ARTICLE I – NAME
The name of the organization shall be the Omaha Virtual School Parent Teacher Organization, Inc. Short name will be OVS PTO.
ARTICLE II – PURPOSE
The corporation is organized for the purpose of supporting the education of children at Omaha Virtual School by fostering relationships among the school, parents, and teachers.
ARTICLE III – MEMBERS SECTION
- Voting. Any parent, guardian, or other adult standing in loco parentis for a student at the school may be a member and shall have voting rights. The principal and any teacher employed at the school may be a member and have voting rights.
- Dues. Dues, if any, will be established by the executive board yearly and announced at the first PTO meeting of each school year. If dues are charged, a member must have paid his or her dues at least 14 calendar days before the meeting to be considered a member in good standing with voting rights.
ARTICLE IV – OFFICERS AND ELECTIONS
SECTION 1. Officers. The officers shall be a president, vice president, secretary, and treasurer.
- President. The president shall preside over meetings of the organization and executive board, serve as the primary contact for the principal, represent the organization at meetings outside the organization, serve as an ex officio member of all committees and coordinate the work of all the officers and committees so that the purpose of the organization is served.
- Vice President. The vice president shall assist the president and carry out the president’s duties in his or her absence or inability to serve.
- Secretary. The secretary shall keep all records of the organization, take and record minutes, prepare the agenda, handle correspondence, and send notices of meetings to the membership. The secretary also keeps a copy of the minutes, bylaws, rules, membership list, and any other necessary supplies, and brings them to meetings.
- Treasurer. The treasurer shall receive all funds of the organization, keep an accurate record of receipts and expenditures, and pay out funds in accordance with the approval of the executive board. He or she will present a financial statement at every meeting and at other times of the year when requested by the executive board, and make a full report at the end of the year.
- Co-Secretary/Co-Treasurer. The role of the co-positions would be to provide support to the secretary and treasurer as needed. These positions are non-voting positions. These positions are required to attend all member meetings, as well as the board meetings that immediately precede the member meetings.
Section 2. Nominations and Elections. There will be a one-week period in which members in good standing will have the opportunity to nominate themselves or other members in good standing. Only one member per family can hold a voting position on the executive board. In the event that multiple family members are nominated for a voting position, the board will discuss how to proceed. Voting will take place using an online voting form and final results will be announced at the final meeting of the school year after the votes are tallied. If the vote is to fill a vacancy, the nomination will be 1 week. The voting period will be 3 days. If in the event only one person is running for a position, there will be no need for a vote and that person will automatically fill that position. Elections shall be staggered. During even years the positions of vice president and secretary (and co-treasurer, if applicable) will be up for re-election or nominations. During odd years, the positions of president and treasurer (and co-secretary, if applicable) will be up for re-election or nominations. During the 2017 year, the positions of co-treasurer and any other board positions added will be up for nomination.
Section 3. Eligibility. Members are eligible for office if they are members in good standing at least 14 calendar days before the nominating period begins.
Section 4. Terms of Office. Officers are elected for two years and may serve no more than two (2) consecutive terms in the same office, unless there is a vacancy. Because the first year of OVS was not a full year, the two year terms do not begin until the 2017/2018 school year. Each person elected shall hold only one office at a time, unless there is a vacancy.
Section 5. Vacancies. If there is a vacancy in the office of president, the vice president will become interim president. Before the next regularly scheduled meeting, regular nomination and voting procedures will take place to officially elect a new president, IF the vice president does chooses to not remain president. Please see Article IV, Section 2. If there is a vacancy in any other executive, voting position, board members will meet to discuss any interest from within the board for the vacant position. If interest is expressed within the board, the board members may fill vacant positions. Co-positions will have the opportunity to assume the position of their voting counterparts. For any vacant positions still unfilled, regular nominations and voting procedures will apply.
Section 6. Removal From Office. Officers can be removed from office with or without cause by a two-thirds vote of those present (assuming a quorum) at a regular meeting where previous notice has been given.
ARTICLE V – MEETINGS
Section 1. Regular Meetings. The regular meeting of the organization shall be at a time and place determined by the executive board. Meetings will take place five times per year and at least one month notice will be provided to members before the meeting, excluding the initial meeting of the organization. The annual meeting will be held during the last regular meeting of the school year. The annual meeting is for receiving reports, announcing officers, and conducting other business that should arise. The secretary will notify the members of the meetings in an email, on the website, and in the school newsletter at least one week prior to the meeting.
Section 2. Special Meetings. Special meetings may be called by the president, any two members of the executive board, or five general members submitting a request to the secretary and approved by two executive board members. Previous notice of the special meeting shall be sent to the members at least 10 days prior to the meeting, by email and/or text.
