Article I – Name

Section 1. Name.​ The name of the organization is the Indian Hill School District Parent Teacher Organization, hereinafter referred to as the “IH PTO.”
Section 2. Office.​ The principal office of the IH PTO shall be located in the County of Hamilton, State of Ohio.

Section 3. Not-for-Profit Status.

All of the assets and earnings of the IH PTO shall be used exclusively for purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended and any successor Internal Revenue laws of the United States of America.

No part of the net earnings of the IH PTO shall benefit or be distributable to any officers or other private persons, except that the IH PTO is authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its purposes.

Article II – Purpose

The IH PTO is organized for the purpose of supporting the education of children at all Indian Hill Schools by fostering relationships among the school, parents, and teachers.

Article III – Members

Section 1.​ Any parent, guardian, or other primary caregiver (e.g. a grandparent) that has a child(ren) currently enrolled in the District and who pays annual dues may be a member. Any principal, administrator, or teacher employed at any school within the District may also be a member.

Section 2.​ Dues will be established by the Executive Board (“EB”), which consists of the officers of the IH PTO. A member (one per family) must have paid his or her dues in order to be considered a member in good standing.

Article IV – Officers and Cabinet Members

Section 1. Officers​. The officers of the IH PTO consist of: the President, Vice President, Treasurer, Capital Grants Treasurer, Membership Chair, Communications Chair, Secretary, and the school Directors (one for each of the four schools). ​Only IH PTO members in good standing (who have paid their annual dues at least 14 calendar days prior to appointment and who remain an active member during the tenure of their term) shall be eligible to serve as an officer.

The following is a list of specifically enumerated qualifications and responsibilities for all IH PTO officers. ​THIS LIST IS NOT INTENDED TO BE AN EXHAUSTIVE LIST OF ALL RESPONSIBILITIES FOR ANY POSITION. IN ADDITION TO ALL DUTIES/RESPONSIBILITIES SPECIFICALLY SET FORTH IN THESE BYLAWS, EVERY OFFICER IS ALSO EXPECTED TO CARRY OUT ADDITIONAL TASKS OR RESPONSIBILITIES IN FURTHERANCE OF HIS/HER POSITION AND IN ACCORDANCE WITH THE SPIRT AND MISSION OF THE IH PTO.

President​. The President shall be elected pursuant to the prescribed nomination/election process outlined by these Bylaws. The President serves as the leader and key contact for the IH PTO and is specifically vested with the following duties/responsibilities:

to preside at all IH PTO meetings;
to coordinate the effort and work of all IH PTO officers and committees so that the PTO’s objectives can be met;
to preside over the Nominations and Elections process and shall serve as the chair of the Nominating Committee (“NC”). In serving in this capacity,

the President shall provide a written copy of the Nominations and Elections processes (set forth in these Bylaws and expounded by the governing IH PTO Guidelines) to all members of the NC at the first NC meeting. The President shall also review the governing processes with the NC prior to commencement of the nominations process. The President shall confirm the outcome of the NC voting process by recounting all ballots at the time votes are cast and prior to the announcement of any results. Thereafter, the President shall immediately communicate the election results to any newly elected Board member;

to create other committees in furtherance of the mission of the IH PTO; to serve as an ex-officio member of any committee;

to appoint chairperson(s) for any special committee(s) subject to EB approval; and
to attend all PTO General Meetings to ensure his/her visibility/availability to the parent constituency within the District.

The President shall serve a one-year term (beginning July 1st and ending on the following June 30th). No person may serve as a member of the EB in the year succeeding his/her term as President.

Vice President​. The Vice President shall be elected pursuant to the prescribed nomination/election process outlined by these Bylaws. The Vice President serves as an aide to the President and shall perform the duties of the President in the absence or inability of the President to carry out his/her responsibilities. The Vice President shall also assume other/further responsibilities as assigned by the EB.

Any candidate for Vice President must have, prior to his/her nomination, either served as an EB member or a primary chair of a PTO-sponsored event (including, but not limited to, Spring Fling, Holiday Market or Spotlight) or must have actively participated in chairing PTO-sponsored events.

