By-Laws

BY-LAWS OF AGNOR-HURT ELEMENTARY SCHOOL

PARENT-TEACHER ORGANIZATION

Article One

Name, Purpose and Non-Profit Organization.

Section 1. Name. The name of the organization shall be Agnor-Hurt Elementary School Parent-Teacher Organization, a Virginia non-stock corporation (the “Corporation”). The Corporation shall be also known as the Agnor-Hurt PTO. The PTO is located at 3201 Berkmar Drive, Charlottesville, VA 22901.

Section 2. Purpose. The purpose of the Agnor-Hurt PTO is to 

Section 3. Non-Profit Organization.

(a) The PTO is a non-profit organization that exists for charitable, educational, and scientific purposes, including the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

(b) No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, directors, officers, or other private persons, except that the Corporation shall be authorized and empowered to make payments and distributions in the furtherance of the educational purposes stated in Article One, Section 2 above. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these bylaws, the Corporation  shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Article Two

Membership

Section 1. Membership. Any caregiver of a child or children that attends Agnor-Hurt Elementary School or any person who is employed by Agnor-Hurt Elementary School shall be automatically granted membership to the Agnor-Hurt PTO. 

Section 2. Voting. 

Members will have voting privileges during Agnor-Hurt PTO meetings, limited to one vote per household. Casting of votes can be done in person or remotely. A simple majority is needed to pass the initiative. 

The PTO board can veto any passed membership vote with a two-thirds majority board vote. Any such veto measure must take place within 48 hours of the PTO meeting and voting can be done in person or remotely.

As the Secretary will send meeting minutes within 48 hours of the meeting, the board will also vote for approval of monthly meeting minutes within 7 days to be able to post meetings on the Agnor-Hurt PTO communication channels, such as the website. 

The PTO board may hold ad hoc votes for time-sensitive topics between PTO monthly meetings, but will require a two-thirds quorum in order to vote and/or pass the initiative. For PTO board specific votes, each office and member-at-large will have one vote. In the event that an officer position (president, vice president, secretary, treasurer, school representative) is shared across multiple individuals, there will be one vote for the office. 

Section 3. Dues. There shall be no membership dues.

Article Three

Directors and Officers

Section 1. Board of Directors. The Board of Officers (“PTO Board”) shall consist of the following officers: President, Vice President, Secretary, Treasurer, and a School Representative. The School Representative will be designated by the Agnor-Hurt school administration. The PTO Board may include Member at Large positions as an option for each school year, but will be limited to no more than three total. The officers shall serve without compensation. 

The duties of the Board shall be to (a) transact necessary business in the intervals between regular meetings of the Corporation, (b) create standing committees, (c) approve the plans of work of the standing committees, and (d) present a report at the regular meeting of any actions taken in the executive committee.

Section 2. Qualifications, Elections and Terms. 

(a) Qualifications – Any PTO member in good standing is eligible to serve as an officer or a member-at-large of the PTO Board. A member in good standing is considered to have attended at least four (4) PTO meetings, as notated in the secretary’s meeting minutes and can be in-person or remotely, and to have served on at least one (1) committee in the last 12 month period. 

At least one officer must have a child in grades K-4 on the board or officers each year to ensure continuity from school year to school year. 

(b) Officer Elections – Elections for the positions of President, Vice President, Secretary, and Treasurer for the upcoming school year will take place annually at the second to last general meeting of the school year, by ballot or voice vote. Prior to electing Member-At-Large members, the positions of President, Vice President, Secretary, and Treasurer must be occupied. 

Before the last regular meeting of the school year, the Board shall solicit nominations. The Board shall provide at least one nominee for each office to be filled and report at the last regular meeting. Following the report of the Board, an opportunity shall be given for nominations from the floor. The officers shall be elected annually by ballot, or voice vote. An office may be shared by more than one person. 

Nominations for Member-at-Large roles Elections for Member-At-Large roles will take place at the last general meeting of the school year. The elected officers (president, vice president, secretary, and treasurer) will review nominations gathered and will elect no more than three member-at-large officers to the PTO board prior to the first general meeting of the next school year. 

All potential board members must be in attendance during the meeting of their election or nomination can participate in the election process.

Appointment of the School Representative will occur at the discretion of the School administration. 

(c) Board Terms – The term of office for all officers is one year, beginning at the conclusion of the last general PTO meeting of a school year during their election, and ending at the end of the following school year. All departing officers shall deliver to their successors all official material within ten (10) days following the meeting at which the successor(s) are elected. 

Section 2. Board Meetings.

Regular: Regular meetings of the Board of Directors shall be held at least four times during the school year, the times to be fixed by the Board at its first meeting of the year. All Board Meetings shall be held at Agnor-Hurt Elementary School and/or through a technology solution (such as Zoom, WebEx, etc.) that enables communication between Board members, regular members and guests. A member participating in a meeting by such means shall be deemed to be present in person at the meeting. All meetings are open to the membership of the organization.

Special: Special meetings of the Board may be called by the President or a majority of the Board.

