AMENDED AND RESTATED BYLAWS OF THE SHADES CAHABA ELEMENTARY
SCHOOL PARENT TEACHER ORGANIZATION
Article I:Name
The name of this organization is the Shades Cahaba Elementary School Parent Teacher
Organization (the “PTO”) of Homewood, Alabama.
Article II:Mission Statement
The PTO exists to support the staff and students of Shades Cahaba Elementary School (the
“School”) by providing and promoting a dedicated and innovative community of parents,
teachers and supporters through the volunteering of time and talents, the demonstration of
exceptional character and the management and allocation of fundraising.
Article III:Basic Policies
The following are the basic policies of the PTO:
a.The PTO shall be noncommercial, nonsectarian, nonpartisan, and nondiscriminatory.
b.The name of the PTO or the names of any members in their official capacities shall not be
used in any connection with any commercial concern or with any partisan interest or for any
purpose not appropriately related to promotion of the objectives of the PTO.
c.The PTO shall not, directly or indirectly, participate or intervene (in any way, including the
publishing or distributing of statements) in any political campaign on behalf of, or in
opposition to, any candidate for public office, or devote more than an insubstantial part of its
activities to attempting to influence legislation by propaganda or otherwise.
d.The PTO shall cooperate with the school to support the improvement of education in ways
that will not interfere with the administration of the School and shall not seek to dictate school
policies.
e.The PTO may cooperate with other organizations and agencies concerned with child
welfare, but persons representing the PTO in such matters shall make no commitments that
bind the PTO.
f. The PTO shall provide a framework for coordinating fundraising and volunteer efforts to
purchase instructional items and fund events, activities and school enhancements to enrich
the learning experience that would not otherwise be provided by the school budget.
g. All members of the PTO Board of Directors, PTO Committee Chairpersons, and PTO
members are expected to behave in a professional manner and follow the PTO Bylaws.
h. The organization is organized exclusively for charitable and educational purposes.
Notwithstanding any other provision of these articles, the PTO shall not carry on any other
activities not permitted to be carried on (a) by an organization exempt from federal income
tax under section 501(c)(3) of the Internal Revenue Code, or (b) by an organization,
contributions to which are deductible under section 170 (c)(2) of the Internal Revenue Code,
or the corresponding section of any future federal tax code.
Article IV: PTO Board of Directors
The PTO Board of Directors shall include the offices of President, President-Elect, Recording
Secretary, Treasurer, Assistant Treasurer, Hospitality Director, Fundraiser Director,
Parliamentarian, Shades Cahaba Elementary Teacher Advisor, Shades Cahaba Elementary
Principal, and Shades Cahaba Elementary Assistant Principal.
Article V:Membership, Dues and Project Monies
Section 1. Any individual who has a vested interest in the School, (i.e., a parent or guardian
of an enrolled student, or a teacher or administrator of Shades Cahaba Elementary School),
and who subscribes to the objectives and basic policies of the PTO shall be considered a
member of the PTO, subject only to compliance with the provisions of these Bylaws.
Section 2. Each member shall be encouraged to pay annual membership dues. However,
failure to pay such dues does not in itself preclude a PTO member from participating in PTO
sponsored activities, meetings and voting on PTO-related business matters. New members
are welcome to join the PTO throughout the school year and will be encouraged to pay his or
her dues at such time.
Section 3. Members are encouraged to make a Classroom Assistance Donation annually.
The Classroom Assistance Fund helps supplement materials classrooms may need which
are not covered by state classroom funds. This fee is separate from the annual PTO
Membership Dues and is paid on a family-basis (once annually per family), rather than
individually for each child.
Article VI: Fiscal Year and Financial Policies
Section 1.The fiscal year of this PTO shall begin on July 1 of each year and end on June 30
of the following year.
a. The outgoing Treasurer will provide all PTO financial records to the incoming
treasurer by the completion of the fiscal year. Financial records shall include but are
not exclusive to hard copy and electronic files, all electronic logins and passwords,
copies of PO’s/invoices/deposit slips.
b. The outgoing Treasurer and President will be required to make themselves available
to the incoming officers at a predetermined meeting prior to June 30th to transition
banking authority.
Section 2. No part of the net earnings of the PTO shall benefit,or be distributed to,
its members, officers, or other private persons.
Section 3. A budget, including project monies, funds and membership dues, shall be
prepared by the President-Elect, Assistant Treasurer and Principal with assistance, as
needed, from the current President and Treasurer, and presented to the PTO Board of
Directors for simple majority approval no later than the last day of the school year prior to
the school calendar year in which the budget will be in place.
a. If a line item exceeds the amount budgeted over 10% within a school year, the Board
of Directors will be notified and a simple majority vote will be required to approve or
deny excess expenditures. If the PTO Board of Directors denies the excess
expenditure, the monetary request must thereby remain within the limits specified by
the current budget.
b. The chairperson of each standing committee shall be responsible for managing committee
expenditures within the approved PTO budget line item for that committee.
Section 4. The balance of funds available, which shall include any monies raised through
school projects during the year, shall be designated as a general fund for needs arising
during the year. Requests for expenditures from this fund shall be approved as follows: (1)
expenditures less than five hundred dollars ($500.00) shall be presented to and approved by
the President, (2) expenditures of five hundred dollars ($500.00) to one thousand five
hundred dollars ($1,500.00) shall be presented to and approved by the PTO Board of
Directors by quorum of members and (3) expenditures over one thousand five hundred
dollars ($1,500.00) shall be presented to and approved by the PTO members.
c. The PTO budget must include a reserve balance of 20% of the expense budget in
the bank account at all times.
