may be adopted by resolution at any meeting of the Executive Board, notwithstanding ARTICLE IV, Section 9, by a two-thirds vote of the entire voting Executive Board, provided that the notice requirements contained in ARTICLE IV, Section 7 of these bylaws has been met, and a copy of all proposed text changes or additions for review has been mailed to the Executive Board members in accordance with such notice provision
Section 2- Non.-Profit Status Restrictions. The Executive Board shall have no power to amend or repeal these bylaws in such manner as to permit any Executive Board member, officer, agent, attorney, or employee of the Organization to receive any compensation or pecuniary profit form the operations of the Organization (except reasonable compensation for services actually rendered to the Organization in effecting one or more of its purposes, or to receive any part of the property or assets of the Organization upon dissolution or termination.
Dated at Woodbridge, Connecticut November 13, 2013. Last updated April 2, 2020.