Bylaws

BYLAWS of the Bedford Elementary Schools Together Parent Teacher Organization (BEST PTO)

Article I – NAME, DESCRIPTION, & PURPOSE

Section 1: Name – The name of the organization shall be Bedford Elementary Schools Together Parent Teacher Organization (BEST PTO) of Bedford, Massachusetts. For convenience, the organization shall be referred to in these bylaws as “BEST PTO.” BEST PTO is located at 410 Davis Road, Bedford, Massachusetts 01730. The BEST PTO supports Lt. Eleazer Davis School (referred to as Davis School) and Lt. Job Lane Elementary School (referred to as Davis School).

Section 2: Description – The BEST PTO is a non-profit organization that exists for charitable and educational purposes.

Section 3: Purpose – The purpose of the BEST PTO is to provide support, communication and enrichment to the students, families, and school staff at both the Davis School (PreK – Grade 2) and the Lane School (Grades 3 – 5) by encouraging family involvement, and to improve the environments at Davis School and Lane School through volunteer, financial support, and community building. The BEST PTO aims to create a community of inclusivity and cooperation between families and teachers.

The organization is organized exclusively for charitable or educational purposes under section 501(c)(3) of the internal revenue code, or corresponding section of any future federal tax code.

ARTICLE II – BASIC POLICIES

Section 1: The following are the basic policies of the BEST PTO:

a) The organization shall be non-commercial, non-sectarian, and non-partisan.
b) No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, directors, trustees, officers or other private individuals, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments to distributors in furtherance of the purposes set forth in Article 1 hereto.
c) The organization, including its committees, shall operate within the allocated budget. If an expense is above the amount stated in the budget, it shall be presented to the treasurer and president for discussion and approval.
d) Notwithstanding any other provision of these articles, the organization shall not carry on any other activities not permitted to be carried on (i) by an organization exempt from federal income tax under Section 501 (c) (3) of the Internal Revenue Code or (ii) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code.
e) The BEST PTO will not enter into a transaction or arrangement that might benefit the private interest of an officer.
f) The organization shall be committed to advancing, cultivating and preserving a culture of diversity, inclusion and belonging for the purpose of our community building mission.

g) BEST PTO materials and resources may not be used for solicitation for political causes or profit (e.g., newsletter, flyers, student directory, or website). Material may not contain photos of children.
h) Each officer, committee chair, coordinator, and representative will maintain an operating manual for the specific function or expertise provided. The manual is presented to the next committee chair, or individual, thus maintaining institutional history and guidelines. Summary pages in the Officer Operating Manual are updated periodically.

ARTICLE III – MEMBERSHIP

Section 1: Membership in the BEST PTO shall be granted to all parents and guardians of the LT. Eleazer Davis and Job Lane Schools as well as their principals, assistant principals, administration, and the teaching staff in the town of Bedford, Massachusetts.

Section 2: The membership in the BEST PTO shall consist of the Executive Board and the members at large.

Section 3: Members can join at any time during the fiscal year.

Section 4: Membership in the BEST PTO shall be on a year-to-year basis. For the purposes of these bylaws, a year shall refer to the BEST PTO fiscal year as defined in Article VII.

Section 5: Dues, if applicable, shall be established as required by the Executive Board.

ARTICLE IV – OFFICERS

Section 1: The government of BEST PTO shall be vested in an Executive Board elected from and by the members as provided in Article IV. The officers may make decisions on an ad hoc basis between Executive Board meetings.Officers are representatives of the BEST PTO constituents and act on behalf of the whole, without regard for race, religion, or other personal factors.

Section 2: EXECUTIVE BOARD – The Executive Board shall consist of a President or Co-Presidents, one or more Vice Presidents, a recording Secretary, and a Treasurer or Co-Treasurers. Each member of the Executive Board shall have one vote on all matters submitted for voting.

Section 3: NOMINATIONS – The BEST PTO officers will be required to form a Nominating Committee. This committee will be chaired by the outgoing president or the next most senior officer should the outgoing president be unavailable. In addition, it will have a minimum of 2 or more members, ideally from the wider PTO community. The Nominating Committee shall aim to select BEST PTO members for each officer position to be filled. If more than one person is interested in a role, the Executive Board will vote to determine which person will be added to the proposed slate of Executive Board members. Where appropriate, board roles can be shared between two people.The Nominating committee represents the constituency as a whole, with families from both schools represented. The Executive Board shall fill vacancies of the Nominating Committee.

Section 4: QUALIFICATIONS – Any BEST PTO member in good standing may stand to become an officer of the BEST PTO.