Section 5. All expenditures shall be submitted as a Purchase Order to the Treasurer,
followed by written approval from school administration prior to a purchase being made. It
is prudent to obtain a quote from the vendor prior to making a request for a PO. Request
and approval of a PO must be completed prior to placing an order from a vendor.
a. When submitting a PO for approval, the requester shall state a maximum amount of
monies needed to fulfill payment. If the amount spent exceeds the maximum
requested, the PTO Board of Directors shall be notified.
b. Following approval of Purchase Orders, all payments to vendors in excess of $250
should be made using the PTO checkbook or PTO Debit Card. The use of personal
credit cards should be avoided if at all possible and is prohibited in amounts greater
than $250.
c. All contracts or binding financial commitments of the PTO must be approved by the
Principal, PTO President, and PTO Treasurer. All contracts entered must be in the
name of the Shades Cahaba Elementary PTO and not under Shades Cahaba
Elementary School.
Section 6. All checks, drafts, or other orders for the payment of money on behalf of the PTO
from PTO bank accounts shall require two(2) signatures to be signed by the Treasurer and
President.
a.The Treasurer and/or President shall deposit all funds of the PTO to the credit
of the organization in such banks, trust companies or other depositories as the Board of
Directors may select and shall make disbursements as authorized by the Shades Cahaba
Principal and Shades Cahaba PTO President.
b. All deposits shall be made within a maximum of three (3) business days from
the receipt of funds. All orders of payment shall be made within a maximum of ten (10)
business days from invoice request.
c. Cash and checks accrued at fundraising events such as, but not limited to, Winter
Festival, Owl Prowl, and Spirit Gear sales must be deposited by the next business day. If the
cash and/or checks cannot be deposited at the bank by the end of the business day,, the
money is to remain in the Shades Cahaba Elementary safe until the next business day.
Section 7. The Treasurer’s accounts shall be reviewed annually by an accountant chosen by
the PTO Board of Directors and Shades Cahaba Principal in compliance with the Shades
Cahaba Conflict of Interest policy outlined in Section XIV of these bylaws. Funds will be
allocated in the annual budget for an outside accounting review. The accountant will prepare
a report of this review and such report will be presented to an Auditing Committee consisting
of the President, President-Elect, Treasurer, Assistant Treasurer, Principal and
Vice-Principal.
Article VII:Meetings
Section 1. Regular meetings of the PTO shall be held as determined by the PTO Board of
Directors no later than the beginning of the school year. Each member will be advised of the
scheduled meetings for the year. In the event it becomes necessary to change the date of a
scheduled meeting, written notice shall be given of said change.
Section 2. Special meetings of the PTO Board of Directors may be called by the President
or by a majority of the members of the Board.
Section 3. Member Quorum: Except as provided for expressly herein, a duly announced
PTO meeting, (at least 3 days’ notice of said meeting via school newsletter, email or phone
call to all PTO members), shall constitute a quorum when at least 5 non-Board PTO
members are present. A simple majority vote of such quorum shall constitute approval for all
matters presented for a vote.
Section 4. The privilege of holding office, introducing motions, debating, and voting shall
be limited to members of the PTO.
Section 5. Any member of the PTO may present an issue to the PTO Board of Directors
for voting upon by the PTO members.
Article VIII:PTO Board Members and Obligations
Section 1. The PTO Board of Directors shall consist of the officers of the PTO, a Teacher
Representative, and the non-elected membership of the Assistant Principal and the Principal
of the School. The members of the PTO Board of Directors shall serve until the end of the
school year.
Section 2. The duties of the PTO Board of Directors shall be:
a.To transact necessary business in the intervals between the PTO meetings and such other
business as may be referred to it by the PTO;
b.To approve the work planned by the standing committees;
c.To approve a budget for the PTO for the school year;
d.To create standing and special committees; and
e.To approve routine bills within the limits of the budget and other expenditures as
provided for in these Bylaws.
Section 3. Special meetings of the PTO Board of Directors may be called by the President
or by a majority of the members of the Board.
Section 4. Quorum: At any meeting of the PTO Board of Directors, a majority of the total
number of PTO Board directors shall constitute a quorum for the transaction of business, and
when voting on any business, a majority of such quorum shall constitute approval of all
business transactions. Where a proposal is presented to the PTO Board of Directors for
approval via email, unanimous consent of the PTO Board of Directors is required; however,
such approval may be submitted via an electronic signature.
Article IX:Officers and Election of Officers
Section 1. Officers and their Election
a. The officers of the PTO shall be a President, President-Elect, Recording Secretary,
Treasurer, Assistant Treasurer, Hospitality Director, Fundraiser Director, Parliamentarian,
Shades Cahaba Teacher Advisor, Shades Cahaba Principal, and Shades Cahaba
Assistant Principal.
b. Officers shall be elected annually in the month of April. The immediate President will serve
as Parliamentarian. The Assistant Treasurer will serve as Treasurer and the immediate
President-Elect will serve as President. In the event the designated officer is unable to
accept the position, the position shall be filled in the April election.
c. Officers shall assume their official duties at the end of the school year and shall serve for a
one-year term. After the election of the new officers, the incoming President and
President-Elect shall assist the immediate President until the term expires.
d. Unless due to extenuating circumstances, no person in the offices of Treasurer, Assistant
Treasurer, Winter Festival Chair, or Owl Prowl Chair shall serve more than two consecutive
terms in the same office.
e. A board member of the PTO Board of Directors, may be removed from their position by a
3/4 majority vote of the remaining voting members of the PTO Board of Directors. The vacant
position will then be filled according to Article IX; Section 3.
i. Under extenuating circumstances, the Principal of Shades Cahaba may ask a Board
Member, Committee Chairperson, and/or PTO Member to step down from his/her
position.
ii. A person who has been asked to step down or been removed from any position
within the organization forfeits the right to serve in any position in the future, including
the Board of Directors or as a Committee Chair.
Section 2. Nominating Committee
a. There shall be a Nominating Committee composed of seven members: President,
President-Elect, Principal of the School, two teachers currently employed at the School, and
two PTO members. The PTO members shall be appointed by the PTO Board of Directors.
