Bylaws of Braeside School Parent Teacher Organization

An Illinois Not For Profit Corporation

As adopted on May 20, 2004

 

ARTICLE I

Name

This corporation shall be known as Braeside School Parent Teacher Organization

(hereinafter sometimes referred to as “the corporation” or the “PTO”).

 

ARTICLE II

Purposes

Section 1: PURPOSES. The corporation is organized for charitable and educational

purposes within the meaning of Section 501©(3) of the Internal Revenue Code of 1986, as

amended (“Code”) or corresponding provisions of any subsequent federal tax laws.

Upon dissolution of the corporation, all corporate assets shall be distributed to any

successor organization to the corporation approved by the PTO’s Executive Committee, if such

successor should be formed; if there is no successor to the PTO so approved by the Executive

Committee, then to Braeside School, if then in existence; otherwise to such organization or

organization selected by the Executive Committee which are organized and operated

exclusively for religious, charitable, scientific, literary or educational purpose, or for the

prevention of cruelty to children, no part of the net earnings of which inures to the benefit of any

private shareholder or individual.

Section 2: MISSION STATEMENT. The PTO shall promote the goals expressed

in the Mission Statement adopted by the Braeside faculty: “The mission of Braeside School is to

provide children with an educational environment that fosters the greatest possible development

of their potential, thus enabling them to realize their contributions to self and society.”

Section 3: STATEMENT OF BELIEFS. The PTO shall promote the Statement of

Beliefs adopted by the Braeside faculty:

a) We believe that each child is unique and possesses self-worth.

b) We believe that all children can and want to learn.

c) We believe that children learn best in a safe, secure, and nurturing environment.

d) We believe in the importance of the whole child – intellectual, emotional, social,

physical and creative.

Section 6: NOTICE OF MEETINGS. In the case of a regular meeting of the PTO, at

least five days written notice shall be given to all PTO members. In the case of a special

meeting or a meeting adjourned to a later date pursuant to Section 7 of this Article, as much

notice as is practical shall be given to all PTO members prior to the meeting. Any notice of a

results, special or adjourned meeting shall state the day, place and time of the meeting and the

purpose or purposes for which the meeting is called.

Section 7: QUORUM. Twelve members of the PTO attending any meeting in person

or by proxy, shall constitute a quorum. If a quorum is not present, a majority of the members

present may adjourn the meeting to a later date.

Section 8: VOTING REQUIREMENTS. An act by a majority of the PTO members

attending a meeting at which a quorum is present shall be an act of the PTO; provided however,

that a two-thirds majority vote of the members attending any meeting shall be necessary to

approve: (a) an amendment to the Articles of Incorporation or these Bylaws, as provided in

Section 1 of Article X of these Bylaws or (b) the issuance of any statement consistent with the

purpose of the PTO and in support of or against legislation or other public issues affecting the

welfare of the Braeside School community.

 

ARTICLE IV

Executive Committee

Section 1: EXECUTIVE COMMITTEE. The Executive Committee shall consist of the

PTO officers (as defined in Section 1 of Article V), the immediate Past President of the PTO,

who shall act as Parliamentarian (if said person is still a member of the PTO), and the Principal.

Section 2: DUTIES AND POWERS OF THE EXECUTIVE COMMITTEE. The

business and affairs of the PTO shall be managed by its Executive Committee. In addition, the

Executive Committee shall have such duties and powers as may be delegated to it from time to

time by the members of the PTO.

Section 3: EXECUTIVE COMMITTEE MEETINGS. Meetings of the Executive

Committee may be called by the President or by any three members of the Executive

Committee at any time. Meetings may be opened to members of the PTO or other persons in

the discretion of the Executive Committee.

Section 4: NOTICE. At least two day’s written or verbal notice of each Executive

Committee meeting shall be given to all members of the Executive Committee; provided,

however, that a majority of the members of the Executive Committee may consent in writing or

verbally to a shorter notice period if, in their discretion, the shorter period is warranted by

unusual circumstances. Any notice shall state the day, place and time of the meeting as well as

the purpose or purposes for which it is called.