Notice of meetings: Notice of regular meetings shall be distributed by the President at least five (5) days prior to the date of the meeting across a range of platforms, including email, social media, electronic communication platforms, or signage. Notice of regular meetings may be sent by electronic transmission to those members who have consented to receipt of such notices by electronic transmission pursuant to the provisions of Va. Code Ann. § 13.1-810.

Quorum: A quorum for a meeting of the Board shall be a majority of the Board.

Parliamentary Authority: Upon request by any Member, Robert’s Rules of Order Revised shall govern both regular and special membership meetings.

Section 3. Officer Duties. The officers of the Corporation, consisting of at least the President, Vice-President, Secretary, and Treasurer shall serve in their respective capacities, both in with regard to the membership and its meetings and the Board and its meetings. All board members must participate and represent the PTO board on at least one committee, and all committees must have at least one board representative. PTO Board Officers are expected to attend all board and general PTO meetings. 

President – The President shall preside at all general meetings of the PTO and of the PTO Board, prepare the agenda for such meetings, serve as the primary contact for the Principal and School Representative, represent the PTO at all outside meetings, sign all contracts initiated on behalf of the PTO and shall coordinate the work of the other officers and committees in order that the purposes of the PTO be served. The President, in conjunction with the Vice President and Treasurer, shall oversee and coordinate all fundraising efforts undertaken by the PTO. At each general meeting or Executive Board meeting, the President shall determine whether quorum is met and make note of this to be included in the minutes. The President shall be a co-signor with the Treasurer on all checks. The President, in conjunction with the Vice President and the Secretary, shall retain all official records of the PTO. The President shall be an ex-officio member of all standing and special committees.

Vice President – The Vice President will oversee the committee system of the PTO, including assigning and coordinating board liaisons to committees, as well as assist the President and chair meetings in the absence of the President. The Vice President, in collaboration with the President, will be responsible for official PTO communications, including but not limited to newsletters, email digests, website, bulletin boards, and social media. The Vice President shall be responsible for auditing the PTO Bylaws at least every five years. The Vice-President shall exercise the authority of the President in their absence and perform such other duties as may be assigned by the President or Board of Officers. This position shall be responsible for leading at least one (1) PTO committee and participating on at least one (1) committee.

Secretary – The Secretary shall be responsible for recording the minutes of general and board meetings, and maintaining such other records as may be required by the President or the Board. The Secretary will send out meeting minutes within 48 hours of the Board meeting to solicit feedback and approval of the Board. Working with the Vice President, approved meeting minutes will be posted on the PTO website within ten (10) days from the meeting. The Secretary shall hold historical records for the PTO. In addition, the Secretary shall carry out such other duties incident to the office as the President may request or the Board assign. This position shall be responsible for leading at least one (1) PTO committee and participating on at least one (1) committee.

Treasurer – In partnership with the President, the Treasurer shall develop and maintain the PTO’s annual budget, and serve as the custodian of the PTO’s finances. The Treasurer shall collect and receive all monies due or belonging to the Corporation, deposit the same in a bank designated by the Board in the name of the Corporation, ensure that the Corporation’s books shall at all times be open to inspection by the Board, report to them at every meeting the condition of the Corporation’s finances and every item of receipt or payment not before reported, and at the annual membership meeting render an account of all monies received and expended during the previous fiscal year. There shall be an annual audit of books as directed by the Board. The Treasurer shall also prepare an year-end financial report and draft an budget outline for the upcoming school year for discussion at the last general meeting of the school year. The Treasurer shall establish fundraising programs, approve by majority vote of the Board unbudgeted expenditures of no more than $100.00, and hold all financial records for the PTO. This position shall be responsible for leading at least one (1) PTO committee and participating on at least one (1) committee. 

School Representative – The School Representative shall be designed by the school administration and must be currently employed at Agnor-Hurt Elementary School. The School Representative shall provide monthly reports, in conjunction with school administration, presented during the monthly general meetings that should include, but not limited to, needs and concerns of the teachers and administration to the PTO. The School Representative shall maintain and build relationships with the teachers and the PTO board, attend general and board meetings, and provide support in community events. This position shall be responsible for leading at least one (1) PTO committee and participating on at least one (1) committee.  

Member-at-Large - As an optional board position, the Member-at-Large officer role shall perform such other duties as may be assigned by the President or Board of Officers. Member(s)-at-Large shall be responsible for leading at least one (1) PTO committee and participating on at least two (2) committees.  

Section 4. Special Committees. 

Standing Committees. The Board may appoint standing committees to advance the work of the Corporation in such matters as may be deemed necessary to carry on the work of the Corporation. The chair of each standing committee shall be selected by the Board and shall serve a term of one year. The chair of each standing committee shall present a plan of work to the Board for approval. No standing committee work shall be undertaken without the consent of the Board. At least one board member must sit on each committee and serve as a board liaison. 