The President shall be the chairman of this committee.
b. The President Elect shall create and distribute, in multiple ways, a self- submission survey
to the PTO for parents to indicate interest in serving in officer, committee and volunteer
positions. After parents have been given at least 14 days to respond to the survey, the
President-Elect and Shades Cahaba Principal shall begin filling board positions following the
responses of the self-submitted survey of PTO membership.
c. The nominating committee shall approve a slate of Board of Directors presented by the
President-Elect by April at which time additional nominations may be made via meeting or
email. The final slate of the Board of Directors must be voted on at the May PTO meeting.
Section 3. Vacancies
When a vacancy occurs in any elective office other than President, it shall be filled by
appointment of the President with the consent of all of the members of the PTO Board of
Directors. When a vacancy occurs in the office of President, the President-Elect will
become President.
Article X: Duties of Officers
Section 1. The President shall preside at all meetings of the PTO and of the PTO Board of
Directors at which he/she may be present; shall perform such duties as may be prescribed in
these Bylaws or assigned to him/her by the PTO or by the PTO Board of Directors; shall
communicate with the Principal and/or Assistant Principal on all plans and PTO business
affecting the school; shall be responsible each year for seeing that each PTO Board member
is given a copy of the current Bylaws; shall, along with the PTO Treasurer, have banking
authority on behalf of the PTO; shall stand as ex-officio member of all standing and special
committees; along with school administration, plan calendar events for each school year; and
shall coordinate the work of the officers and committees of the PTO in order that the PTO’s
objectives may be promoted. The President can modify the roles and duties of the PTO
officers with the approval of a majority vote of the Board of Directors
Section 2. The President-Elect shall use the school year as a training period before taking
office as President the following year. The President-Elect shall serve as Director of Special
Events by keeping informed of relevant dates and information, and providing input and/or
assistance as needed; coordinate PTO school supply sales; shall organize the school Supply
Day in August; with the Assistant Treasurer and Shades Cahaba Principal, prepare the
following year’s budget with the assistance of the Treasurer and PTO President as needed;
and shall provide assistance to the President as needed. In the event that the acting
President cannot retain that position, the President-Elect shall take office immediately.
Section 3. The Recording Secretary shall keep an accurate record of all meetings of the
PTO and of the PTO Board and shall perform such other duties as may be delegated. The
Secretary will provide a copy of the prior month’s meeting minutes for approval at each
monthly PTO meeting. Once approved, the Recording Secretary shall forward meeting
minutes to the appropriate PTO representative to be posted on the PTO website.
Section 4. The Treasurer shall have custody of all funds of the PTO; shall keep full and
accurate accounts of receipts and disbursements of the PTO; shall deposit funds in the
name of the PTO; be responsible for the maintenance of such books of account and records
as conforms to the requirements of Article VI of these bylaws; shall provide the Auditing
Committee and accountant with financial and other pertinent records for annual review; be
responsible for passing reports, as detailed in Article VI; section a, to the incoming treasurer
by June 30 of the applicable year; and shall present a financial statement at every meeting of
the PTO and at other times when requested by the PTO Board and shall make a full report at
the final general meeting of the year.
Section 5. The Assistant Treasurer shall assist the Treasurer with any of his/her duties. The
Assistant Treasurer shall reconcile all mobile payment services to appropriate sales records.
Section 6. The Fundraiser Director shall coordinate Shades Cahaba Dine Out events and
any other fundraising opportunities other than Winter Festival and Owl Prowl.
Section 7. The Parliamentarian shall advise the presiding officer on questions
of parliamentary law and matters of procedure.
Section 8: The Hospitality Director shall serve as coordinator of staff lounge goodies
provided by classroom parents; shall recognize teacher and staff birthdays on behalf of the
PTO; shall assist, when needed, with all hospitality sponsored events and gestures of
appreciation and/or sympathy; and shall serve as the Board of Directors liaison for all chairs
and committees associated with hospitality activities.
Section 9. All social media posts and electronic communication must follow the SCE
communication guidelines.
Section 10. All officers shall deliver to their successors all official material by the May
meeting, except the Treasurer, who will deliver all official materials on or before the June
30th fiscal year transition.
Article XI:Standing and Special Committees
Section 1. Such standing committees shall be created by the PTO Board of Directors as
deemed necessary to promote the objectives and carry on the work of the PTO.
Section 2. The President shall be a member ex officio of all committees.
Section 3. The power to form special committees and appoint their members is delegated
to the President of the PTO. Since a special committee is created and appointed for a
specific
purpose, it automatically goes out of existence when its work is completed and the PTO
Board of Directors receives its final report.
Section 4. Chairpersons of the standing committees shall work with the PTO President-Elect
to select members in accordance with their needs. Both the Chairperson and the PTO Board
of Directors will mutually agree upon the terms of the Committee. No significant committee
additions or alterations may be undertaken without the consent of the PTO Board.
Section 5. When a chairperson’s position becomes vacant, the PTO Board of Directors shall
appoint a person to fill the unexpired term.
Section 6. Unless due to extenuating circumstances, no chairperson shall serve more than
two consecutive terms for any fiduciary committee.
Article XII: School Representatives
Section 1: Principal and Assistant Principal
a. Shall monitor school needs as related to the purpose of the organization and
communicate those needs to the PTO membership.
b. Shall receive suggestions from the PTO for the improvement of the school program.
c. Shall ensure that the activities of the PTO are in concert with the needs of the school
community.
d. Shall approve all PTO expenditures and PO’s and advised of committee
creations and parent correspondence.
e. Shall serve as a member of the PTO Board of Directors.
Section 2: Teacher Advisory Representative
a. Shall be appointed by the President-Elect each year.
b. Shall communicate regularly with the staff and serve as a liaison between teachers
and the remaining PTO membership.
c. Shall serve as a member of the PTO Board of Directors.
d. If the Teacher Advisory Representative cannot attend any PTO Board of Directors
meeting, then the person will have a representative to attend in their place.
