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Woerther Elementary
 Blevins Elementary and Lafayette High were honored as 2019 National Schools of Character The Rockwood Advantage 2019 Niche Best Schools

314 New Ballwin Rd, Ballwin, MO 63021 | Phone (636) 891-6175 | Fax (636) 891-8881

Bylaws

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                                                                         BYLAWS
                                                      Of Woerther Elementary School
                                                 PARENT TEACHER ORGANIZATION (PTO)
                                                                   Amended 8/2019

ARTICLE I. NAME

The name of this organization is the Woerther Elementary Parent Teacher
Organization of the Rockwood School District (hereinafter “Woerther PTO”). It is a local
independent unit created by the parents and staff of Woerther Elementary School, having no
affiliation with any other association, be it state or national in origin.

ARTICLE II. ARTICLES OF ORGANIZATION

The Organization exists as an unincorporated association of its members. The Organization’s
Articles of Organization consist of these Bylaws, as amended from time to time, and its Articles
of Association, if any. In the absence of separate articles of association, the Bylaws shall be
deemed to be the Articles of Association. In the event of any conflict between these Bylaws and
the Articles of Association, these Bylaws shall govern.

ARTICLE III. PURPOSE/OBJECTIVES

This Organization is organized exclusively for the following charitable, educational, or scientific
purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code:
To promote the welfare and education of children and youth eligible to attend the Rockwood
School District and Woerther Elementary School in the home, school, and community.
To support the school in improving education in ways that will adhere to administrative policy
and the Rockwood School District’s mission, goals, and beliefs.
To raise funds for programs and equipment to further the education of children and youth.
To bring about a closer relationship between the home and the school, that parents and
teachers may work cooperatively in the education of children and youth.
To foster communication, cooperation, support, information, and education within the Rockwood
School District, including District staff, parents, and the general community.

ARTICLE IV. POLICIES

Section 1. 

No substantial part of the activities of the Organization shall be the carrying on of
propaganda or otherwise attempting to influence legislation and the Organization shall not
participate in or intervene (including the publishing or distribution of statements) in any political
campaign on behalf of any candidate for public office.

Sectio​n 2. 

This Organization shall be non-commercial, non-sectarian, and non-partisan. No
commercial enterprise or candidate shall be endorsed by it. The name of the Organization and
names of its officers in their official capacities shall not be used in connection with a commercial
concern or with any partisan interest for any other purpose than the regular work of the
Organization.
Section 3. This Organization shall not seek to direct the administrative activities of the school or
to control its policies, but can serve as a liaison between parents and administration when
concerns arise.

Section ​4. 

The Organization shall be supportive of school educational efforts and student needs.
The policies of the Organization shall be developed cooperatively by parents and teachers. The
Organization shall conduct all operations in such a way as to reflect positively upon the school
and the Rockwood School District.

Section ​5.

In no way shall one member, officer, or committee chairperson make policy, program,
or expenditure decisions, or bind the Organization in any way, absent the consent of at least the
Executive Board. When representing the Organization, any member, officer, or committee
chairperson shall be aware of the authority extended by the Organization and shall not exceed
such authority.

Sectio​n 6.

This Organization may cooperate with other organizations and agencies active in
child welfare, such as conference groups or coordinating councils, provided they make no
commitments that bind the Organization absent the consent of at least the Executive Board.

Section ​​7. 

The Organization shall act in accordance with all Rockwood School District Board of
Education Policies and Regulations, which are incorporated herein by reference, including but
not limited to Policies 2950 and 3370 and Regulations 2950 and 3370 pertaining to fund-raising
activities. No fund-raising activity of the Organization shall financially benefit a PTO member,
faculty member, student or parent without prior Executive Board approval.

Section​ 8. 

No part of the net earnings of this Organization shall inure to the benefit of, or be
distributable to, its members, trustees, officers or other private persons except that the
Organization shall be authorized and empowered to pay reasonable compensation for services
rendered. Services provided by members and officers are voluntary and will not be
compensated, unless specifically authorized by the Executive Board prior to completion of such
services.