The Vice President shall attend all PTO General Meetings to ensure his/her visibility/availability to the parent constituency within the District
The Vice President shall serve a two-year term (beginning July 1st and ending on

th​
June 30​ ) and shall transition to serve as President in the year immediately

following his/her service as Vice President.

Treasurer​. The Treasurer shall be elected pursuant to the prescribed nomination/election process outlined by these Bylaws. The Treasurer is responsible for, and shall maintain custody and/or control of, all IH PTO funds and accounts, including both After Prom and Capital Grants and is specifically vested with the following duties/responsibilities:

to submit to a background check prior to assuming office if requested; to ensure that IH PTO policies and best practices are followed;

to make timely disbursements as properly authorized. In this vein, two authorized signatures shall be required on any check over the amount of $500. Authorized signers shall be the Treasurer and either the President, Vice-President or Capital Grants Treasurer. No authorized signatory may write a check to him/herself.

to prepare relevant financial reports for each EB meeting and a summary report at the end of the IH PTO fiscal year;
to present a budget report to the PTO at the General meeting at the beginning and end of the year;

to request, if necessary, that a budget committee be appointed to assist with financial statements;
to prepare the books for audit and to supervise the preparation of appropriate annual state and federal tax forms, including IRS Form 1023 and copies of the organization’s annual information returns (currently IRS Form 990 or 990EZ);

to abide by all state and federal laws regarding members’ rights to view all tax forms; and
to attend all PTO General Meetings to ensure his/her visibility/availability to the parent constituency within the District

Except as provided hereinbelow, the Treasurer shall serve one- three-year term (beginning July 1st and ending on the following June 30th). They can serve up to three years with the Board’s approval.
Capital Grants Treasurer​. The Capital Grants Treasurer shall be elected pursuant to the prescribed nomination/election process outlined by these Bylaws. The Capital Grants Treasurer has access to capital grants funds at the beginning of each fiscal year (as defined in Article VIII, Section 7) and is specifically vested with the following duties/responsibilities:

to submit to a background check prior to assuming office if requested; to consult with the administrative team at each school concerning any

funding requests to be brought before the EB. Any request brought before the Board for approval must satisfy the purpose and intent of the Capital Grants’ mission as set forth in these Bylaws to provide innovative and creative opportunities that enrich a large number of students within the District;
to attend all EB meetings in order to apprise Board members of the status of all funding requests;
to report monthly to the IH PTO Treasurer concerning the status of capital grants’ requests and expenditures;
to timely distribute any funding request(s) approved by the EB. Any approved request in excess of $500.00 shall be disbursed by check signed by both the Capital Grants Treasurer and the IH PTO Treasurer
to plan and execute an annual fundraising event on behalf of the District. In furtherance of this responsibility, the Capital Grants Treasurer shall have the authority to appoint a Chair to carry out the planning and execution of this event. In all instances, however, the Capital Grants Treasurer shall ensure that the annual event is carried out, though he/she shall have the discretion to determine the precise timing and format of the event with the caveat that he/she shall consult with the EB prior to implementing any plans for the event.

Except as provided hereinbelow, the Capital Grants Treasurer shall serve a one- th ​

three-year term (beginning July 1st and ending on June 30​ ). They can serve up to three years with the Board’s approval.

Membership Chair​. The Membership Chair shall be elected pursuant to the prescribed nomination/election process outlined by these Bylaws. The Membership Chair organizes the annual IH PTO membership drive and the on-going processes to encourage membership and is specifically vested with the following duties/responsibilities:

to maintain accurate, up-to-date membership records and to make same available to the EB or to designated chairperson(s), when necessary, for the coordination and/or planning of PTO-sponsored events/activities;
to provide sign-up opportunities at all PTO meetings and/or activities or at any large scale District event(s) where prospective members may be present;

to coordinate end-of-year school supply orders with the school supply chairperson(s); and
to attend all PTO General Meetings to ensure his/her visibility/availability to the parent constituency within the District.

Except as provided hereinbelow, the Membership Chair shall serve a one-three year term (beginning July 1st and ending on June 30th). They can serve up to three years with the Board’s approval.