Article XIII: Conflicts of Interest
Section 1. Purpose
The purpose of the conflict of interest policy is to protect the Shades Cahaba Elementary
School PTO’s interest when it is contemplating entering into a transaction or arrangement
that might benefit the private interest of an Officer or Director of the Shades Cahaba
Elementary 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
conflict of interest applicable to nonprofit and charitable organizations.
Section 2. Definitions
a. Interested Person. Any director, officer, or member of a standing committee, who has a direct
or indirect financial interest, as defined below, is an interested person
b.Financial Interest. A person has a financial interest if the person has, directly or indirectly
through business, investment, or family:
i. An ownership or investment interest in any entity with which the Shades Cahaba
Elementary PTO has a transaction or arrangement,
ii. A compensation arrangement with the Shades Cahaba Elementary PTO or with any
entity or individual with which the Shades Cahaba Elementary PTO has a transaction or
arrangement, or,
iii. A potential ownership or investment interest in or compensation arrangement with, any
entity or individual with which the Shades Cahaba Elementary PTO is negotiating a transaction or
arrangement.
c. Compensation includes direct and indirect remuneration as well as gifts or favors that are not
insubstantial.
d. A financial interest is not necessarily a conflict of interest. A person who has a financial interest
may have a conflict of interest only if the Board of Directors decides that a conflict of interest
exists.
Section 3. Procedures
a.Duty to Disclose. In connection with any actual or possible conflict of interest, an interested
person must disclose the existence of the financial interest and be given the opportunity to
disclose all material facts to the Directors.
b. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and
all material facts, and after any discussion with the interested person, the interested person shall
leave the Board meeting while the determination of a conflict of interest is discussed and voted
upon. The remaining Board members shall decide if a conflict of interest exists.
c. Procedures for Addressing the Conflict of Interest.
i. The Board of Directors shall appoint a disinterested person or committee to investigate
alternatives to the proposed transaction or arrangement.
ii. After exercising due diligence, the Board of Directors shall determine whether the
Shades Cahaba Elementary 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.
iii. If a more advantageous transaction or arrangement is not reasonably possible under
circumstances not producing a conflict of interest, the Board of Directors shall determine by a
majority vote of the Board of Directors (excluding any interested person) whether the transaction
or arrangement is in the Shades Cahaba Elementary 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 Conflict of Interest Policy
i. If the Board of Directors has reasonable cause to believe a Director has failed to disclose
actual or possible conflicts of interest, it shall inform the Director of the basis for such belief and
afford the Director an opportunity to explain the alleged failure to disclose.
ii. If, after hearing the Director’s response and after making further investigation as warranted by
the circumstances, the Board of Directors determines that the Director has failed to disclose an
actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action,
including removal if deemed appropriate.
Section 4. Records of Proceedings
The minutes of the governing board and all committees with board delegated powers shall
contain:
a. 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 Board of Director’s
decision as to whether a conflict of interest in fact existed.
b. The names of the persons who were present for discussions and votes relating to the
transaction or arrangement; the content of the discussion; including any alternatives to the
proposed transaction or arrangement; and a record of any votes taken in connection with the
proceedings.
Section 5. Compensation
a. A voting member of the Board of Directors who receives compensation, directly or indirectly,
from the organization for services is precluded from voting on matters pertaining to that Director’s
compensation.
b. A voting member of any committee whose jurisdiction includes compensation matters and who
receives compensation, directly or indirectly, from the organization for services is precluded from
voting on matters pertaining to that member’s compensation.
c.No voting member of the Board of Directors or any committee whose jurisdiction includes
compensation matters and who receives compensation, directly or indirectly, from Shades
Cahaba Elementary PTO, either individually or collectively, is prohibited from providing
information to any committee regarding compensation.
Section 6. Annual Statements
Each Director and Officer shall annually sign a statement which affirms that such person:
i. Has received a copy of the conflict of interest policy;
ii.Has read and understood the policy;
iii.Has agreed to comply with the policy; and
iv. Understands that the Shades Cahaba Elementary PTO is a charitable organization, and
in order to maintain its federal tax exemption it must engage primarily in activities which
accomplish one or more of its tax-exempt purposes.
Section 7. Periodic Review
To ensure that the organization 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:
a. Whether compensation arrangements and benefits are reasonable, based on competent
survey information, and are the result of arm’s length bargaining.
b. Whether partnerships, joint ventures, and arrangements with management organizations
conform to the services, further charitable purposes, and do not result in inurement,
impermissible private benefit, or an excess benefit transaction.
Section 8. Use of Outside Experts.
When conducting the periodic reviews as provided in Section 7, the Shades Cahaba Elementary
PTO may, but need not use outside advisors. If outside experts are used, their use shall relieve
the governing board of its responsibility for ensuring that periodic reviews are conducted
Article XIV:Amendments
These Bylaws may be amended at any regular meeting of the PTO by a two-thirds vote of
the members present and voting, provided that notice of the proposed amendments has
been given at a previous meeting and said proposed amendments have been recommended
by two- thirds of the PTO Board of Directors. These Bylaws shall be reviewed by the Bylaws
Committee every three years. The Bylaws Committee shall consist of the President,
President-Elect and at least one PTO member.
The Amended and Restated Bylaws of the Shades Cahaba Elementary School Parent
Teacher Organization are dated as of the 19th day of May 2023.
Article XV: Dissolution
The organization may be dissolved in the following manner:
Section 1. Notification of Dissolution
a. The Executive Board shall give notice to the entire membership that the dissolution is
being considered by publishing the Articles of Dissolution.
b. At least two weeks following the notice, a special meeting shall be called to discuss
the dissolution proposal and to vote.
c. Dissolution requires approval of the Articles of Dissolution by a two-thirds vote of the
members present.
Section 2.In the event of dissolution, the residual assets of the organization should first be
used to pay any outstanding bills and with the General Membership’s approval, spent for the
benefit of Shades Cahaba Elementary School for the purpose for which the assets were
intended and in compliance with Section 501(c)(3) of the IRS.