Secti​on 9. 

Any notice required or permitted to be given to members may be given by written
notice (including distribution of flyers and posting notices through the school), by telephone, by
facsimile, by electronic mail, or by any combination thereof, or by any other method reasonably
designed to reach the members.

Section 1​0. 

Notwithstanding any other provisions of these articles, the Organization shall not
carry on any other activities not permitted to be carried on: (a) by an Association exempt from
Federal Income Tax under section 501(c)(3) of the Internal Revenue Code of 1954 (or the
corresponding provision of any future United States Internal Revenue Law); or (b) by an
Association, contributions to which are deductible under section 170(c)(2) of the Internal
Revenue Code of 1954 (or the corresponding provision of any future United States Internal
Revenue Law).

Section 11. 

Upon dissolution of the Organization, the Organization shall, after paying or making
provisions for the payment of all the liabilities of the Organization, dispose of all the assets of
the Organization by distributing the same to the Principal of Woerther Elementary School. Said
Principal shall, upon the advice of the Woerther Elementary School teachers and administration,
supervise the expenditure of said assets for essential educational materials and equipment. In
the event that this is not possible, said assets shall be distributed to organizations as shall at the
time qualify under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the
corresponding provision of any future United States Internal Revenue Law), as the
Organization’s Executive Board shall determine, with preference to be given to educational
programs of the Rockwood School District. Any assets not so disposed of shall be disposed of
by the Court in the county of the principal office of the Organization.

ARTICLE V. MEMBERSHIP AND DUES

Sectio​n 1. 

Any parent or guardian of a student of Woerther Elementary School [and any teacher
OR staff member] interested in the objectives of the Organization and willing to uphold its
policies and subscribe to its Bylaws may become a member. [Any certified staff member of the
School may be a non-voting member of the Organization. Staff members are not required to pay
membership dues, if any.] Membership in the Organization shall be available without regard to
race, color, creed, or national origin.

Sectio​n 2. 

The Executive Board shall determine the amount, time, and manner of payment of
the membership dues, if any, from time to time. [If assessed,] each member shall pay the annual
membership dues; however, no household shall be assessed for more than one annual
payment of membership dues.

Section 3. 

The Organization shall conduct an annual enrollment of its members, but persons
may be admitted to membership at any time during the year as defined above.

Section​​ 4. 

The privileges of membership shall be the right to hold office or appointed position,
make motions, chair a committee, and vote. Only those members current in payment of
membership dues, if any, are eligible to vote or to serve as an officer or representative of the
Organization. Non-members are welcome to attend meetings and may ask questions and
participate in discussions as recognized by the President.


ARTICLE VI. EXECUTIVE BOARD

Section​ 1. 

The Executive Board shall consist of the officers of the Organization, the Principal of
the School or his or her designated representative[, and a member or members of the faculty.
The faculty representative shall be selected annually by the Principal or by the faculty in
whatever manner the faculty deems appropriate.] Chairpersons of the standing committees
and of then active special committees may be invited to attend Executive Board Meetings that
pertain to their committee.

Sec​tion 2. 

The Executive Board shall have general charge and control of the affairs, funds, and
properties of the Organization and shall maintain records of such in a central location, including
current and prior budgets, check registers, governmental forms, committee reports, contracts
and correspondence.

Section 3. 

The duties of the Executive Board shall be as follows: to transact necessary business
in the intervals between Organization meetings; to approve chairpersons of standing
committees and approve the plans of the standing committees; to interpret the bylaws, policies,
and standing rules of the Organization; to present a report at the general membership (open)
meetings of the Organization; to prepare a budget for the upcoming fiscal year; to approve
routine bills within the limits of the budget; to appoint the nominating committee; to appoint a
committee to review Bylaws as needed; to appoint a committee of not less than two members,
or an independent auditor or CPA, at least two weeks before the Annual Meeting to audit the
treasurer’s accounts; and to make budget adjustments as necessary, provided they do not
individually exceed $500.00.Any individual budget adjustment over $500.00 requires the
approval of the general membership.