Communications Chair. ​The Communications Chair shall be elected pursuant to the prescribed nomination/election process outlined by these Bylaws. The Communications Chair maintains the IH PTO web site and is specifically vested with the following duties/responsibilities:

to submit emails and announcements to the Director of Communications for the District;
to review the status of all EB members and PTO appointees (i.e. Class Representatives, Room Parents, etc.) to ensure each is an active PTO member during his/her term of office or period of service;

to attend the NC meeting at which the votes are cast, although he/she shall not participate in the nominating or voting process and shall not communicate with any NC member concerning the eligible candidates; to collect all ballots at the final NC meeting and immediately identify all candidates receiving the most votes at the time of the vote;

to act as a liaison with other Indian Hill School District support groups; and
to attend all PTO General Meetings to ensure his/her visibility/availability to the parent constituency within the District.

Except as provided hereinbelow, the Communications Chair shall serve a one-three-year term (beginning July 1st and ending on June 30th). They can serve up to three years with the Board’s approval.

Secretary.​ The Secretary shall be elected pursuant to the prescribed nomination/election process outlined by these Bylaws. The Secretary shall prepare the meeting minutes for all EB meetings, as well as all IH PTO general meetings, and

shall forward the completed minutes to the communications chair within one week to place on the IH PTO website.

The Secretary shall attend all PTO General Meetings to ensure his/her visibility/availability to the parent constituency within the District
The Secretary shall serve a one- three-year term (beginning July 1st and ending

th​
on the following June 30​ ). They can serve up to three years with the Board’s

approval.

Section 2. Cabinet Members. ​Each school within the District shall be represented by an IH PTO Cabinet, which shall be comprised of the following members:

Primary School
PS Director

PS Program Chair
Kindergarten Class Representative

1st​ Grade Class Representative

2nd​ Grade Class Representative

Elementary School
ES Director

3​rd Grade Class Representative 

4​th Grade Class Representative 

5​th Grade Class Representative

Middle School

MS Director

MS Program Chair 

6​th Grade Class Representative 

7​th Grade Class Representative 

8​th Grade Class Representative

High School

HS Director
HS Program Chair
Freshman Class Primary Class Representative

Freshman Class Secondary Class Representative

Sophomore Class Primary Class Representative

Sophomore Class Secondary Class Representative

Junior Class Primary Class Representative
Junior Class Secondary Class Representative

Senior Class Primary Class Representative
Senior Class Secondary Class Representative

The following is a list of specifically enumerated qualifications and responsibilities for all Cabinet positions and related appointments. ​THIS LIST IS NOT INTENDED TO BE AN EXHAUSTIVE LIST

OF ALL RESPONSIBILITIES FOR ANY POSITION. IN ADDITION TO ALL DUTIES/RESPONSIBILITIES SPECIFICALLY SET FORTH IN THESE BYLAWS, EVERY CABINET MEMBER/APPOINTEE IS ALSO EXPECTED TO CARRY OUT ANY ADDITIONAL TASKS OR RESPONSIBILITIES IN FURTHERANCE OF HIS/HER POSITION AND IN ACCORDANCE WITH THE SPIRIT AND MISSION OF THE IH PTO.

Only PTO members in good standing (who have paid their annual dues at least 14 calendar days prior to appointment and who remain an active member during the tenure of their term) shall be eligible to serve as a Cabinet member or Appointee.

School Director.​ The School Director (“Director”) for each school shall be elected pursuant to the prescribed nomination/election process outlined by these Bylaws and is specifically vested with the following duties/responsibilities:

to serve as the primary liaison between the EB and the administration/Principal(s) for his/her school;
to take an active role during the NC process in the selection and appointment of his/her Program Chair;

to work in collaboration with his/her Program Chair to identify all Chairpersons for events at his/her school. He/she shall also take the lead to ensure that all volunteer positions/needs are filled/satisfied at his/her school during his/her term of office. Each Director and his/her Program Chair shall, by collective agreement, appoint the Class Representatives for their school, with the caveat that the Director shall inform the EB of the names of all prospective Class Representative candidates prior to making any final appointment;

