Amended and Restated Bylaws of the Newton Council of Parent-Teacher Organizations, Inc.

ARTICLE I:   Name

The name of this organization shall be the Newton Council of Parent-Teacher Organizations (the “PTO Council”).

ARTICLE II:   Purpose

Section 1. The purpose of this PTO Council shall be as follows: a. To serve as a fact-finding and discussion body to clarify issues related to the Newton Public Schools and to recommend or take appropriate action on such issues where advisable; b. To act as a clearinghouse for information from members of the school administration and community leaders to the member Parent-Teacher Organizations and Parent-Teacher-Student Organizations (collectively referred to herein as the “PTOs”), to provide communication among the member PTOs, and to provide communication from the member PTOs to the community and to the members of the school administration; and c. To act as an advocate for public education in Newton and in the Commonwealth of Massachusetts.

Section 2. The PTO Council may cooperate with other organizations and agencies active in child welfare and public education.

ARTICLE III: Membership, Dues, and Fiscal Year

Section 1.  Members of the PTO Council shall include each PTO of the Newton Public Schools, each member of the Executive Board, and one representative from each of the following groups: parents of Boston children attending the Newton Public Schools; the Special Education Parents Advisory Council; the Bilingual Parents Advisory Council; teachers; elementary school principals and secondary school principals. All members of the PTO Council shall be entitled to vote at any meeting of the PTO Council. Each PTO shall be entitled to cast two votes, regardless of the number of representatives in attendance, and each individual member of the PTO Council shall be entitled to cast one vote.

Section 2. The representatives from each PTO who shall be entitled to attend and vote on behalf of the PTO at PTO Council meetings shall be the President or Co-President(s) of the PTO. If such representatives are unable to attend PTO Council meetings, they may designate another representative from the PTO to attend and vote in their place.

Section 3. At the Annual Meeting, the PTO Council shall determine the amount of dues payable to the PTO Council from each member PTO for the next school year.

Section 4. The fiscal year of the PTO Council shall be July 1 to the following June 30.

ARTICLE IV:   Meetings

Section 1. The PTO Council shall hold at least nine (9) monthly meetings each school year. A special meeting of the PTO Council may be called by the Co-Presidents, or by vote of a majority of the Executive Board, or by written petition of 20% of the members of the PTO Council addressed to the Co-Presidents. Upon such vote or written petition the Co-Presidents shall forthwith call such special meeting as provided in Article IV, Section 2.

Section 2.  Written notice of every regular meeting of the PTO Council, and every special meeting when possible, shall be sent by the Secretary at least seven days before such meeting to each member of the PTO Council. When such written notice is not possible, notice shall be made by telephone or e-mail. Any notice of a special meeting shall indicate the purpose of such meeting.

Section 3. Individuals who are not members of the PTO Council may be invited to attend PTO Council meetings by the PTO Council or the Executive Board. Such individuals may not vote.

Section 4. The Annual Meeting of the PTO Council shall take place in June. At this meeting the report of the Nominating Committee shall be presented and elections take place. Also at this meeting, the PTO Council shall vote on a budget for the next fiscal year.

ARTICLE V:   Officers and Their Duties

Section 1. The office of President shall be shared by two individuals referred to as Co-Presidents. Their expected two-year terms shall be staggered. The Co-Presidents shall preside at all meetings of the PTO Council and of the Executive Board. The Co-Presidents shall be ex-officio members of all committees. The Co‑Presidents may appoint ad hoc committees and liaison persons throughout the year when necessary and shall perform all other duties pertaining to the office. If the Nominating Committee is not able to nominate two co-presidents, then a single individual may be nominated and elected and referred to as President.

Section 2. Two or more Vice-Presidents shall act as assistants to the Co-Presidents. In the absence of the Co-Presidents at a meeting of the PTO Council or the Executive Board, a Vice-President shall preside. The Executive Board may from time to time specify additional powers and duties of Vice-Presidents.

Section 3. The Secretary shall keep the minutes of all meetings and shall maintain the roster of the members of the PTO Council, with names, addresses, telephone numbers, and e-mail addresses of all members or their representatives. The Secretary shall maintain the minutes of meetings and roster in a permanent record. The Secretary shall conduct such correspondence as required by these bylaws and as requested by the Co-Presidents, the Executive Board and the PTO Council.

Section 4. The Treasurer shall be the chief fiscal officer of and have charge of all funds belonging to the PTO Council. The Treasurer shall keep an accurate account of all funds of the PTO Council, provide regular reports of its finances, prepare an annual budget for approval of the PTO Council at its annual meeting, collect and account for all monies of the PTO Council, and expend money for purposes authorized in the annual budget. The Treasurer may make expenditures of up to $50 for items not included in the budget with authorization by the Co-Presidents or of the Executive Board. The Treasurer shall prepare or oversee the filing of all fiscal reports of the PTO Council as may be required to be filed with federal and state agencies from time to time.