Section 5: QUORUM. A quorum shall exist when a majority of Executive Board

offices are represented at any meeting of the Executive Committee. If a quorum is not present,

a majority of the Executive Committee members present may adjourn the meeting to a later

date.

Section 6: VOTING REQUIREMENTS. An act by a majority of the members of the
Executive Committee attending a meeting at which a quorum is present shall be an act of the
Executive Committee.

 

ARTICLE V
Officers

Section 1: OFFICERS. The Officers of the PTO shall be a President, an
Administrative Vice President, up to three Ways and Means Vice Presidents, a Treasurer, a
Recording Secretary, and a Corresponding Secretary. In the discretion of the Nominating
Committee provided for in this Article, two persons may share an office other than Ways and
Means. No officer of the PTO shall be eligible for election to the same office for more than two
consecutive years.
Section 2: PRESIDENT. The President shall be the principle executive officer of the
PTO, shall supervise the business and affairs of the PTO, and shall be an ex-officio member of
all PTO committees. The President shall preside at all meetings of the members, and the
Executive Committee. The President shall sign contracts or other documents which the
President may be required by law to sign or execute, or the execution of which shall have been
authorized by the Executive Committee, unless the signing and execution thereof shall have
been delegated by the Executive Committee expressly to some other officer or agent of the
PTO. The President shall also perform such duties as may be prescribed by the Executive
Committee from time to time.
Section 3: ADMINISTRATIVE VICE PRESIDENT. The Administrative Vice President
shall perform the duties of the President in said person’s absence, and when so acting, the
Administrative Vice President shall have all the powers of the President. The Administrative
Vice President shall be responsible for committees that are not fundraising in nature. The
Administrative Vice President shall be responsible for coordinating the Nominating Committee
described below, and for coordinating the selection of committee chairpersons and members as
provided in Section 2 of Article VI of these Bylaws. The Administrative Vice President shall
perform such other duties as may be assigned to said person from time to time by the President
or by the Executive Committee.
Section 4: WAYS AND MEANS VICE PRESIDENTS. The Ways and Means Vice
Presidents shall be responsible for all fundraising activities.
Section 5: TREASURER. The Treasurer shall have charge and custody of, and shall
be responsible for, all PTO funds and securities, and shall deposit such funds in the name of the
PTO in such banks, trust companies, or other depositories as shall be selected by the Executive
Committee. The Treasurer shall chair a Budget Committee consisting of all members of the
Executive Committee and shall notify the PTO membership of Budget Committee meetings so
that the members may submit any written suggestions to said committee. The Treasurer shall
also perform all duties customarily incident to that office and such other duties as may be
assigned to the Treasurer from time to time by the President or by the Executive Committee.
All monies collected by any committee within the first 20 days of any calendar month
shall be tendered by that committee’s chairperson to the Treasurer on or before the last day of