to coordinate monthly Cabinet meetings with the Principal(s), Program Chair, and Class Representatives from his/her school. ​Cabinet members for each school shall meet no less frequently than twice per semester, even if no meeting is called/requested by school administration. ​Each Director shall provide timely notice of same to all Cabinet members;

to consult with the administrative team at his/her school concerning issues, ideas, and/or proposals to be brought before the EB. Importantly, the Cabinet at each school has no authority to unilaterally implement or dispense with any PTO-affiliated event/function and/or activity without prior EB approval voted on in accordance with the protocol set forth in these Bylaws​;

to report to the EB at each Board meeting concerning the events/activities for his/her school;
to attend all PTO General Meetings to ensure his/her visibility/availability to the parent constituency for each respective school; and

to make reasonable efforts to alternate attendance at Board of Education

meetings.
Any Director shall have a child enrolled in the school for which he/she is elected to serve.
Every Director shall serve a one-year term (beginning July 1st and ending on the following June 30th).

Program Chair. The Program Chair for each school shall be elected pursuant to the prescribed nomination/election process outlined by these Bylaws. The Program Chair

position is ​not a part of the EB and Program Chairs shall not attend PTO Executive Board meetings, though the Program Chair role carries with it the following duties/responsibilities:

to assist the Director in carrying out his/her assigned duties and responsibilities. Specifically, the Programs Chair shall collaborate with the Director to fill volunteer positions and appoint the Class Representatives for the following school year. At the Primary and Elementary Schools, the Program Chairs shall each assist his/her Director with the selection of room parents for all grade levels;

to assist the Membership Chair with the IH PTO membership drive;
to attend monthly Cabinet meetings with the administrative team at his/her school;
to attend all PTO General Meetings to ensure his/her availability to the Director and to the parent constituency for each respective school; and
to make reasonable efforts alternate attendance at Board of Education meetings.

Every Program Chair shall serve a two-year term (beginning July 1st and ending on June 30th) and shall transition to serve as Director for his/her school in the year immediately following his/her service as Program Chair.

Class Representatives. The Director and Program Chair for each school, by collective agreement, shall appoint the Class Representatives for their school, with the caveat that the Director shall inform the EB of the names of all prospective Class Representative candidates prior to making any final appointment. Class Representatives shall have the following duties/responsibilities:

to facilitate and promote effective communication and interaction between parents, the Cabinet, and school administration;
to assist the Director and Program Chair in carrying out their assigned duties and responsibilities and to serve as the primary liaison between the Cabinet members and the parent-constituency for each grade level. At the Primary and Elementary Schools, Class Representatives shall be responsible for the selection and appointment of the Contact Room Parent(s) for their respective grade levels. Class Representatives at the High School shall be responsible for chairing at least one event for their respective grade levels during each academic year of their appointment. There shall be no distinction in the authority or responsibilities of the Primary and Secondary Class Representatives at the High School;

to attend monthly Cabinet meetings with the administrative team at his/her school;
to attend all PTO General Meetings to ensure his/her availability to the Director and Program Chair and to the parent constituency for each respective school;

to make reasonable efforts alternate attendance at Board of Education meetings; and
to perform other duties as may be assigned by the Director and/or Program Chair.

Any Class Representative shall have a child enrolled in the grade for which he/she is appointed to serve.

All Class Representatives for the Primary, Elementary, and Middle Schools shall be appointed for a one-year term (beginning July 1st and ending on the following June 30th) and may not serve more than one consecutive term. Representatives for the High School shall also be appointed for a one-year term, however, any High School representative may be appointed to serve a second/consecutive one-year term upon the collective agreement of the Director and Program Chair. No High School representative may serve more than two consecutive one-year terms.

No person may hold more than one Class Representative position at a time.
In the event of a mid-year vacancy in any Class Representative position, the Director and the Program Chair, at their collective discretion, may appoint a new Representative to fill the vacancy for the remainder of the current term, with the caveat that the Director shall first inform the Board members of the vacancy so that the Board, with the input of the school administrative team, may collectively decide whether it is in the best interest of the school to fill the vacancy at that time.