Section 5: ELECTION PROCEDURE – The Nominating Committee shall inform the BEST PTO members of committee, coordinator and representative positions. Nominations may be made by BEST PTO members (with prior approval of the nominee) or through direct contact with members. Nominating Committee members are not eligible for officer positions.

Candidates will be presented to the officers during the first week of May, with Executive Board members from committees selected by the committee in the month of May. In the event a member is chairing two committees, s/he must send an alternate representative to the Executive Board meeting on behalf of the second committee. Representatives from each committee should be sent to the Executive Board meetings, in the event chairpersons are unavailable.

In the event that two candidates are seeking the same position, an election will be held. A candidate may seek nomination to only one seat on the Executive Board. This election must take place at the May meeting.

A standard tear-off ballot will be used in an election. The candidate receiving the majority of votes of the members present at the meeting shall be elected. In the event of a tie, a run off election will be held.

The newly elected Executive Board shall take office at the beginning of the fiscal year, as defined in Article VI.

Section 6: TERM OF OFFICE – No officer or chairperson may serve in their Executive Board position for more than three (3) consecutive terms unless there is not a qualified willing successor. The newly elected Executive Board shall take office at the beginning of the fiscal year.

Section 7: DUTIES –

President/Co-President

The President/Co-President shall be the principal executive officer(s) of the BEST PTO and shall, in general, be responsible for, supervise, and coordinate all the business of the Executive Board, as defined in Article IV. They shall preside at all meetings of the members and of the Executive Board, and in general, they shall perform all duties as prescribed by the Executive Board. The President/Co-President serves as primary liaison between Bedford school administration, Bedford School Committee, and the BEST PTO.

Vice-President(s)

The vice-president(s) shall perform the duties of the president in the absence of the president or in the event of their inability or refusal to act, and when so performing shall have all of the powers and be subject to all of the restrictions of the office of the president.
The vice-presidents(s) shall perform such other duties as, from time to time, may be assigned to them by the president or the Executive Board.
The vice-president(s) shall be aligned by school, specifically Lt. Eleazer Davis and Job Lane School, and responsible for specific committees, coordinators or representatives.

Treasurer(s)

The treasurer shall be the principal financial officer of the BEST PTO and shall have charge and custody of and be responsible for all funds of the BEST PTO.
The treasurer shall receive and give receipt for money due and payable to the BEST PTO. The treasurer has the authority to sign all checks, notes, and drafts and make payment of bills and money owed by the BEST PTO.
In the absence of the treasurer, the designated vice-president shall assume the aforementioned responsibilities, pending replacement of the treasurer.
The treasurer shall maintain all funds of the BEST PTO in a general checking account at a recognized financial institution or such other accounts as directed by the Executive Board of the BEST PTO.
The treasurer shall prepare a full financial statement at the end of the fiscal year. If required by the Executive Board, the treasurer shall give bond for the faithful discharge of their duties in such a sum and with such sureties as the Executive Board shall reasonably determine. The BEST/PTO shall bear the expense of any such bond or surety.
In general, the treasurer shall perform those duties incident to the office and such duties as may be prescribed by the president of the Executive Board.
The treasurer is responsible for:

Financial integrity, quarterly report of income and expense, year end reporting of an income statement and preparation for independent audit of financial statements
Collecting revenue and pay authorized expenses. Authorizing checks up to the amount of $500, with all check and liabilities over that amount requiring the authorization of the president(s) or secretary.
Preparing the year-end financial report and facilitate an annual budget. Preparing the annual budget, with the president, for presentation to the BEST PTO constituents and approval by the Executive Board before December.
Reporting financial activity every month to the Executive Board.
Filing annually with the IRS where required.
Holding all financial records.

Secretary

The secretary shall keep all minutes of the meetings of the members and of the Executive Board, and shall be the primary custodian and caretaker of the official records of the BEST PTO.
The secretary shall see that all notices are duly given in accordance with the Articles of the BEST PTO and these by-laws or as required by law.
The secretary shall maintain a roster of all current members of the Executive Board together with their addresses.
In general, the secretary shall perform all duties incident to the office and such other duties as may be prescribed by the President or the Executive Board. The secretary is responsible for maintaining records of physical property belonging to the BEST PTO and copies of any possible operating manuals.

Section 8: BOARD MEETINGS – The Executive Board shall meet monthly during the school year, or at the discretion of the president.

Section 9: REMOVAL – An officer can be removed from office for failure to fulfill his/her duties, after reasonable notice, by a majority vote of the Executive Board members attending the Executive Board meeting in which the vote is being held. The quorum for meetings where votes regarding removal take place shall be at least half of all Executive Board Officers.