that calendar month. Any monies collected by any committee after the 20

th day of any calendar
month shall be tendered to the Treasurer by the last day of the following calendar month. All
monies so collected by the Treasurer shall be deposited within 10 business days of the
Treasurer’s receipt thereof.
When accepting monies from any committee chairperson, the Treasurer shall count the
monies in the presence of said committee chairperson and a receipt shall be written at that time.
Both the Treasurer and the committee chairperson shall retain copies of the receipt. In the
event that the Treasurer accepts money without counting it and writing a receipt therefor, the
Treasurer shall be responsible for any discrepancies in the account.
Checks for any PTO account shall require two signatures. At no time shall blank checks
be signed by the Treasurer or any other executive officer.
Section 6: RECORDING SECRETARY. The Recording Secretary shall record
attendance at all meetings of the PTO membership, the Executive Committee and the Budget
Committee; shall record and keep the minutes of such meetings in one or more books provided
for that purpose; shall be custodian of the corporate records and of the seal of the corporation;
and in general shall perform all duties customarily incident to that office and such other duties as
may be assigned to the Recording Secretary from time to time by the President or by the
Executive Committee.
Section 7: CORRESPONDING SECRETARY. The Corresponding Secretary shall
give all notices required by these Bylaws, or by law; shall keep a register of the addresses of the
members; and in general shall perform all duties customarily incident to that office and such
other duties as may be assigned to the Corresponding Secretary from time to time by the
President or by the Executive Committee.
Section 8: ELECTION OF OFFICERS. The officers of the PTO shall be elected
annually by the members of the PTO at the annual meeting. Candidates for officers positions
shall be nominated as provided in Section 10 of this Article. Each officer so elected shall take
office at the first meeting of the members of the PTO following the election, and shall assume
the duties of the office as described in this Article after that meeting. Each officer so elected
shall hold office until; (a) the officer’s death, resignation or disability; (b) the officer ceases to be
a member in good standing; or (c) the officer’s successor shall have been duly elected and shall
have assumed the office. (amended – attached)
Section 9: VACANCIES. If any PTO office becomes vacant, the Executive
Committee shall appoint a successor to complete the unexpired portion of the term of said
office.
Section 10: NOMINATING COMMITTEE.
(a) The Administrative Vice President shall prepare a notice to the PTO membership, soliciting
names of members interested in serving on the Nominating Committee. In addition, the
Administrative Vice President shall concurrently prepare a notice to the PTO membership
soliciting names of members interested in being a PTO officer and setting forth a list of the
specific offices available, as well as information on the date, time and place of the election of
officers. Both of the aforesaid notices shall be included in each bulletin distributed by

Braeside School during the month of February, and shall be distributed at the February PTO
meeting. The responses shall be collected by the Administrative Vice President. If the
aforesaid notices do not generate sufficient candidates to serve on the Nominating
Committee or to run for PTO offices as the case may be, the Administrative Vice President
shall solicit further candidates prior to or at the March PTO meeting.
(b) At the PTO meeting immediately proceeding the annual meeting the Administrative Vice
President shall present the candidates for election to the Nominating Committee. The
Nominating Committee shall be elected by a majority of those present at the PTO meeting
immediately preceding the annual meeting. The Nominating Committee shall consist of a
maximum of seven members and shall include (a) the outgoing PTO President, if the
President is not seeking nomination to a PTO office for the following year, or if the outgoing
President is seeking nomination, then (b) the immediate past PTO President, if such person
is a member of the PTO. No person seeking nomination to a PTO office shall be eligible to
serve on the Nominating Committee.
(c) The Nominating Committee shall elect a chairperson. The job of the Nominating Committee
shall be to select a slate of officers to run for office for the upcoming school year. The slate
of officers selected by the Nominating Committee shall be presented to the PTO
membership for election at the PTO’s annual meeting. The foregoing notwithstanding,
additional nominations may be made at the annual meeting by any member of the PTO.
With respect to any office for which there are more nominees than offices to be filled,
separate written ballots shall be taken and the candidate who receives a majority of the
votes shall be elected. If the number of nominees does not exceed the number of offices to
be filled, the nominees may be elected as a group by voice vote of the members.

 

ARTICLE VI
PTO Committees

Section 1: SOLICITATION OF INTEREST IN SERVING AS COMMITTEE
CHAIRPERSON OR COMMITTEE MEMBER. After the election of officers, the Administrative
Vice President shall prepare a notice to the PTO membership soliciting interest in serving as a
chairperson or member of the PTO committees. The notice shall include a list of all standing
PTO committees and descriptions of their respective responsibilities. The notice shall be
included in at least two bulletins distributed by Braeside School during the weeks following the
election. The responses shall be collected by the Administrative Vice President.
Section 2: SELECTION OF COMMITTEE CHAIRPERSONS AND MEMBERS.
Appointments of committee chairpersons and committee members shall be made at the
discretion of the Executive Committee.
Section 3: VACANCIES. The President may appoint a new committee chairperson to
fill an unexpired portion of the term of any vacant chairperson position.