SCHOOL PARENT TEACHER ORGANIZATION
Article I:Name
The name of this organization is the Shades Cahaba Elementary School Parent Teacher
Organization (the “PTO”) of Homewood, Alabama.
Article II:Mission Statement
The PTO exists to support the staff and students of Shades Cahaba Elementary School (the
“School”) by providing and promoting a dedicated and innovative community of parents,
teachers and supporters through the volunteering of time and talents, the demonstration of
exceptional character and the management and allocation of fundraising.
Article III:Basic Policies
The following are the basic policies of the PTO:
a.The PTO shall be noncommercial, nonsectarian, nonpartisan, and nondiscriminatory.
b.The name of the PTO or the names of any members in their official capacities shall not be
used in any connection with any commercial concern or with any partisan interest or for any
purpose not appropriately related to promotion of the objectives of the PTO.
c.The PTO shall not, directly or indirectly, participate or intervene (in any way, including the
publishing or distributing of statements) in any political campaign on behalf of, or in
opposition to, any candidate for public office, or devote more than an insubstantial part of its
activities to attempting to influence legislation by propaganda or otherwise.
d.The PTO shall cooperate with the school to support the improvement of education in ways
that will not interfere with the administration of the School and shall not seek to dictate school
policies.
e.The PTO may cooperate with other organizations and agencies concerned with child
welfare, but persons representing the PTO in such matters shall make no commitments that
bind the PTO.
f. The PTO shall provide a framework for coordinating fundraising and volunteer efforts to
purchase instructional items and fund events, activities and school enhancements to enrich
the learning experience that would not otherwise be provided by the school budget.
g. All members of the PTO Board of Directors, PTO Committee Chairpersons, and PTO
members are expected to behave in a professional manner and follow the PTO Bylaws.
h. The organization is organized exclusively for charitable and educational purposes.
Notwithstanding any other provision of these articles, the PTO shall not carry on any other
activities not permitted to be carried on (a) by an organization exempt from federal income
tax under section 501(c)(3) of the Internal Revenue Code, or (b) by an organization,
contributions to which are deductible under section 170 (c)(2) of the Internal Revenue Code,
or the corresponding section of any future federal tax code.
Article IV: PTO Board of Directors
The PTO Board of Directors shall include the offices of President, President-Elect, Recording
Secretary, Treasurer, Assistant Treasurer, Hospitality Director, Fundraiser Director,
Parliamentarian, Shades Cahaba Elementary Teacher Advisor, Shades Cahaba Elementary
Principal, and Shades Cahaba Elementary Assistant Principal.
Article V:Membership, Dues and Project Monies
Section 1. Any individual who has a vested interest in the School, (i.e., a parent or guardian
of an enrolled student, or a teacher or administrator of Shades Cahaba Elementary School),
and who subscribes to the objectives and basic policies of the PTO shall be considered a
member of the PTO, subject only to compliance with the provisions of these Bylaws.
Section 2. Each member shall be encouraged to pay annual membership dues. However,
failure to pay such dues does not in itself preclude a PTO member from participating in PTO
sponsored activities, meetings and voting on PTO-related business matters. New members
are welcome to join the PTO throughout the school year and will be encouraged to pay his or
her dues at such time.
Section 3. Members are encouraged to make a Classroom Assistance Donation annually.
The Classroom Assistance Fund helps supplement materials classrooms may need which
are not covered by state classroom funds. This fee is separate from the annual PTO
Membership Dues and is paid on a family-basis (once annually per family), rather than
individually for each child.
Article VI: Fiscal Year and Financial Policies
Section 1.The fiscal year of this PTO shall begin on July 1 of each year and end on June 30
of the following year.
a. The outgoing Treasurer will provide all PTO financial records to the incoming
treasurer by the completion of the fiscal year. Financial records shall include but are
not exclusive to hard copy and electronic files, all electronic logins and passwords,
copies of PO’s/invoices/deposit slips.
b. The outgoing Treasurer and President will be required to make themselves available
to the incoming officers at a predetermined meeting prior to June 30th to transition
banking authority.
Section 2. No part of the net earnings of the PTO shall benefit,or be distributed to,
its members, officers, or other private persons.
Section 3. A budget, including project monies, funds and membership dues, shall be
prepared by the President-Elect, Assistant Treasurer and Principal with assistance, as
needed, from the current President and Treasurer, and presented to the PTO Board of
Directors for simple majority approval no later than the last day of the school year prior to
the school calendar year in which the budget will be in place.
a. If a line item exceeds the amount budgeted over 10% within a school year, the Board
of Directors will be notified and a simple majority vote will be required to approve or
deny excess expenditures. If the PTO Board of Directors denies the excess
expenditure, the monetary request must thereby remain within the limits specified by
the current budget.
b. The chairperson of each standing committee shall be responsible for managing committee
expenditures within the approved PTO budget line item for that committee.
Section 4. The balance of funds available, which shall include any monies raised through
school projects during the year, shall be designated as a general fund for needs arising
during the year. Requests for expenditures from this fund shall be approved as follows: (1)
expenditures less than five hundred dollars ($500.00) shall be presented to and approved by
the President, (2) expenditures of five hundred dollars ($500.00) to one thousand five
hundred dollars ($1,500.00) shall be presented to and approved by the PTO Board of
Directors by quorum of members and (3) expenditures over one thousand five hundred
dollars ($1,500.00) shall be presented to and approved by the PTO members.
c. The PTO budget must include a reserve balance of 20% of the expense budget in
the bank account at all times.