ARTICLE VI:   Executive Board

Section 1. The Executive Board shall consist of the PTO Council Co-Presidents (or President), Vice‑Presidents, Secretary, Treasurer, all PTO Council Past Presidents with a child still in the Newton Public Schools, chairs or co-chairs of all standing committees, a teacher representative, a representative of the PTO presidents of the elementary schools, and a representative of the PTO Presidents of the secondary schools.

Section 2. The Executive Board shall act as a steering and planning committee of the PTO Council. By a vote of two-thirds of those present, the Executive Board may act on behalf of the PTO Council with respect to matters which in the judgment of the Executive Board require action prior to the next regular meeting of the PTO Council.

Section 3. The Executive Board shall meet at the discretion of the Co-Presidents. Notice of each meeting shall be given to each member of the Executive Board by telephone or in writing at least 3 days before such meeting. Special meetings may be called by 5 or more members of the Executive Board who submit a written petition to the Co-Presidents. Notice of special meetings shall follow the same procedure as for regular meetings.

ARTICLE VII:   Nominations and Elections

Section 1. Nominations shall be made by a Nominating Committee, consisting of three members of PTO Council elected at the Annual Meeting and two or more members appointed by the Co-Presidents and approved by the PTO Council at the Annual Meeting.

Section 2.   The Nominating Committee shall submit its report to the Co-President at least two weeks prior to the Annual Meeting. This report shall include a list of nominees for the following positions:

1. Officers
2. Chairs of standing committees
3. Three members of the Nominating Committee

• The list of nominees shall include individuals from as many different schools and geographic areas as possible. The list of nominees should also reflect a diverse and balanced representation of members who have varying amounts of experience and numbers of years of membership on the PTO Council.
• All nominees must have been a member of PTO Council prior to the beginning of their proposed term of office.
• All nominees must also be either a parent of a child in the Newton Public Schools or a teacher in the Newton Public Schools during their proposed term of office.

Section 3. The Nominating Committee report shall be sent by the Secretary to each member of PTO Council at least one week prior to the Annual Meeting.

Section 4. Elections shall be held at the Annual Meeting. Additional nominations may be made from the floor at the Annual Meeting. Voting shall be by ballot when there is more than one nominee for an office or position.

Section 5. The term of office shall be July 1 to the following June 30.

Section 6. If a vacancy occurs in any office or position during the year, the Nominating Committee shall nominate a successor, whose name shall appear on the notice of the following meeting of the PTO Council, and who shall be voted on at that meeting. Additional nominations may be made from the floor. Election shall be by ballot when there is more than one nominee.

Section 7. If a standing committee is created by the PTO Council prior to the Annual Meeting pursuant to Article VIII, Section 1 of these by-laws, the Nominating Committee shall nominate the members and chair of such committee, whose names shall appear on the notice of the following meeting of the PTO Council, and who shall be voted on at that meeting.

ARTICLE VIII:   Committees

Section 1. The PTO Council shall have the power to create all standing committees required to carry on its work. 

Section 2. The PTO Council, the Executive Board, or the Co-Presidents may create special committees. Chairs of special committees may attend all meetings of the PTO Council but shall have no vote.

ARTICLE IX:   Amendments

These by-laws may be amended at any meeting of this PTO Council by a vote of two-thirds of those present and voting, provided that at least fifteen days’ notice of such proposed amendment has been given in writing to each member of the PTO Council.

ARTICLE X:   Parliamentary Authority

If any action or ruling of the presiding officer(s) upon any matter of parliamentary procedure is questioned by any member at the time of said action or ruling, the rules contained in Robert’s Rules of Order Revised shall govern this organization in all cases in which they are applicable and not inconsistent with these by-laws.

ARTICLE XI:   Compliance with Internal Revenue Code

Section 1. Notwithstanding any other provision of these Articles, the PTO Council is organized exclusively for one or more of the purposes specified in Section 501(c)(3) of the Internal Revenue Code of 1986 (“IRC”), as amended, and shall not carry on any activities not permitted for an organization exempt from Federal income tax under IRC Section 501(c)(3) or corresponding provisions of any subsequent Federal tax law.

Section 2. No part of the net earnings of the PTO Council shall inure to the benefit of any Member or officer of the PTO Council, or any private individual (except that reasonable compensation may be paid for services rendered to or for the PTO Council), and no Member or officer of the PTO Council, nor any private individual, shall be entitled to share in the distribution of the PTO Council’s assets upon its dissolution.

Section 3. No substantial part of the activities of the PTO Council shall be carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided in IRC Section 501(h)).

Section 4. The PTO Council shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of (or in opposition to) any candidate for public office.

Section 5. In the event of dissolution, all of the remaining assets and property of the PTO Council shall, after paying or adequately providing for the debts and obligations thereof, be distributed to another charitable organization, foundation or non-profit fund exempt from Federal tax under IRC Section 501(c)(3), or corresponding provisions of any subsequent Federal tax law.