 

ARTICLE VII

Authority To Act On Behalf Of The PTO

Section 1: DELEGATION OF AUTHORITY BY EXECUTIVE COMMITTEE. The
Executive Committee may authorize any officer(s) or agent(s) to enter into any contract, or to
execute and deliver any instrument, on behalf of the PTO. Such authority may be general or
limited to specific transactions.
Section 2: SIGNING OF DOCUMENTS. All checks, drafts, or other orders for
payment of money, notes, or other evidences of indebtedness, issued on behalf of the PTO,
shall be signed by such officer(s) or agent(s) of the PTO, and in such manner, as shall be
determined from time to time by resolution of the Executive Committee; provided, however, that
a minimum of two signatures shall be required as provided in Section 5 of Article V of these
Bylaws.
Section 3: DEPOSIT OF FUNDS. All PTO funds not otherwise employed shall be
deposited from time to time to the PTO’s credit in such banks, trust companies, or other
depositories, as the Executive Committee shall determine.
ARTICLE VIII
Fiscal Year; Corporate Seal

Section 1: DEFINITION OF FISCAL YEAR. The PTO’s fiscal year shall be from July 1st through the following June 30th.

Section 2: CORPORATE SEAL. The Executive Committee shall provide a corporate
seal which shall be in the form of a circle, and which shall have inscribed thereon the name of
the PTO and the words: “Corporate Seal, Illinois.”

ARTICLE IX

Indemnification of Members of the Executive Committee

(a) The corporation shall indemnify each member of the Executive Committee who was or is a
party or is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative (other than an
action by or in the right of the corporation) by reason of the fact that he is or was a member
of the Executive Committee, against expenses (including attorneys’ fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him or her in connection
with such action, suit or proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his or her conduct
was unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had reasonable cause to believe that his
or her conduct was unlawful.

(b) The corporation shall indemnify each member of the Executive Committee who was or is a
party or is threatened to be made a party of any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by reason of the
fact that he is or was a member of the Executive Committee, against expenses (including
attorneys’ fees) actually and reasonably incurred by him or her in connection with the
defense or settlement of such action or suit if he acted in good faith and in a manner he
reasonable believed to be in or not opposed to the best interests of the corporation and
except that no indemnification shall be made in respect of any claim, issue or matter as to
which such member of the Executive Committee shall have been adjudged to be liable for
negligence or misconduct in the performance of his or her duty to the corporation unless and
only to the extent that the court in which such action or suit was brought shall determine
upon application that, despite that adjudication of liability but in view of all the circumstances
of the case, such member of the Executive Committee is fairly and reasonably entitled to
indemnity for such expenses which such court shall deem proper.
(c) To the extent that a person who is or was a member of the Executive Committee, or agent of
that corporation, has been successful on the merits or otherwise in defense of any action,
suit or proceeding referred to in paragraphs (a) and (b) of this article, or in defense of any
claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’
fees) actually and reasonably incurred by him or her in connection therewith.
(d) Any indemnification under paragraphs (a) and (b) of this Article (unless ordered by a court)
shall be made by the corporation only as authorized in the specific case upon a
determination that indemnification of the member of the Executive Committee is proper in
the circumstances because he or she has met the applicable standard of conduct set forth in
paragraphs (a) and (b). Such determination shall be made (1) by the Executive Committee
by a majority vote of a quorum consisting of members of the Executive Committee who
were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable,
or, even if obtainable nut a quorum of disinterested member of the Executive Committee so
directs, by independent legal counsel in a written opinion, or (3) by the members.
(e) The indemnification provided by this article shall not be deemed exclusive of any other rights
to which a member of the Executive Committee seeking indemnification may be entitled
under any statute, provision in the corporation’s Articles of Incorporation, bylaw, agreement,
vote of members or disinterested member of the Executive Committee or otherwise, both as
to action in his or her official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a member of the Executive
Committee and shall inure to the benefit of the heirs, executors and administrators of such a
person.
(f) The corporation shall have power to purchase and maintain insurance on behalf of any
person who is or was a member of the Executive Committee, and any or agent of the
corporation, against any liability asserted against him or her and incurred by him or her in
any such capacity, or arising out of his or her status as such, whether or not the corporation
would have the power to indemnify him or her against such liability under the provisions of
this article.