Section 5. All expenditures shall be submitted as a Purchase Order to the Treasurer,
followed by written approval from school administration prior to a purchase being made. It
is prudent to obtain a quote from the vendor prior to making a request for a PO. Request
and approval of a PO must be completed prior to placing an order from a vendor.
a. When submitting a PO for approval, the requester shall state a maximum amount of
monies needed to fulfill payment. If the amount spent exceeds the maximum
requested, the PTO Board of Directors shall be notified.
b. Following approval of Purchase Orders, all payments to vendors in excess of $250
should be made using the PTO checkbook or PTO Debit Card. The use of personal
credit cards should be avoided if at all possible and is prohibited in amounts greater
than $250.
c. All contracts or binding financial commitments of the PTO must be approved by the
Principal, PTO President, and PTO Treasurer. All contracts entered must be in the
name of the Shades Cahaba Elementary PTO and not under Shades Cahaba
Elementary School.
Section 6. All checks, drafts, or other orders for the payment of money on behalf of the PTO
from PTO bank accounts shall require two(2) signatures to be signed by the Treasurer and
President.
a.The Treasurer and/or President shall deposit all funds of the PTO to the credit
of the organization in such banks, trust companies or other depositories as the Board of
Directors may select and shall make disbursements as authorized by the Shades Cahaba
Principal and Shades Cahaba PTO President.
b. All deposits shall be made within a maximum of three (3) business days from
the receipt of funds. All orders of payment shall be made within a maximum of ten (10)
business days from invoice request.
c. Cash and checks accrued at fundraising events such as, but not limited to, Winter
Festival, Owl Prowl, and Spirit Gear sales must be deposited by the next business day. If the
cash and/or checks cannot be deposited at the bank by the end of the business day,, the
money is to remain in the Shades Cahaba Elementary safe until the next business day.
Section 7. The Treasurer’s accounts shall be reviewed annually by an accountant chosen by
the PTO Board of Directors and Shades Cahaba Principal in compliance with the Shades
Cahaba Conflict of Interest policy outlined in Section XIV of these bylaws. Funds will be
allocated in the annual budget for an outside accounting review. The accountant will prepare
a report of this review and such report will be presented to an Auditing Committee consisting
of the President, President-Elect, Treasurer, Assistant Treasurer, Principal and
Vice-Principal.
Article VII:Meetings
Section 1. Regular meetings of the PTO shall be held as determined by the PTO Board of
Directors no later than the beginning of the school year. Each member will be advised of the
scheduled meetings for the year. In the event it becomes necessary to change the date of a
scheduled meeting, written notice shall be given of said change.
Section 2. Special meetings of the PTO Board of Directors may be called by the President
or by a majority of the members of the Board.
Section 3. Member Quorum: Except as provided for expressly herein, a duly announced
PTO meeting, (at least 3 days’ notice of said meeting via school newsletter, email or phone
call to all PTO members), shall constitute a quorum when at least 5 non-Board PTO
members are present. A simple majority vote of such quorum shall constitute approval for all
matters presented for a vote.
Section 4. The privilege of holding office, introducing motions, debating, and voting shall
be limited to members of the PTO.
Section 5. Any member of the PTO may present an issue to the PTO Board of Directors
for voting upon by the PTO members.
Article VIII:PTO Board Members and Obligations
Section 1. The PTO Board of Directors shall consist of the officers of the PTO, a Teacher
Representative, and the non-elected membership of the Assistant Principal and the Principal
of the School. The members of the PTO Board of Directors shall serve until the end of the
school year.
Section 2. The duties of the PTO Board of Directors shall be:
a.To transact necessary business in the intervals between the PTO meetings and such other
business as may be referred to it by the PTO;
b.To approve the work planned by the standing committees;
c.To approve a budget for the PTO for the school year;
d.To create standing and special committees; and
e.To approve routine bills within the limits of the budget and other expenditures as
provided for in these Bylaws.
Section 3. Special meetings of the PTO Board of Directors may be called by the President
or by a majority of the members of the Board.
Section 4. Quorum: At any meeting of the PTO Board of Directors, a majority of the total
number of PTO Board directors shall constitute a quorum for the transaction of business, and
when voting on any business, a majority of such quorum shall constitute approval of all
business transactions. Where a proposal is presented to the PTO Board of Directors for
approval via email, unanimous consent of the PTO Board of Directors is required; however,
such approval may be submitted via an electronic signature.
Article IX:Officers and Election of Officers
Section 1. Officers and their Election
a. The officers of the PTO shall be a President, President-Elect, Recording Secretary,
Treasurer, Assistant Treasurer, Hospitality Director, Fundraiser Director, Parliamentarian,
Shades Cahaba Teacher Advisor, Shades Cahaba Principal, and Shades Cahaba
Assistant Principal.
b. Officers shall be elected annually in the month of April. The immediate President will serve
as Parliamentarian. The Assistant Treasurer will serve as Treasurer and the immediate
President-Elect will serve as President. In the event the designated officer is unable to
accept the position, the position shall be filled in the April election.
c. Officers shall assume their official duties at the end of the school year and shall serve for a
one-year term. After the election of the new officers, the incoming President and
President-Elect shall assist the immediate President until the term expires.
d. Unless due to extenuating circumstances, no person in the offices of Treasurer, Assistant
Treasurer, Winter Festival Chair, or Owl Prowl Chair shall serve more than two consecutive
terms in the same office.
e. A board member of the PTO Board of Directors, may be removed from their position by a
3/4 majority vote of the remaining voting members of the PTO Board of Directors. The vacant
position will then be filled according to Article IX; Section 3.
i. Under extenuating circumstances, the Principal of Shades Cahaba may ask a Board
Member, Committee Chairperson, and/or PTO Member to step down from his/her
position.
ii. A person who has been asked to step down or been removed from any position
within the organization forfeits the right to serve in any position in the future, including
the Board of Directors or as a Committee Chair.
Section 2. Nominating Committee
a. There shall be a Nominating Committee composed of seven members: President,
President-Elect, Principal of the School, two teachers currently employed at the School, and
two PTO members. The PTO members shall be appointed by the PTO Board of Directors.