Section​​​ 4. 

[The President of the Executive Board shall have the right to vote only in the case
of a tie vote. All other members shall each have one vote.] OR [Every member of the
Executive Board shall be entitled to one vote.]

Sectio​​n 5. 

Each standing committee chairperson shall present the committee’s plans to the
Executive Board prior to execution of the same. Any expenditure for such plans should be
presented to the Executive Board for advance approval.

Section 6​​. 

Regular meetings of the Executive Board shall be held during the school year, as
stated in the Standing Rules. The time, place and regularity of such meetings are to be fixed by
the Executive Board at its first meeting of the year.

Section​​ 7. 

Special meetings of the Executive Board may be called by the President, the
Principal, or by a majority of the members of the Executive Board upon at least two days notice.

Sectio​n 8. 

All officers are required to attend all scheduled Organization meetings and are
expected to attend a majority of Organization-sponsored events.

Se​​​ction 9. 

On or before the first board meeting of the year, each officer shall be assigned to
serve as a liaison and shall provide assistance to the identified standing or special committee
chairs.

Section 10​​. 

A majority of the members of the Executive Board must be present at the Executive
Board meeting in order to conduct business. Unless otherwise provided herein, a simple
majority of those present and voting shall be required for the passage of any motion, resolution,
or other vote.

ARTICLE VII. OFFICERS AND THEIR ELECTION

Secti​​on 1.

The officers of this Organization shall include, at a minimum, a President, a Vice-
President, a Secretary, and a Treasurer. Any office may be held by two persons so designated
by the prefix “co-“. These officers shall be elected annually by ballot at the regularly scheduled
Spring general membership meeting by a majority vote of the membership present at that
meeting. If the Executive Board includes a President-Elect, the office of President shall be filled
by the prior President-Elect. Ballots should be counted by a committee of three persons to be
appointed as provided in the Standing Rules.] If there is but one candidate for any office, the
election for such office(s) may be by voice, show of hands or slate approval.

Section​​ 2. 

Officers shall assume their official duties at the close of the final
meeting of the school year] and shall serve for a term of one year or until their successors are
elected and installed. No person shall serve more than two consecutive terms in the same
office, or three consecutive years unless determined by vote and majority approval of the
Executive Board and General PTO population. Additional officers will be chosen according to
the needs of the Organization and upon the approval of the Executive Board.

Sectio​​​n 3. 

Nomination of officers shall be made by a nominating committee comprised of three
members of the executive board and the principal. The committee shall select its own
chairperson. The nominating committee shall place in nomination at least one name for each
office and present this slate via publication issued to the entire general membership at least four
weeks prior to the spring election meeting.
Independent nominations, with the consent of the nominee, may be made in writing by at
least five voting members, and must be received by the nominating committee at least two
weeks prior to the spring election meeting. The membership must be notified of the
amended slate at least one week prior to the spring election meeting. There shall be no
nominations from the floor.

Sec​​​tion 4. 

Spouses may be elected and hold any of the offices as a couple provided that
such spouses were nominated and elected as a couple.

Secti​​on 5.

A vacancy occurring in an office shall be filled by a majority vote of the Executive
Board at their next regular meeting. [OR In filling vacancies, names, not to exceed three,
shall be proposed by the Executive Board and additional names may be proposed from the
floor. The election shall be by ballot. However, if there is only one candidate for an office,
the election may be by voice or show of hands.]

Section​​ 6. 

Any officer absent from three consecutive meetings, i.e. Executive Board and
Organization meetings, shall be deemed inactive unless absences are due to extenuating
circumstances and the Executive Board receives notification of such. Any office having an
inactive officer shall be declared vacant and shall be filled as provided herein. In addition, an
officer failing to adequately participate or fulfill duties of the office may be subject to removal
from office by decision of [two-thirds of the Executive Board OR vote of a majority or twothirds
of the members present at the next regular meeting]. Such officer is entitled to a
written notification from the President or the Principal at least two weeks prior to the vote
regarding removal.