(g) No provision of this article shall be valid or enforceable to the extent that it constitutes or is
deemed to constitute an impermissible act of “self-dealing” for the purposes of section
4941(d) of the Code. The invalidity or unenforceability of any such provision shall not affect
the validity or enforceability of the remaining provisions of this article.

 

ARTICLE X

Amendment of Articles of Incorporation or Bylaws

Section 1: TWO-THIRDS MAJORITY VOTE FOR AMENDMENT OF ARTICLES OF
INCORPORATION OR BYLAWS. The PTO’s Articles of Incorporation or these Bylaws may be
amended by the affirmative vote of two-thirds of the PTO members present at any regular PTO
meeting at which a quorum is present.
Section 2: NOTICE REQUIREMENTS. Written notice of proposed amendments to the
Articles of Incorporation or these Bylaws shall be given to all PTO members at least seven days
prior to the meeting at which they are scheduled to be voted upon. Notice shall be specify the
existing and proposed terms to be considered. Notice shall also state the day, time and place of
the meeting at which the proposed amendments will be voted upon.
Section 3: ANNUAL REVIEW OF BYLAWS. These Bylaws shall be reviewed annually by
the Executive Committee within 30 days of taking office.

Amendment to the
Bylaws of

Braeside School Parent Teacher Organization
An Illinois Not for Profit Corporation
As Adopted on May 20, 2004

Amend as follows:

ARTICLE V

Section 8: ELECTION OF OFFICERS. The officers of the PTO shall be elected annually by the
members of the PTO at the PTO annual meeting. Candidates for each officer positions shall be
nominated as provided in Section 10 of this Article. Each officer so elected shall take office on
the day after the end of the school year in which the election is held, and shall assume the
duties of the office as described in this Article on that date. Each officer so elected shall hold
office until: (a) the officer’s death, resignation or disability; (b) the officer ceases to be a member
in good standing; or (c) the officer’s successor shall have been duly elected and shall have
assumed office.

Adopted on January 18, 2007

Attest: Kathryn Burge (acting Recording Secretary) - signature
(retyped 4/1/19 S. Nielsen)

Amendment to the
Bylaws of

Braeside School Parent Teacher Organization
An Illinois Not for Profit Corporation
As Adopted on April 1, 2022

Amend as follows, all other Articles and Sections remain in full force and effect:

ARTICLE V
Officers

Section 1: OFFICERS. The Officers of the PTO shall be up to two Presidents, up to
three Administrative Vice Presidents, up to three Ways and Means Vice Presidents, up to
three Treasurers, up to three Recording Secretaries, and up to three Webmasters/Directors of
Social Media.
No officer of the PTO shall be eligible for election to the same office for more than two
consecutive years, except under the following circumstances and with a 2/3 vote of the
Officers:

1) If a position only has one individual and no other individuals are interested in
continuing or joining that position; or
2) If a position has two individuals who are brand new to the position and it is in the
best interest of the PTO to have a veteran Officer continue in that position; or 3) If a
position has no Officers and there is no interest of any members to join that
position; or
4) Other circumstances that are unanticipated that make it necessary to have an
Officer serve for three consecutive years.
When these circumstances occur, the PTO must be provided notice and there must be a
vote with 2/3 of the Officers voting in favor of an additional year term.
Under no circumstances may any Officer serve for more than three consecutive years in
any position. Under no circumstances may a President serve for more than two consecutive
years.
Section 7: WEBMASTER/DIRECTOR OF SOCIAL MEDIA. The Webmaster/Director of
Social Media shall give all notices required by these Bylaws, or by law; shall keep a register of
the addresses (and e-mail address when provided) of the members; and in general shall
perform all duties customarily incident to that office and such other duties as may be assigned to

the Webmaster/Director of Social Media from time to time by the President or by the Executive
Committee.
The Webmaster/Director of Social Media will be responsible for maintaining the PTO
website, updating it with the necessary information and notices, and providing access to
documents required by these Bylaws, or by law. The Webmaster/Director of Social Media
will also provide communications and information through the PTO social media as
requested by the Officers.

Adopted on April 1, 2022
Attest: Allie Davidson (acting Recording Secretary)