The President shall be the chairman of this committee.
b. The President Elect shall create and distribute, in multiple ways, a self- submission survey
to the PTO for parents to indicate interest in serving in officer, committee and volunteer
positions. After parents have been given at least 14 days to respond to the survey, the
President-Elect and Shades Cahaba Principal shall begin filling board positions following the
responses of the self-submitted survey of PTO membership.
c. The nominating committee shall approve a slate of Board of Directors presented by the
President-Elect by April at which time additional nominations may be made via meeting or
email. The final slate of the Board of Directors must be voted on at the May PTO meeting.
Section 3. Vacancies
When a vacancy occurs in any elective office other than President, it shall be filled by
appointment of the President with the consent of all of the members of the PTO Board of
Directors. When a vacancy occurs in the office of President, the President-Elect will
become President.
Article X: Duties of Officers
Section 1. The President shall preside at all meetings of the PTO and of the PTO Board of
Directors at which he/she may be present; shall perform such duties as may be prescribed in
these Bylaws or assigned to him/her by the PTO or by the PTO Board of Directors; shall
communicate with the Principal and/or Assistant Principal on all plans and PTO business
affecting the school; shall be responsible each year for seeing that each PTO Board member
is given a copy of the current Bylaws; shall, along with the PTO Treasurer, have banking
authority on behalf of the PTO; shall stand as ex-officio member of all standing and special
committees; along with school administration, plan calendar events for each school year; and
shall coordinate the work of the officers and committees of the PTO in order that the PTO’s
objectives may be promoted. The President can modify the roles and duties of the PTO
officers with the approval of a majority vote of the Board of Directors
Section 2. The President-Elect shall use the school year as a training period before taking
office as President the following year. The President-Elect shall serve as Director of Special
Events by keeping informed of relevant dates and information, and providing input and/or
assistance as needed; coordinate PTO school supply sales; shall organize the school Supply
Day in August; with the Assistant Treasurer and Shades Cahaba Principal, prepare the
following year’s budget with the assistance of the Treasurer and PTO President as needed;
and shall provide assistance to the President as needed. In the event that the acting
President cannot retain that position, the President-Elect shall take office immediately.
Section 3. The Recording Secretary shall keep an accurate record of all meetings of the
PTO and of the PTO Board and shall perform such other duties as may be delegated. The
Secretary will provide a copy of the prior month’s meeting minutes for approval at each
monthly PTO meeting. Once approved, the Recording Secretary shall forward meeting
minutes to the appropriate PTO representative to be posted on the PTO website.
Section 4. The Treasurer shall have custody of all funds of the PTO; shall keep full and
accurate accounts of receipts and disbursements of the PTO; shall deposit funds in the
name of the PTO; be responsible for the maintenance of such books of account and records
as conforms to the requirements of Article VI of these bylaws; shall provide the Auditing
Committee and accountant with financial and other pertinent records for annual review; be
responsible for passing reports, as detailed in Article VI; section a, to the incoming treasurer
by June 30 of the applicable year; and shall present a financial statement at every meeting of
the PTO and at other times when requested by the PTO Board and shall make a full report at
the final general meeting of the year.
Section 5. The Assistant Treasurer shall assist the Treasurer with any of his/her duties. The
Assistant Treasurer shall reconcile all mobile payment services to appropriate sales records.
Section 6. The Fundraiser Director shall coordinate Shades Cahaba Dine Out events and
any other fundraising opportunities other than Winter Festival and Owl Prowl.
Section 7. The Parliamentarian shall advise the presiding officer on questions
of parliamentary law and matters of procedure.
Section 8: The Hospitality Director shall serve as coordinator of staff lounge goodies
provided by classroom parents; shall recognize teacher and staff birthdays on behalf of the
PTO; shall assist, when needed, with all hospitality sponsored events and gestures of
appreciation and/or sympathy; and shall serve as the Board of Directors liaison for all chairs
and committees associated with hospitality activities.
Section 9. All social media posts and electronic communication must follow the SCE
communication guidelines.
Section 10. All officers shall deliver to their successors all official material by the May
meeting, except the Treasurer, who will deliver all official materials on or before the June
30th fiscal year transition.
Article XI:Standing and Special Committees
Section 1. Such standing committees shall be created by the PTO Board of Directors as
deemed necessary to promote the objectives and carry on the work of the PTO.
Section 2. The President shall be a member ex officio of all committees.
Section 3. The power to form special committees and appoint their members is delegated
to the President of the PTO. Since a special committee is created and appointed for a
specific
purpose, it automatically goes out of existence when its work is completed and the PTO
Board of Directors receives its final report.
Section 4. Chairpersons of the standing committees shall work with the PTO President-Elect
to select members in accordance with their needs. Both the Chairperson and the PTO Board
of Directors will mutually agree upon the terms of the Committee. No significant committee
additions or alterations may be undertaken without the consent of the PTO Board.
Section 5. When a chairperson’s position becomes vacant, the PTO Board of Directors shall
appoint a person to fill the unexpired term.
Section 6. Unless due to extenuating circumstances, no chairperson shall serve more than
two consecutive terms for any fiduciary committee.
Article XII: School Representatives
Section 1: Principal and Assistant Principal
a. Shall monitor school needs as related to the purpose of the organization and
communicate those needs to the PTO membership.
b. Shall receive suggestions from the PTO for the improvement of the school program.
c. Shall ensure that the activities of the PTO are in concert with the needs of the school
community.
d. Shall approve all PTO expenditures and PO’s and advised of committee
creations and parent correspondence.
e. Shall serve as a member of the PTO Board of Directors.
Section 2: Teacher Advisory Representative
a. Shall be appointed by the President-Elect each year.
b. Shall communicate regularly with the staff and serve as a liaison between teachers
and the remaining PTO membership.
c. Shall serve as a member of the PTO Board of Directors.
d. If the Teacher Advisory Representative cannot attend any PTO Board of Directors
meeting, then the person will have a representative to attend in their place.