Article V – Nominations and Elections

Section 1. Nominating Process.​ Prior to the commencement of the nominating process, the current Board shall circulate to all PTO members and to the District in general specific details/instructions concerning the solicitation of nominations for open Board positions. In order to be eligible, any candidate for nomination must be a member in good standing of the PTO at the time of his/her nomination

Section 2. Nominating Committee. N​ ominations for the Board shall be conducted by a nominating committee (the “NC”). The NC shall be chaired by the current school year President, whose position will be participatory but non-voting.

Members. The voting members of the NC shall be comprised of the current school year Vice-President (who will be President the following school year), the four (4) school Directors and Program Chairs, and four (4) non-board members (one from each school), selected by the collective input and agreement of the Director and Program Chair for each school, as well as an additional non-board member selected by the President. Any non-board member invited by the Director and Program Chair or by the President to participate in the NC meetings shall ​not be eligible to be nominated for any position during that year’s nomination and election process.

Voting Process. The NC shall meet for at least (2) meetings in February and March of each year in order to assemble a slate of eligible candidates for each open Board position. The names of all eligible candidates shall be presented at the first NC meeting. Prior to the final NC meeting (when all votes shall be cast), any eligible candidate must confirm his/her interest in serving the position for which he/she was nominated. Further, any eligible candidate shall receive and review the enumerated responsibilities for his/her position prior to confirming his/her willingness to serve in the position for which he/she was nominated. Any eligible candidate who confirms his/her interest and willingness to serve shall be placed on the voting ballot.

All NC meetings, processes, and communications shall be strictly confidential.
The members of the NC shall cast votes for the slate of eligible candidates by written ballot conducted in secret at the final meeting of the

NC. The Communications Chair shall attend the meeting at which the votes are cast, but shall not participate in the nominating or voting

process, nor shall he/she communicate with any NC member concerning pthe eligible candidates. The sole responsibility of the Communications Chair shall be to collect all ballots at the final meeting and to immediately identify those candidates with the most votes at the time of the vote. The President shall confirm the outcome of the voting process by recounting all ballots at the time votes are cast and prior to the announcement of any results.

The candidate with the most votes for each Board position shall be determined by a majority vote of all NC members. In the event that the initial vote does not result in a majority winner for any Board position(s), each NC members shall immediately re-cast his/her vote for said position(s) by new secret ballot, which lists only the two (2) names of the candidates receiving the most votes from the initial ballot.

The President shall immediately communicate the election results to any newly elected Board member.

Section 3. Eligibility.​ Members are eligible for office if they are IH PTO members in good standing at least 14 calendar days before the NC casts its vote. Members must indicate a willingness to serve before they are elected to office by the NC.
Section 4. Terms of Office.​ Officers’ terms begin at the start of the IH PTO fiscal year (as defined in Article IX, Section 7). The President’s term is for one year. The Vice-President’s term is for two years, with the assumption of the presidency in the year immediately following his/her service as Vice President. Each School Director term is for one year.

Term Limits.​ Except as otherwise provided herein, no person may serve more than two (2) consecutive terms as a member of the Executive Board. The following officers may serve up to three consecutive terms in the same office so long as the EB Board, by majority vote, approves: Treasurer, Capital Grants Treasurer, Membership Chair, Communications Chair, Communications Secretary. Each person elected shall hold only one office at a time.

Section 5. Resignations.​ Any officer may resign at any time by giving written notice to the President or Secretary of the IH PTO. The resignation will be effective upon receipt of the notice by the IH PTO.
Section 6. Removal.​ An officer may be removed from office by a two-thirds vote of the remaining officers, with reasonable cause, at an EB meeting. Removal will occur automatically upon the date of the action of the EB.

Section 7.Vacancies.​ A vacancy caused by removal or resignation shall be handled as follows: if there is a vacancy in the office of President, the Vice President shall become the president. At the next regularly scheduled EB meeting, a new Vice President may be elected. If there is a vacancy in any other office, the NC may fill the vacancy by committee recommendation to the EB and by election an election at the next regularly-scheduled EB meeting.

Section 8. Receipt of Property.​ On behalf of the IH PTO, the officers may receive and accept property by way of fundraising activities, gift, grant, bequest or devise, from any person, foundation, corporation, either public or private, governmental instrumentality, or otherwise. No gift, grant, bequest or devise of any such property shall be received and accepted if it shall, in the opinion of the officers, jeopardize the IH PTO’s not-for-profit status.

