ARTICLE I: NAME

The name of this organization shall be the Shorewood Hills Elementary School PTO, Inc., (the “organization” or the “PTO”).

ARTICLE II: OBJECTIVES

To encourage close and effective relationships among Shorewood Hills children, parents, school, and the community.

 To provide a forum through which parents, teachers, and administrators can communicate on pertinent issues of general importance or urgency.

 To support the school district’s mission of providing high-quality, equitable, and inclusive instruction.

 To develop united efforts among parents, teachers, administrators, children, and the general public to secure for every child the highest advantages in physical, intellectual, and social education.

 To sponsor and promote involvement in inclusive and equitable events and programs that encourage a sense of community both within the school and among the communities of Shorewood Hills Elementary School and their surrounding neighborhood.

To raise and contribute monies to support inclusive and equitable programs and projects that enhance Shorewood Hills Elementary School, its community, and relationship with their neighborhood.

ARTICLE III: BASIC POLICIES

A .The organization shall be non-profit, noncommercial, nonsectarian, and nonpartisan.
B. The name of the organization and the names of any members in their official capacities shall not be used to endorse or promote a commercial concern, or in connection with any partisan interest, or for any purpose not appropriately related to promoting the objectives of the organization.
C. No organizational funds or other assets shall personally benefit or be distributed to its members, directors, trustees, officers, or other private persons, except that the organization may pay reasonable compensation for services rendered and make payments and distributions in furtherance of the objectives set forth in Article II.
D. The organization 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 in attempting to influence legislation.
E. Notwithstanding any other provisions of these articles, the organization shall not carry on any other activities not permitted to be carried on by an organization exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code, or by an organization that receives contributions, which are deductible under Section 170(c)(2) of the Internal Revenue Code.
F. Upon dissolution of this organization, after paying or adequately providing for the debts and obligations of the organization, the remaining assets shall be distributed by the
Board to one or more non-profit fund, foundation, or organization with 501(c)(3) status.

ARTICLE IV: MEMBERSHIP AND DUES

A. Membership shall consist of all parents and legal guardians of children currently enrolled in Shorewood Hills Elementary School, and the principal, teachers and educational support staff of these schools who expressly or implicitly demonstrate their consent to be members.

B. The organization shall have no membership dues, but the Board may request membership pledges in cases of fiscal necessity.

ARTICLE V: OFFICERS
A. The officers of the organization, with the exception of the treasurer, shall be elected by the general membership and hold office for one year except for the president-elect who shall serve for the period described below. The officers of the organization shall be the president, president-elect, treasurer, and secretary.  The treasurer of the organization shall serve without a defined term limit.

B. The president shall preside at all meetings of the organization, coordinate the work of the officers and committees of the organization, appoint chairpersons of standing committees, appoint special committees, fill vacant Board positions as provided herein, sign checks in the absence of the treasurer, and perform all other duties usually pertaining to the office.

C. The president-elect shall act as an aide to the president, perform the duties of the president in the absence or the disability of the president, perform other duties that may be delegated by the president, and assume the position of president in the following year. If the president-elect is unable to serve as president, the president’s position shall be filled by a majority vote of the executive committee and voted on at the next election.

D. The secretary shall record and distribute the minutes of Board meetings.   The secretary shall also record minutes at the annual meeting of the general membership, and at other general
membership meetings when voting is scheduled.   The secretary shall prepare and distribute the agenda for Board meetings under the direction of the president, and shall retain copies of
all essential correspondence, memoranda, and other documents prepared, transmitted, or received by the organization and/or its officers, except the treasurer.

E.  The treasurer shall be responsible for all funds of the organization, keep a complete and accurate account of receipts and expenditures, and make disbursements in accordance with the approved budget and/or as authorized by the Board or Executive Committee.   The treasurer shall present financial reports at the Board meetings.  The Board may request an audit of the treasurer’s records at any time. The treasurer’s accounts shall be examined annually by the president, or by a representative or committee appointed by the Executive Committee.  An external audit may be recommended by the president or the Board.  The treasurer of the organization will not have a defined term limit. 