Article XIII: Conflicts of Interest
Section 1. Purpose
The purpose of the conflict of interest policy is to protect the Shades Cahaba Elementary
School PTO’s interest when it is contemplating entering into a transaction or arrangement
that might benefit the private interest of an Officer or Director of the Shades Cahaba
Elementary 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
conflict of interest applicable to nonprofit and charitable organizations.
Section 2. Definitions
a. Interested Person. Any director, officer, or member of a standing committee, who has a direct
or indirect financial interest, as defined below, is an interested person
b.Financial Interest. A person has a financial interest if the person has, directly or indirectly
through business, investment, or family:
i. An ownership or investment interest in any entity with which the Shades Cahaba
Elementary PTO has a transaction or arrangement,
ii. A compensation arrangement with the Shades Cahaba Elementary PTO or with any
entity or individual with which the Shades Cahaba Elementary PTO has a transaction or
arrangement, or,
iii. A potential ownership or investment interest in or compensation arrangement with, any
entity or individual with which the Shades Cahaba Elementary PTO is negotiating a transaction or
arrangement.
c. Compensation includes direct and indirect remuneration as well as gifts or favors that are not
insubstantial.
d. A financial interest is not necessarily a conflict of interest. A person who has a financial interest
may have a conflict of interest only if the Board of Directors decides that a conflict of interest
exists.
Section 3. Procedures
a.Duty to Disclose. In connection with any actual or possible conflict of interest, an interested
person must disclose the existence of the financial interest and be given the opportunity to
disclose all material facts to the Directors.
b. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and
all material facts, and after any discussion with the interested person, the interested person shall
leave the Board meeting while the determination of a conflict of interest is discussed and voted
upon. The remaining Board members shall decide if a conflict of interest exists.
c. Procedures for Addressing the Conflict of Interest.
i. The Board of Directors shall appoint a disinterested person or committee to investigate
alternatives to the proposed transaction or arrangement.
ii. After exercising due diligence, the Board of Directors shall determine whether the
Shades Cahaba Elementary 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.
iii. If a more advantageous transaction or arrangement is not reasonably possible under
circumstances not producing a conflict of interest, the Board of Directors shall determine by a
majority vote of the Board of Directors (excluding any interested person) whether the transaction
or arrangement is in the Shades Cahaba Elementary 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 Conflict of Interest Policy
i. If the Board of Directors has reasonable cause to believe a Director has failed to disclose
actual or possible conflicts of interest, it shall inform the Director of the basis for such belief and
afford the Director an opportunity to explain the alleged failure to disclose.
ii. If, after hearing the Director’s response and after making further investigation as warranted by
the circumstances, the Board of Directors determines that the Director has failed to disclose an
actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action,
including removal if deemed appropriate.
Section 4. Records of Proceedings
The minutes of the governing board and all committees with board delegated powers shall
contain:
a. 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 Board of Director’s
decision as to whether a conflict of interest in fact existed.
b. The names of the persons who were present for discussions and votes relating to the
transaction or arrangement; the content of the discussion; including any alternatives to the
proposed transaction or arrangement; and a record of any votes taken in connection with the
proceedings.
Section 5. Compensation
a. A voting member of the Board of Directors who receives compensation, directly or indirectly,
from the organization for services is precluded from voting on matters pertaining to that Director’s
compensation.
b. A voting member of any committee whose jurisdiction includes compensation matters and who
receives compensation, directly or indirectly, from the organization for services is precluded from
voting on matters pertaining to that member’s compensation.
c.No voting member of the Board of Directors or any committee whose jurisdiction includes
compensation matters and who receives compensation, directly or indirectly, from Shades
Cahaba Elementary PTO, either individually or collectively, is prohibited from providing
information to any committee regarding compensation.
Section 6. Annual Statements
Each Director and Officer shall annually sign a statement which affirms that such person:
i. Has received a copy of the conflict of interest policy;
ii.Has read and understood the policy;
iii.Has agreed to comply with the policy; and
iv. Understands that the Shades Cahaba Elementary PTO is a charitable organization, and
in order to maintain its federal tax exemption it must engage primarily in activities which
accomplish one or more of its tax-exempt purposes.
Section 7. Periodic Review
To ensure that the organization 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:
a. Whether compensation arrangements and benefits are reasonable, based on competent
survey information, and are the result of arm’s length bargaining.
b. Whether partnerships, joint ventures, and arrangements with management organizations
conform to the services, further charitable purposes, and do not result in inurement,
impermissible private benefit, or an excess benefit transaction.
Section 8. Use of Outside Experts.
When conducting the periodic reviews as provided in Section 7, the Shades Cahaba Elementary
PTO may, but need not use outside advisors. If outside experts are used, their use shall relieve
the governing board of its responsibility for ensuring that periodic reviews are conducted
Article XIV:Amendments
These Bylaws may be amended at any regular meeting of the PTO by a two-thirds vote of
the members present and voting, provided that notice of the proposed amendments has
been given at a previous meeting and said proposed amendments have been recommended
by two- thirds of the PTO Board of Directors. These Bylaws shall be reviewed by the Bylaws
Committee every three years. The Bylaws Committee shall consist of the President,
President-Elect and at least one PTO member.
The Amended and Restated Bylaws of the Shades Cahaba Elementary School Parent
Teacher Organization are dated as of the 19th day of May 2023.
Article XV: Dissolution
The organization may be dissolved in the following manner:
Section 1. Notification of Dissolution
a. The Executive Board shall give notice to the entire membership that the dissolution is
being considered by publishing the Articles of Dissolution.
b. At least two weeks following the notice, a special meeting shall be called to discuss
the dissolution proposal and to vote.
c. Dissolution requires approval of the Articles of Dissolution by a two-thirds vote of the
members present.
Section 2.In the event of dissolution, the residual assets of the organization should first be
used to pay any outstanding bills and with the General Membership’s approval, spent for the
benefit of Shades Cahaba Elementary School for the purpose for which the assets were
intended and in compliance with Section 501(c)(3) of the IRS.
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