Section 10: VACANCY – If a vacancy occurs on the Executive Board, a member of the Executive Board can step in to take on their responsibilities in addition to their own, or the president shall appoint a BEST PTO member to fill the vacancy, for the remainder of the officer’s term. If the vacancy is filled by a member not voted for during the membership meeting in June, the Executive Board will approve the filling of the position by a majority vote.

ARTICLE V: COMMITTEE CHAIRS

Section 1: QUALIFICATIONS – Any BEST PTO member in good standing may become a chair of a BEST PTO committee.

Section 2: TERM OF OFFICE – The term of each committee chair shall be one year or until the selection of a successor. Committee chairs shall assume their official duties following the close of the last day of school. Upon the expiration of a term of office or in case of resignation, each officer or chairperson shall turn over to the President, without delay, all records, books, and other materials pertaining to the office.

Section 3: DUTIES – Committee chairs are tasked with completing the duties assigned by the Executive Board, for example organizing a PTO event. Committees are required to stay within allocated budgets. If additional funds are necessary, it shall be presented to the treasurer and president for discussion and approval.

Section 4: GENERAL – Upon the expiration of the term of office/ resignation/ termination, each committee chair shall turn over to the Executive Board, without delay, all records, books and other material pertaining to the chair position, and shall return to the treasurer, without delay all funds belonging to the Bowman PTO.

Section 5: REMOVAL – A committee chair may be removed from office for failure to fulfill his/her duties, after reasonable notice, by a majority vote of the Executive Board members attending the Executive Board meeting in which the vote is being held. The quorum for meetings where votes regarding removal take place shall be at least half of all Executive Board Officers.

ARTICLE VI: MEETINGS

Section 1: GENERAL PTO MEETINGS – General PTO meetings shall be held to conduct the business of the BEST PTO and shall meet quarterly or at the discretion of the Executive Board, but no less than once at the beginning of the school year and once at the end of the school year.

Section 2: NOTICE – Whenever notice, written or otherwise, is required by the Articles of the BEST PTO, or by these bylaws, or otherwise prescribed by law, such notice shall be sent to the members through their children or wards attending the Davis and Lane Schools either in the newsletter or separate correspondence. Meeting notice is seven days or more, unless for the Executive Board, which requires thirty days notice.

Section 3: VOTING – Each member in attendance at a BEST PTO meeting is eligible to vote, one vote per household. Absentee or proxy votes are not allowed.

Section 4: QUORUM – All members of the BEST PTO who have voting rights at a properly called meeting shall be designated as a quorum.

ARTICLE VII: FINANCIAL POLICIES

Section 1: FISCAL YEAR – The fiscal year of the BEST PTO begins July 1 and ends June 30 of the following year.

Section 2: BANKING – All funds shall be maintained in bank accounts in the name of BEST PTO. There shall be three people on the signature card for the BEST PTO checking account, including the president, treasurer, and one other designated board member. No two members of the same household and/or family may be on the signature card or have access to the BEST PTO’s bank account(s).

Section 3: REPORTING – All financial activity shall be recorded in a manual or computer-based accounting system. The treasurer shall reconcile the account(s) monthly and report all financial activity monthly.

Section 4: ANNUAL REVIEW – The Executive Board shall arrange a review of its financial records each year by a member committee of at least 2 people. The members of this committee:

Will not be a family member of the president or treasurer
Will not be a signatory on any of the BEST PTO bank accounts or checks

Section 5: CASH RESERVES – The Executive Board will determine the amount of cash reserves which should be left in the treasury during the budget process, at the beginning of each year.

Money will be left in the treasury at the end of each year at a minimum to cover any unpaid bills and obligations for that year plus a reserve amount of at least $3000 to begin the next school year. If it is likely that this will not be the case, an Executive Board meeting will be called to discuss how best to move forward.

Funds above the reserve balance at the end of a fiscal year (June) are to be placed in a general pool for distribution or reserved for use in the next fiscal year. Funds might be used in an additional distribution of teacher’s grants, special projects that are concrete and beneficial to a broad number or for next fiscal year.

Section 6: CONTRACTS – Contract signing authority is limited to the president or the designee.

Section 7: SPENDING – Officers and Committee Members will be able to spend the amount approved for their activity in the budget by reimbursement through the expense process. If one bill is larger than 50% of the approved budget for the activity, the officer or committee member will inform the Executive Board for discussion before the money is committed.