ARTICLE VI: THE BOARD OF DIRECTORS
A. The Board shall consist of the officers of the organization, one representative of Shorewood, two representatives of Eagle Heights/University Houses, one representative of greater Madison, three members at large, the past president, two teacher representatives, and the principal as an ex-officio member.  The officers of the organization, the additional appointees from Shorewood, Eagle Heights/University Houses and greater Madison, the three members at large, the past president, and the two teacher representatives shall be voting members of the Board (the “Directors”). The principal may participate in Board discussions and functions but shall not be entitled to vote.  All Directors shall serve for one (1) year or until their successor is elected and qualified.
B. The duties of the Board shall be:
 1. To transact the business of the organization.
2. To approve plans of the standing committees.
3. To approve a budget for the organization.
4. To monitor and, as necessary, amend the budget during the year.
5. To approve all expenditures over $1000 which are outside of the approved budget.
6. To approve all plans for raising funds for the organization.

C. The president and the principal shall establish a schedule of PTO events for the school year, including Board meetings.  Special meetings of the Board may be called by the president or by a simple majority of the voting members of the Board, with one week’s notice to all Board members. A quorum of the Board shall consist of not less than five voting members.  The Board should typically meet monthly.

D. Any member of the organization may request to place an item on the agenda for a Board meeting by contacting the president.

E. In the event that a matter not included on the agenda is raised at a Board meeting, discussion of such matter shall be allowed if approved by the majority of voting members present. However, the presiding officer must defer any vote on the matter to a later meeting to provide notice to all Board members prior to a vote.

F. Board meetings are open to all members of the organization.

G. If more than one individual share a position as a voting Board member, they shall share a single vote.  All persons voting must be present at the meeting in person or virtually.

H. In voting on all matters relative to the business of the organization, Board members shall avoid conflicts of interest, or the appearance of a conflict of interest, in all situations. A conflict of interest exists when a Board member’s individual interests or gain may be reasonably viewed as having the power to substantially influence or control that member’s vote on a matter. In the event of a conflict of interest, the Board member shall abstain from voting.

I. The Board may refer a voting matter to a general membership meeting, provided at least two-thirds of voting Board membership affirmatively votes for such referral.

J. The Board shall act as a liaison between the Shorewood PTO and the Madison Metropolitan School District, the Foundation for Madison Public Schools, the Shorewood Hills Foundation, and the Madison Community Foundation.

ARTICLE VII: EXECUTIVE COMMITTEE

A. The Executive Committee shall consist of the president, the president-elect, the secretary or treasurer, and two of the Board members at large nominated by the president. The president’s nominees to the Executive Committee shall be confirmed by a vote of the Board at the first Board meeting of the newly constituted Board.  The president may invite non-voting Executive Committee participation by any other Director when useful to the conduct of Executive Committee business.

B. The Executive Committee shall have the power, whether or not circumstances require immediate action, to transact business usually handled by the Board between regular Board meetings.

C. The Executive Committee can authorize expenditures of $1000 or less.  Amounts greater than this can be discussed but must be approved by the Board.

D. A report of all Executive Committee actions and/or expenditures shall be made to the Board at the next scheduled Board meeting. The Board may reverse, alter, or otherwise modify
actions taken by the Executive Committee, unless doing so would subject the organization to unreasonable monetary loss or liability.

ARTICLE VIII: NOMINATIONS AND ELECTIONS

A. The Board shall appoint a Nominating Committee of three members no later than March 1st. The Committee shall be responsible for preparing slates of nominees for Officers, Members at Large, and representatives of Shorewood, Eagle Heights/University Houses and greater Madison for election by the general membership. Consideration for participation in the Nominating Committee should be given to diverse participation and representation of grade levels, geographic areas, and ethnic groups when selecting the committee.

B. To advance participation by as many communities as possible in the Shorewood Hills neighborhood, nominees for election to the Board shall be nominated upon diligent recruitment that considers diversity and representation across grade levels, geographic areas, and ethnic groups. Joint nominees for a single Board membership position may be designated. All nominees must consent to the nomination. At least one month prior to the election, the general membership shall receive notice describing the recruitment of nominees and how persons may advise the Nominating Committee of their interest in serving.

C. At least two weeks prior to the election, the slate of nominees and all other Board of Director candidates shall be published in the Shorewood Hills Elementary School PTO Newsletter or distributed via backpack mail.