Section 3. Quorum. The quorum shall be 2/3 of the members in good standing of the organization.
ARTICLE VI – EXECUTIVE BOARD
Section 1. Membership. The Executive Board shall consist of the officers and the principal.
Section 2. Duties. The duties of the Executive Board shall be to transact business between meetings in preparation for the general meeting, create standing rules and policies, create standing and temporary committees, prepare and submit a budget to the membership, approve routine bills, and prepare reports and recommendations to the membership.
Section 3. Meetings. Regular meetings shall be held monthly, on the same day and at the same time each month, to be determined by the board. Special meetings may be called by any two board members, with 24 hours notice.
Section 4. Quorum. Half the number of board members plus one constitutes a quorum.
ARTICLE VII – COMMITTEES
Section 1. Membership. Committees may consist of members and board members, with the president acting as an ex officio member of all committees.
Section 2. Standing Committees. The following committees shall be held by the organization: Fundraising, School Spirit, and Events.
Section 3. Additional Committees. The board may appoint additional committees as needed.
ARTICLE VIII – FINANCES
Section 1. A tentative budget shall be drafted in the fall for each school year and approved by a majority vote of the members present.
Section 2. The treasurer shall keep accurate records of any disbursements, income, and bank account information.
Section 3. The board shall approve all expenses of the organization.
Section 4. A minimum of three voting members shall be signers.
Section 5. The treasurer shall prepare a financial statement at the end of the year, to be reviewed by the Executive Board.
Section 6. Upon the dissolution of the organization, any remaining funds should be used to pay any outstanding bills and, with the membership’s approval, spent for the benefit of the school.
Section 7. The fiscal year shall coordinate with the school year.
ARTICLE IX – PARLIAMENTARY AUTHORITY
Robert’s Rules of Order shall govern meetings when they are not in conflict with the organization’s bylaws. (will be referenced on our website)
ARTICLE X – STANDING RULES
Standing rules may be approved by the Executive Board, and the secretary shall keep a record of the standing rules for future reference.
ARTICLE XI – DISSOLUTION
The organization may be dissolved with previous notice (14 calendar days) and a two-thirds vote of those present at the meeting.
ARTICLE XII – AMENDMENTS
These bylaws may be amended at any regular or special meeting, providing that previous notice was given in writing at the prior meeting and then sent to all members of the organization by the secretary. Notice will be given by e-mail and announced on the website. Amendments will be approved by a two-thirds vote of those present, assuming a quorum.
ARTICLE XIII – CONFLICT OF INTEREST POLICY
Section 1. Purpose. The purpose of the conflict of interest policy is to protect this tax-exempt organization’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 organization 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.
- Interested Person. Any director, principal officer, or member of a committee with governing board-delegated powers who has a direct or indirect financial interest, as defined below, is an interested person.
- Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
- An ownership or investment interest in any entity with which the organization has a transaction or arrangement;
- A compensation arrangement with the organization or with any entity or individual with which the organization has a transaction or arrangement; or
Section 3. Ownership. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the organization is negotiating a transaction or arrangement. “Compensation” includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. Under Section 3b, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Section 3. Procedures.
- Duty To Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board-delegated powers who are considering the proposed transaction or arrangement.
- 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, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide whether a conflict of interest exists.
- Procedures for Addressing the Conflict of Interest.
- An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction.
- Violations of the Conflict of Interest Policy.
- If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
- If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines that the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 4. Records of Proceedings. The minutes of the governing board and all committees with board delegated powers shall contain:
- The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest; the nature of the financial interest; any action taken to determine whether a conflict of interest was present; and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
- The names of the persons who were present for discussions and votes relating to the transaction or arrangement; the content of the discussion; 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 voting member of the governing board who receives compensation, directly or indirectly, from the organization for services is precluded from voting on matters pertaining to that member’s compensation.
- 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.
- No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Section 6. Annual Statements. Each director, principal officer, and member of a committee with governing board-delegated powers shall annually sign a statement which affirms that such person:
- Has received a copy of the conflict of interest policy;
- Has read and understood the policy;
- Has agreed to comply with the policy; and
- Understands that the organization is charitable and that in order to maintain its federal tax exempt status it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Section 7. Periodic Reviews. To ensure that the 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:
- Whether compensation arrangements and benefits are reasonable, are based on competent survey information, and are the result of arm’s length bargaining.
- Whether partnerships, joint ventures, and arrangements with management organizations conform to the organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in inurement, impermissible private benefit, or an excess benefit transaction.
Section 8. Use of Outside Experts. When conducting the periodic reviews as provided for in Section 7, the organization may, but need not, use outside advisers. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring that periodic reviews are conducted.