ARTICLE VIII. DUTIES OF OFFICERS

Section​​​ 1. 

The President (or Co-Presidents) shall:
o preside at all meetings of the Organization and of the Executive Board;
o be a member ex officio of all committees except the Nominating Committee;
o be authorized to appoint any special committee necessary to conduct the work
required for the annual report;
o maintain the right to table discussions or voting, at his/her discretion, for such
reasons as new agenda items, time constraints, or items that require additional
information;
o work with the Secretary to prepare the agenda for each meeting;
o be an authorized cosignatory for all accounts of the Organization;
o work with the principal on designated duties and tasks;
o attend District-wide meetings, such as the Presidents’ Forum;
o attend Rockwood Presidents’ Forum Leadership Conference;
o delegate the duties of any position that remains vacant; and
o perform all other duties usually pertaining to the office.

Section​​ 2. 

The President-Elect, if any, shall:
o attend District-wide meetings, such as the Presidents’ Forum;
o compile and organize informational PTO pages for the school newsletter
(monthly);
o be an authorized cosignatory for all accounts of the Organization;
o attend Rockwood Presidents’ Forum Leadership Conference;
o perform other duties as may be assigned to him/her by the Organization or
Executive Board;
o assist the President and perform such duties that the President may delegate; and
o perform the duties of the President in the President’s absence.

Sectio​n 3.

The Vice-President(s) shall:
o aide the President(s) and President-Elect;
o perform the duties of the President and President-Elect in the absence of both
officers;
o oversee and serve as a resource for specific committees (to be determined at the
Executive Board meeting immediately preceding the beginning of the school
year); and
o perform the duties of the Secretary or Secretaries in their absence.

Secti​on 4. 

The Secretary (or Secretaries) shall:
o record the minutes of all meetings of the Organization and of the Executive
Board;
o be responsible for all incoming and outgoing correspondence for the
Organization;
o report on all relevant correspondence at each Executive Board meeting;
o aid the President(s) in preparing the agenda for all meetings;
o make copies of the minutes of the prior meeting available to all members of the
Executive Board before each meeting;
o publish the Organization newsletter (if any); and
o maintain a current copy of the Bylaws and Standing Rules, if any, as well as the
records of all meeting minutes, a list of all committees and their members, and a
list of the current members of the Organization.

Sectio​​n 5. 

The Treasurer(s) shall:
o receive all monies of the Organization;
o keep an accurate record of receipts and expenditures and disburse funds as
budgeted or approved by the Executive Board;
o be responsible for the maintenance of the bank account and records of the
Organization;
o be responsible for the filing of any necessary financial and tax forms with the
appropriate governmental authorities;
o be responsible for the maintenance of all financial records of the Organization;
o comply with the statutory requirements and Rockwood School District Board of
Education Policies and Regulations, including those provided in the Student
Activity Funds Procedures Manual established by the Rockwood School District
Board of Education;
o turn the financial books of the Organization over to an Audit Committee of not
less than two members or an independent auditor appointed by the Executive
Board at the end of the school year for examination;
o present a statement of account at every meeting of the Organization and any other
times as requested by the Executive Board; and
o maintain a file of the budget reports presented at Organization meetings.

Section​ 6.

The Treasurer’s accounts shall be examined annually by an Audit Committee of not
less than two members or an independent auditor appointed by the Executive Board no later
than July 10 of every year. When the Audit Committee or auditor is satisfied that the Treasurer’s
final report is correct, they shall sign a statement of that fact at the end of the report.

Sect​​ion 7.

​[All checks written must contain two authorized signatures to be considered
valid.] OR [A check will be considered valid with one authorized signature if that signature
is not the individual charged with receiving the bank statements and reconciling the
accounts.]

Sectio​​n 8. 

The Treasurer [AND President] shall be bonded annually.

Sectio​n 9. 

All officers shall perform the duties outlined in these Bylaws and those assigned from
time to time. Failure to assume these responsibilities may result in removal as provided herein.

Section ​​​10. 