Special Committees. The power to form special committees and appoint their members rests with the members of the organization. Motions to form special committees may be made at any regular membership meeting. Any special committee automatically goes out of existence when its work is done and its final report is received by the Board. At least one board member must sit on each committee and serve as a board liaison. 

Section 5. Board Meetings. 

The Board of Officers shall meet monthly during the school year, or at the discretion of the President. All Board Meetings shall be held at Agnor-Hurt Elementary School and/or through a technology solution (such as Zoom, WebEx, etc.) that enables communication between Board members, regular members and guests. A member participating in a meeting by such means shall be deemed to be present in person at the meeting. All PTO Board meetings are open to the membership of the organization.

Special meetings of the Board may be called by the President or a majority of the Board. Planning meetings should take place at least twice before the next school year to ensure order and organization going into the next school year. 

Notice of meetings: Notice of regular meetings shall be communicated by the President at least five (5) days prior to the date of the meeting through at least one form of communication, including but not limited to email, social media, signage, or other electronic communication platforms. Notice of regular meetings may be sent by electronic transmission to those members who have consented to receipt of such notices by electronic transmission pursuant to the provisions of Va. Code Ann. § 13.1-810.

Quorum: A quorum for a meeting of the Board shall be a simple majority of the Board.

Section 6. Officer Removal.  An officer can be removed from office for failure to fulfill the assigned duties of the role, which can include, but not limited to, lack of communication over an extended period. Nominations for officer removal can be introduced at any time by an officer of the current PTO Board. Voting for officer removal can take place, either in person or remote, and will require a simple majority vote of the PTO Board. The nominated officer for removal must recuse themself from the voting measure.  

Section 7. Vacancy. If a vacancy occurs on the Executive Board, the President shall appoint a PTO member to fill the vacancy, for the remainder of the officer’s term. In the event the vacancy is in the office of President, the role of President shall be filled automatically by the Vice President.

Article Four

Meetings

Section 1. General PTO Meetings. General PTO meetings shall be held to conduct the business of the PTO. Meetings shall be held monthly during the school year or at the discretion of the PTO Board. 

Section 2. Voting. Each member in attendance at a PTO meeting (either in person or remotely) is eligible to vote, one vote per household. Absentee or proxy votes are not allowed. For general membership votes, board officers who may be sharing a board position will vote as part of their household. A simple majority is needed to pass the initiative. 

Section 3. Quorum. Four (4) members of the PTO present and voting constitute quorum for the purpose of voting. 


Article Five

Financial Policies

Section 1. Fiscal Year. The fiscal year of the PTO begins July 1 and ends June 30 of the following year.

Section 2. Banking. All funds shall be kept in a checking account in the name of Agnor-Hurt PTO, requiring two signatures of the PTO Board and held at a local financial institution. The signatures should be done by the Treasurer and President, unless otherwise designated by the President. 

Section 3. Reporting. All financial activity shall be recorded in a manual or computer-based accounting system.  The Treasurer shall reconcile the account(s) monthly and report all financial activity monthly. The PTO shall arrange an independent review of its financial records each year.

Section 4. Ending Balance. The organization shall leave a minimum of $2,000.00 in the treasury at the end of each fiscal year.

Section 5. Contracts. Contract signing authority is limited to the President or the President’s designee.

Section 6. Budget Management. An operating budget shall be created within the first two months of the fiscal year and shall be managed by the Treasurer. Adjustments (of $100 or more) to the operating budget during the course of the fiscal year can be executed with a simple majority vote of the PTO Board. 

Section 7. Officer Expenditures. Committee members can spend up to the annual Board-approved budget line item amount associated with their activity(ies). Committee members must submit receipts to the Treasurer for reimbursement. No officer or committee member may incur unbudgeted expenses without first gaining approval of the majority of the Board (for expenses over $100) or approval of both the President and Treasurer (for expenses under $100).

Article Six

Bylaw Amendments

Amendments to the bylaws may be proposed by any PTO member. Proposed amendments shall be considered for voting at a subsequent PTO general meeting, provided there is ten (10) days written notice is given to the Board of Officers.  Two-thirds (⅔) approval of all officers present and voting is required to adopt an amendment to the Bylaws. 

By-Laws may not be altered or repealed by the Board of Directors without the consent of the members. Any By-Laws made by the Board of Directors may be repealed or changed, and new By-Laws made, by a majority vote of the members present at a Regular Board meeting where quorum is present.

Article Seven

Dissolution

The Corporation may be dissolved at any time by recommendation of the Board of Directors approved in writing by more than two-thirds (2/3) of the members in good standing. In the event of the dissolution of the Corporation, whether voluntary or involuntary or by operation of law, none of the assets of the Corporation shall be distributed to any member, but after payment of all lawful debts of the Corporation, its property and assets shall be given to Agnor-Hurt Elementary School, to be used solely for educational purposes, within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Article Eight

Parliamentary Authority

The authority for this organization shall be “Robert’s Rules of Order Newly Revised.”  




Adopted at the meeting of the Board of Directors of the Corporation on the

14th day of November, 2023.

Teka Phan

Vice President of Agnor-Hurt PTO