Section 8: OPERATING FUNDS – Operating funds are raised through direct family contributions (with a spring and fall family contribution solicitation) and one major fundraiser. Families are asked to make one contribution of their choice.

Traditionally, 85% of all operating funds are for the benefit of the students, staff/administration of Davis and Lane Schools and concrete school improvements through BEST PTO programs and committees. Funds for BEST PTO operations, programs, or projects may only be received from foundations, trusts, corporations, or personal donations, without explicit or implied political or financial obligations on the part of the BEST PTO or its members.

Section 9: GIFTS – Gifts to the Executive Board members or officers are not funded by operating funds. Gift giving is restricted to Good Cheer, school administrators when resigning, and teaching tools/resources for teachers.

ARTICLE VIII: 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 -

a) 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.
b) 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
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 -

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 and members of committees with governing board- delegated powers who are considering the proposed transaction or arrangement.

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, 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.
c) 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 or arrangement involving the possible conflict of interest.
The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
After exercising due diligence, the governing board or committee shall determine whether the organization 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.
If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the organization’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 the Conflicts 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 PROCEEDING - 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 governing board’s or committee’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 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.
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 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:

a) Whether compensation arrangements and benefits are reasonable, are 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 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.

Section 9: DONATIONS OF BRANDED AND/OR COMMERCIAL GOODS - The PTO will not accept branded and/or commercial goods for distribution to students through the school day. Some branded or commercial goods may be accepted for distribution to students at PTO events outside of school hours, through PTO members. Proposed goods must be submitted to the PTO Board for review and approval vote. The PTO Board reserves the right to refuse donations. If the Board votes to accept donations of branded and/or commercial goods for:

a non-fundraising event, these accepted goods must be provided to every student currently enrolled in Davis School and Lane School at time of gifting and quantity must be available to be distributed to each student at an equal value. Goods donated in excess of what is distributed may be returned to the donor. Goods must be in keeping with or in support of PTO activities and areas of focus.
a fundraising event, these accepted goods will not be returned to the donor.

Goods gifted to the BEST PTO for distribution to statement must require no payment or favors in exchange for the receipt of the goods. The distribution of donated goods is not a product endorsement. All goods donations are tax deductible and a letter confirming receipt of donation will be provided upon request after the donation has been received by BEST PTO.

ARTICLE IX – PERSONAL LIABILITY

Section 1: The PTO shall indemnify every Executive Board member, their heirs, executors and administrators, against all loss, cost and expense, reasonably incurred by him/her/themin connection with any action, suit or proceeding to which he may be made a party, by reason of his being or having been a Board member, including reasonable matters wherein he/she shall be finally adjudged in such action, suit or proceeding to be liable for or guilty of negligence, except to the extent such liability, damage or injury is covered by any type of insurance; however, this indemnification shall not cover any acts of gross negligence, willful misconduct or with fraudulent or criminal intent. The foregoing rights shall be in addition to and not exclusive of all other rights to which such Presidents, Officer or other Member of the Executive Board may be entitled.

ARTICLE X – BYLAW AMENDMENTS

Section 1: Amendments to the bylaws may be proposed by any PTO member to a BEST PTO officer so that they can bring this proposed amendment to the Executive Board for discussion. The Executive Board can vote for the bylaws to be changed by an affirmative two-thirds vote. The PTO members will be notified in writing of any bylaw changes. Amendments will be effective immediately following the vote.

Section 2: The Articles of Organization whall be amended by two-thirds vote of the BEST PTO members present at any regular meeting of the Executive

ARTICLE XI - PARLIAMENTARY AUTHORITY

Robert’s Rules of Order New, revised, shall govern the BEST PTO in all cases to which they are applicable and in which they are consistent with these bylaws or the Article of the BEST PTO.

ARTICLE XII - DISSOLUTION

Section 1: This BEST PTO may dissolve and wind up its affairs in the following manner:

a) The Executive Board shall adopt a resolution recommending the BEST PTO dissolve and request a special meeting of the membership to vote on the dissolution. At least thirty (30) days notice shall be given to the membership prior to the special meeting.
b) Approval of dissolution of the BEST PTO shall require the affirmative vote of at least two-thirds of the members present and voting.
c) The corporation will be dissolved in accordance with MGL 180.
d) After paying or adequately providing for the debts and obligations of the association, the remaining assets shall be distributed to one or more nonprofit funds, foundations, organizations, or associations that have established their tax exempt status under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Revision History

These bylaws were first adopted on March 7, 2023

BEST PTO is a 501(c)(3) organization. Our federal tax ID number is 04-3376892.