Upon the removal or resignation of any officer, such officer shall turn over to the
President or Executive Board, without delay, all records, books, and other materials pertaining
to the office, and shall return to the Treasurer or the Executive Board, without delay, all funds
pertaining to the office. Furthermore, upon expiration of their terms, all officers shall deliver all
official materials related to their office to their successors.

ARTICLE IX. STANDING COMMITTEES

Section​ 1. 

Standing committees are committees with on-going functions that continue
throughout the year. The chairperson of each committee shall serve for a one-year term. The incoming
President, with the approval of the incoming Executive Board, shall appoint chairpersons of the
standing committees after the spring election.

Sectio​n 2. 

The chairpersons of all standing committees shall mutually plan activities with the
Executive Board, and no committee work shall be undertaken without the approval of the
Executive Board.

Sectio​​​n 3. 

The Executive Board may create special committees as needed to promote the
purposes and interests of the Organization. Special committees are directly responsible to the
Executive Board. [The President, with the approval of the Executive Board, shall appoint
chairpersons of the special committees.] Special committees shall be automatically dissolved
upon completion of its assignment or upon decision by the Executive Board.

Se​​​ction 4. 

An individual may serve unlimited terms as a committee chairperson, if appointed
year to year.

ARTICLE X. FISCAL POLICY

Sec​tion 1. 

The Executive Board shall see that a budget shall be presented for approval at the
[first/final] general membership (open) meeting of the academic year. At that time, additional
funds from the [previous/current] year are also allocated. The Board has authority to make
budget adjustments during the year, provided they do not individually exceed $500.00; the
Board shall have no power to make the Organization liable for any debt(s) in an amount exceeding the
cash assets of the Organization which have not been otherwise appropriated.

Sectio​n 2. 

Each committee chairperson has access to the budgeted funds for his/her committee
during the current school year only. These funds will be disbursed by the Treasurer provided the
expense falls within the committee’s budget and is substantiated by a purchase order or receipt.

Sectio​n 3. 

Any expenditure that requires carry-over or any anticipated expenditure
occurring before the next year’s budget is approved may be approved at the last meeting of
the year.] - Delete this section if the budget is approved at the final meeting of the
preceding year.
9

ARTICLE XI. MEETINGS/VOTING

Secti​​on 1.

There shall be regular general membership (open) meetings of the Organization,
scheduled prior to the beginning of the school year. A regular meeting schedule may be
established in the Standing Rules of the Organization. Special meetings of the general
membership may be called by the President, Principal or by a majority vote of the Executive
Board, five days notice having been given. Members shall be notified no later than five days in
advance of the date of any rescheduled general membership meeting.

Secti​on 2. 

Voting shall be determined by a simple majority of members present, except when
changing or amending the Organization’s Bylaws, when a two-thirds majority vote of members
present must prevail.

ARTICLE XII. Parliamentary PROCEDURE

Secti​on 1. 

Robert’s Rules of Order (current edition) shall govern this Organization in all cases to
which they are applicable and not in conflict with these Bylaws.

ARTICLE XIII. AMENDMENTS

S​ection 1. 

The​se Bylaws may be amended at any membership meeting of the Organization by
two-thirds vote of the members present and voting, provided that notice of the proposed
amendment shall be given at the previous general membership meeting.

Section 2. 

​A committee may be appointed to review the Bylaws, as revised and amended, every
two year(s). The committee shall draft any proposed amendments for presentation to the
membership as provided for in Section 1 of this Article.

ARTICLE XIV. STANDING RULES

The Executive Board may maintain a list of Standing Rules to serve as a further operating guide
for the Organization. These Standing Rules should be revised yearly to reflect the procedures of
the current Executive Board.

Article​​ XIV: 

Standing Rules
Each year, the discussion about entering into a chartering agreement or renewing the
chartering agreement with the Boy Scouts should take place with the outgoing PTO
Board and the incoming PTO Board. A vote by the new Board should take place by June
30. Written notification of the decision should be given to the following individuals by
July 15 of each school year.
Boy Scouts of America Representative
School Principal
PTO Board Secretary