D. The election of officers and members at large shall be conducted by a vote of the members at the spring meeting of the organization.  If there is but one nominee (or co-nominees) for any position, a voice vote shall be used.  If there are two or more nominees (or sets of co-nominees), there shall be a raised hand vote.  Additional nominations may be received from the floor.  A majority vote wins for each position.  Each member is entitled to one vote.  In the case of parents or legal guardians, each member is entitled to only one vote regardless of the number of children they may have enrolled in the schools.

E. Officers and other Board members assume their duties at the next scheduled Board meeting following the election. No officer or member at large shall be eligible to serve in the same office for more than two consecutive years.

F. In the event that an Officer or other Board member position is vacated, the membership at large shall be notified and invited to submit nominations, with the prior consent of the nominees, to the president who shall fill the vacancy by appointment.  Prior to notifying the membership at large of an Officer or other Board membership position vacancy, the president may appoint an individual as an acting officer.

ARTICLE IX: STANDING COMMITTEES

A. On an annual basis, the Board may, in its discretion, authorize the creation of such number and type of Standing Committees as it determines may assist in the function of the organization.  Authorization for any such Committee shall be limited to a period of one year, subject to renewal by specific Board re-authorization.

B. As set forth in Article V(B), the President shall appoint the chairpersons of standing committees.  The chairperson shall recruit and appoint members of the committees with due regard for the purposes of the organization.  The Board shall review standing committees annually.  Each standing committee functions as an individual group but is responsible for informing the Board of its planned activities and securing Board approval.  The president shall be an ex-officio member of all committees.

C. Committees may include, but are not limited to:
1. International Week Committee. This committee shall be responsible for planning and implementing the Parade & Performance, Food Fair, and Global Village.
2. Playground and Landscaping Committee. This Committee shall be responsible for working with and advising the principals and the Board regarding the physical facilities of the schools and their environs.
3. The Cultural Arts Committee.  This committee shall be responsible for selecting and making arrangements at each school for the cultural arts programs that are funded by the organization.
4. The Fundraising Committee.  This committee shall be responsible for planning and implementing the fundraising activities of the organization.
5. The After School Programs Committee.  This committee shall be responsible for coordinating after-school programs (Junior Great Books, Foreign Language, Chess Club, SPARC Bags, Student Council, Safety Patrol, and Science Club).
6. The Volunteer Services Committee.  This committee shall be responsible for recruiting parents and others to volunteer for school-related activities, and matching volunteers with volunteer service opportunities.
7. The Teacher Needs Committee.  This committee shall be responsible for identifying the needs of the teachers (classroom equipment, field trip funds, book room needs) and planning Teacher Appreciation Week.
8. The Communications Committee.  This committee shall be responsible for coordinating, publishing, and distributing the Shorewood Hills Elementary School Newsletter (electronic), Memory Book, and school directory.
9. Diversity, Equity, and Inclusion Committee. This committee shall be responsible for ensuring the organization adequately addresses issues of diversity, equity, and inclusion in collaboration with the teachers, parents, and community members, and provides an annual report on these efforts.

ARTICLE X: DECISION MAKING PROCESS
Roberts’ Rules of Order Newly Revised (2000) or later edition once published, shall govern the organization’s meetings in all cases in which they are applicable and in which they are not in conflict with these Bylaws.

ARTICLE XI: GENERAL MEMBERSHIP MEETINGS
A. The schedule of regular general membership meetings for the year shall be established by the Board at the first meeting of the school year or as soon as feasible thereafter.  Regular meetings of the general membership of the PTO shall be held in the fall and spring of each year.  Other general meetings may be held as necessary.

B. Advance notice and the agenda for each meeting shall be published in the Shorewood Hills Elementary School Newsletter or distributed via backpack mail, not less than seven days before each general membership meeting.

C. At the fall meeting, the general membership shall be presented with the annual budget for discussion and approval.

D. The spring meeting will be scheduled in May unless otherwise designated by the Board. The election of officers and members at large shall be held at the spring meeting.

E. A quorum shall consist of those present and voting at a general membership meeting, but not less than ten members.

F. All general membership meetings are open to any member of the organization.

ARTICLE XII: AMENDMENTS

A. The Bylaws may be amended at any Board meeting by a two-thirds majority of the voting Board members present and voting, provided that the general membership receives at least two weeks’ written notice that a vote on amending the Bylaws has been scheduled. An amendment to the Bylaws shall be referred to the general membership for a vote if at least 35 members of the organization petition for such referral.

Adopted by the Board on May 17, 2022