Article VI – Meetings

Section 1. General Membership Meetings.​ General meetings will take place ​as ​recommended by the officers, but no less than three times a year, at places and times specified by the IH PTO Board. Section 2. Special Meetings. ​May be called by the President, any two members of the EB, or five (5) general members by submission of a written request to the communications secretary. Notice of the special meeting shall be provided to all members at least ten (10) days prior to the meeting, by flyer, email, or phone call.

Article VII – Executive Board

Section 1. Membership​. The officers, as defined in Article IV, function as the Executive Board (“EB”). Section 2. Duties.​ The duties of the EB shall be to transact business between meetings in preparation for the general meetings, to ensure adherence to existing rules and policies, to create standing and temporary committees, to prepare and submit a budget to IH PTO members, to approve routine bills, and to prepare reports to IH PTO members.

Section 3.Board Meetings​. Board meetings will take place as set by the calendar during the course of the fiscal year, at places and times to be set by the EB, to occur not less than once every 45 calendar days. Special meetings of the EB may be called by any two (2) Board members, with 24-hour notice by email or by phone.

Section 4. Quorum​. A quorum for the EB consists of a majority of the officers. Section 5. Liability, Indemnification and Insurance.

Liability. T​ he officers of the IH PTO shall not be held liable or responsible for contracts, debts or defaults of the IH PTO in any sum whatsoever, nor shall any mere informality in the IH PTO have the effect of rendering these bylaws null or void or of exposing the officers to any liability.
Indemnification. ​IH PTO shall indemnify any person who was, or is, a party in any legal action by reason of the fact that the person is, or was, an officer of the IH PTO and who acted in good faith and in a manner that the person reasonably believed to be in the best interests of the IH PTO.
Liability Insurance.​ The IH PTO shall purchase and maintain liability insurance on behalf of the officers or agents of the IH PTO.

Article VIII – Committees and Chairpersons

Section 1. Membership​. Committees may consist of general members of the IH PTO members, along with EB members, with the president acting as an ex-officio member of all committees. Committees may be formed on an ​ad hoc​ basis as needed.
Section 2.​ All committee members and chairpersons shall be active IH PTO members during the period of their service.

Article IX – Finances

Section 1. Budget.​ A tentative budget shall be drafted in the spring of each fiscal year and submitted for approval at the last meeting of the fiscal year. Approval shall be by a majority vote of all members present.
Section 2.​ ​Financial Records.​ The Treasurer shall keep accurate and up-to-date records of any disbursements, income, and bank account information, which shall be available for review if/when requested. Monthly financial reports shall be presented to the EB, and a full report shall be presented to the general membership at each IH PTO meeting.

Section 3.​ ​Expenses and Deposits.​ The EB shall approve all expenses of the organization. Any funds not allocated or budgeted for use within the fiscal year shall be promptly deposited to the credit of IH PTO in such banks, trust companies or other depositories as the EB may deem appropriate.

Section 4. Authorized Signatures.​ Two authorized signatures shall be required on any check in excess of $500. Authorized signers shall be the Treasurer and either the President, Vice-President, or Capital Grants Treasurer. No authorized signatory may write a check to him/herself.
Section 5. Financial Statements.​ The treasurer shall prepare a financial statement at the end of the year, and may request that a budget committee be appointed to assist with the financial statement. Section 6. Funds upon Dissolution​. Upon the dissolution of the IH PTO, any remaining funds should be used to pay any outstanding bills and, with the membership’s approval, spent for the benefit of the school district.
Section 7.​ The fiscal year shall be July 1 to June 30.
Section 8. T​ he EB may authorize any officers or agents to enter into any contract or execute and deliver any instrument in the name of the IH PTO, as limited by these Regulations.
Section 9. C​ apital Grants

Purpose:​ The purpose of Capital Grants (“CG”) is to enhance our schools by providing learning opportunities that cannot be offered through normal Indian Hill School District budget avenues. Priority will be given to innovative and creative opportunities that enrich a large number of our students.

Procedure: P​ rincipals from all four schools will come up with grant requests that will be presented to the EB. The EB will discuss the requests and approve those that further the stated purpose in ( i.) above, subject to budgetary constraints. Coordination: ​The capital grants treasurer will then act as a liaison with the representatives of other school support groups (such as Boosters) and determine if any additional requests may be granted.

Article X – Parliamentary Authority

Robert’s Rules of Order shall govern meetings when they are not in conflict with the organization’s code of regulations/bylaws.

Article XI – Standing Rules

Standing rules may be approved by the EB, and the communications secretary shall keep a record of the standing rules for future reference.

Article XII – Dissolution

The IH PTO may be dissolved in accordance with the applicable provisions of the Ohio Nonprofit Corporation Law, the Articles of Incorporation , and these Regulations with previous notice (14 calendar days) and a two-thirds vote of those members present at the meeting. Upon dissolution, any property and assets, of any nature, shall be transferred in accordance with the provisions of the Articles of Incorporation. Any funds shall be used as stated in Section 6 of Article IX.

Article XIII – Amendments

Section 1. Method of Presentment. ​The Articles of Incorporation or Bylaws/Regulations of the IH PTO may be amended pursuant to the prescribed process set forth herein. Any current IH PTO member may present to the sitting EB a proposed Amendment or Addition to the Bylaws.
Section 2. Process for Preliminary Review and Approval by the Executive Board. T​ he sitting EB shall accept and collectively review every proposed Amendment or Addition in order to determine, after reasonable deliberation, whether the proposed Amendment or Addition is consistent with the mission, purpose, and spirit of the IH PTO. Upon the affirmative vote of a majority of the sitting EB, the proposed Amendment or Addition shall proceed to review by a specially-appointed Review Committee.

Section 3. Process for Selection of Specially-Appointed Review Committee.​ The Review Committee (“RC”) shall be comprised of the following individuals:

the sitting PTO President, who shall cast one vote;

the past two (2) PTO Presidents, determined by prior years of service in reverse chronological order, who shall each cast one vote. In the event that any past president(s) is either unwilling or unavailable to serve, the next successive former president, in reverse chronological order, shall be appointed to the RC;

the sitting PTO President and each of the two (2) former presidents shall each invite one current PTO member who previously served on the EB (within the three (3) year-period preceding the selection of the RC) to serve as a voting member of the RC. The three presidents, together with the individual selected by each president, shall collectively constitute six (6) members of the seven-person RC;

one member of the current Executive Board, in addition to the sitting president, who shall be selected by a majority vote of current Board members. This individual shall also cast one vote.

Section 4. Review Committee Process. T​ he RC shall exercise due diligence in determining whether any proposed Amendment or Addition is consistent with the mission, purpose, and spirit of the IH PTO ​and​ whether the proposed Amendment or Addition is in the best interest of the IH PTO. Upon the affirmative vote of a majority of the RC, the proposed Amendment or Addition shall proceed to vote by the IH PTO general membership.

Section 5. General Membership Vote.​ Any Amendment or Addition to the Bylaws shall be voted upon by the general membership at any regularly scheduled or special IH PTO meeting, provided that a one-week notice is posted publicly on the IH PTO website prior to the meeting and is also sent to all current members. Notice shall be given by mail or email. Any Amendment or Addition shall pass by a majority vote of members in good standing who are present at the meeting when the vote is taken.

Article XIV – Conflict of Interest Policy

Section 1. Purpose.​ The purpose of the Conflict of Interest Policy is to protect the IH PTO‘s interest when it is contemplating entering into a transaction or arrangement that might also benefit the private interest of an officer or director of the IH PTO or might result in a possible excess benefit transaction. This policy is intended to supplement, but not replace, any applicable state and federal laws governing conflicts of interest applicable to nonprofit and charitable organizations.

Section 2. Definitions.

Interested Person​. Any director, principal officer, or member of a committee with governing board-delegated powers, who has a direct or indirect Financial Interest, as defined below, is an Interested Person
Financial Interest​. A person has a Financial Interest if the person has, directly or indirectly, through business, investment, or family:

An ownership or investment interest in any entity with which the IH PTO has a transaction or arrangement;

ii.​ A compensation arrangement with the IH PTO or with any entity or individual with which the IH PTO has a transaction or arrangement; or
A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the IH PTO is negotiating a transaction or arrangement. “​Compensation​” includes direct and indirect remuneration, as well as gifts or favors, benefits, perquisites and reimbursements for personal expenses that are substantial.

A Financial Interest is not necessarily a conflict of interest. Under Article XIII, Section 3b, a person who has a Financial Interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

Section 3. Procedures.

Duty To Disclose​. In connection with any actual or possible conflict of interest, an Interested Person must disclose the existence and nature of his or her Financial Interest to the EB or special committees with board-delegated powers (e.g., conflicts or executive committees) considering the proposed transaction or arrangement, and be given the opportunity to disclose all material facts.

Determining Whether a Conflict of Interest Exists​. After disclosure of the Financial Interest and all material facts, the Interested Person shall leave the governing board or committee meeting while the Financial Interest is discussed and the determination of a conflict of interest is discussed and voted upon. The remaining EB or committee members shall decide whether a conflict of interest exists.
Procedures for Addressing the Conflict of Interest​.

The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
ii. After exercising due diligence, the governing board or committee shall determine whether the IH PTO can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors or officers whether the transaction or arrangement is in the IH PTO’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.

d. ​Violations of the Conflict of Interest Policy​.
If the EB or committee has reasonable cause to believe a member has

failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
ii. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the EB or committee determines that the member is an Interested Person and has failed to

disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Section 4. Records of Proceedings.​ The minutes of the EB and all committees with board-delegated powers shall contain:

The names of the persons who disclosed or otherwise were found to have a Financial Interest in connection with an actual or possible conflict of interest; the nature of the Financial Interest; any action taken to determine whether a conflict of interest was present; and the EB’s or committee’s decision as to whether a conflict of interest in fact existed.
The names of the persons who were present for discussions and votes relating to the transaction or arrangement; the content of the discussion; any alternatives to the proposed transaction or arrangement; and a record of any votes taken in connection with the proceedings.

Section 5. Compensation.

No Interested Person shall vote on any matter relating to his or her compensation, irrespective of whether the compensation is received directly or indirectly, from the IH PTO.
The IH PTO shall endeavor to ensure that all compensation arrangements affecting Interested Persons are objectively reasonable, based on the relevant market for persons of comparable skills, training, education and experience and performing similar duties for comparable organizations under similar conditions and circumstances.

Section 6. Annual Statements.​ Each director, principal officer, and member of a committee with governing board-delegated powers shall annually sign a statement which affirms that such person:

Has received a copy of the conflict of interest policy (contained in Article XIII of these bylaws/Regulations;
Has read and understood the policy;
Has agreed to comply with the policy; and

Understands that the organization is charitable and that in
order to maintain its federal tax-exempt status, it must engage
primarily in activities which accomplish one or more of its tax exempt purposes.

Section 7. Periodic Reviews​. To ensure that the IH PTO operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

Whether compensation arrangements and benefits are objectively reasonable and the result of arm’s length bargaining.
Whether partnerships, joint ventures, and arrangements with management

organizations conform to the organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable

purposes, and do not result in inurement, impermissible private benefit, or an excess benefit transaction.

Section 8. Use of Outside Consultants.​ When conducting the periodic reviews as provided for in Article XIII, Section 7, the IH PTO may, but need not, use outside advisers and consultants. If outside experts are used, their use shall not relieve the EB of its responsibility for ensuring that periodic reviews are conducted.

Article XV – Books and Records

The IH PTO shall keep correct and complete books and records of account and minutes of the proceedings of its general meetings and EB meetings. All books and records of the IH PTO may be inspected by any officer or general member for any proper purpose at any reasonable time. All books and records shall be maintained by the Secretary.

Article XVI – Effective Date

This Code of Regulations/Bylaws shall be effective as of July 1st, 2019

Prepared by Marci Blachman – May, 2011 Revisited / revised by Becky Ford – March, 2019

IH PTO BYLAWS