By-Laws Holland Public Schools P.T.O., Inc.

ARTICLE I NAME The name of the organization shall be the Holland Public Schools Parent Teacher Organization of Holland, Inc. ARTICLE II OBJECTIVES Section 1. OBJECTIVES OF THE HOLLAND PUBLIC SCHOOLS P.T.O. OF HOLLAND, INC. ARE:

To promote the welfare of children and youth in home, school, and community. To secure adequate laws for the care and protection of children and youth. To bring closer cooperation between the home and school for the safety, comfort, interest, advancement and understanding between the parents/guardians, teachers, administrators, and the community. To develop between educators and the general public such united efforts as will secure for every child the highest advantages in physical, mental, and spiritual education. ARTICLE III POLICIES Section 1. The association shall be noncommercial, nonsectarian, and nonpartisan.

Section 2. The name of the association or the names of any members in their official capacities shall not be used in any connection with a commercial concern or with any purpose not appropriately related to promotion of the objectives of the association. Section 3. The association may cooperate with other organizations and agencies concerned with child welfare, but persons representing the association in such matters shall make no commitments that bind the association, ARTICLE IV MEMBERSHIP Section 1. MEMBERSHIP

Any parent/guardian of a child at Holland Heights, West, Jefferson , or East who subscribes to the Objectives and Policies of this association is a member of this association. Membership in the association shall be available without regard to race, creed, color, or national origin. Any teacher at Holland Heights, West, Jefferson, or East may become a member of this association. ARTICLE V OFFICERS AND ELECTIONS Section 1. OFFICERS

The officers of this association shall consist of a President, four Vice Presidents (one each from Holland Heights, West, Jefferson, East), Secretary, Treasurer, four Vice Treasurers (one each from Holland Heights, West, Jefferson, East) and a fundraising Chair. A co-chair position may be created for any board position if the Board desires to do so. This position will be filled by the board. The chair and cochair will share one view.

Officers shall be elected by ballot annually in the spring. However, if there is but one nominee for any office, it shall be in order to move that the Secretary cast the elective ballot of the association for the nominee. Officers shall assume their official duties following the close of the regular meeting in the spring and the elections and the qualifications of their successors. One exception is that the Treasurer and the Vice Treasurers shall continue their duties through the end of the fiscal year, including organizing and delivering the information to the accountant for a financial compilation and the filing of appropriate tax forms. Following the expiration of the Presidents term, a Vice President shall become President (the ex president shall become an executive board advisor in the ensuing term). A person shall not be eligible to serve more than three consecutive terms in the same office. Exception If there has not been interest shown from two or more individuals in assuming that position, the standing officer may remain. Section 2. ELECTIONS

The nominations shall be made by the Executive Board and from the floor. Only those persons who have signified their consent to serve if elected shall be nominated for or elected to such an office. A vacancy occurring in any office shall be filled for the remainder of the term by a person elected by a majority vote of the remaining members of the Executive Committee. ARTICLE VI DUTIES OF OFFICERS Section 1. The president shall preside at all meetings of the association and of the Executive Committee at which he/she may be present. He/she shall perform such other duties as may be assigned to him/her by the association or by the Executive Committee and shall coordinate the work of the officers and committees of the association in order that the Objectives may be promoted. Section 2. The Vice Presidents shall coordinate the activities at their designated school, and act as aide to the President. One Vice President shall be chosen to perform the duty of the President in the absence or disability of that officer to act. Section 3. The Secretary shall record the minutes of all meetings of the association and/or the Executive Committee and shall perform such duties as may be delegated to him/her. Section 4. The Treasurer shall have custody of all the funds of the association and shall keep a full and accurate account of receipts and expenditures; and shall make disbursements in accordance with the approved budget, as authorized by the association, the Executive Committee, or a special committee. The Treasurer shall present a financial statement at every meeting. The Treasurer shall open the books for a financial compilation annually by the Executive Board and/or an appointed accounting firm, including the filing of appropriate tax forms. Section 5. The Vice Treasurers shall act as aides to the Treasurer and shall perform the duties of the Treasurer in the absence or disability of that officer to act.

Section 6. The Fundraising Chairperson shall oversee all fundraising activities and shall coordinate activities with school level Fundraising Coordinators, as well as perform such duties as may be delegated to him. ARTICLE VII EXECUTIVE BOARD Section 1. The Executive Board shall consist of the officers of the association and the chairmen of standing committees. The chairman of the standing committees shall be selected by the officers of the association. The members of the Executive Committee shall serve until the election and qualification of the successors. Section 2. The Executive Board shall consist of President, four Vice Presidents, Secretary, Treasurer, four Vice Treasurers, and Fundraising Chairperson. Section 3. The duties of the Executive Board shall be to transact necessary business in the intervals between association meetings and such other business as may be referred to it by the association, to create committees, to approve the plans of work of the standing committees, to approve routine bills within limits of the budget, and to present and report at the regular meetings of the association. ARTICLE VIII MEETINGS Section 1. Regular meetings will be called by the Executive Board ARTICLE IX STANDING COMMITTEES Section 1. The Executive Board may create such standing committees as it may deem necessary to promote the Objectives of the association. The term of each chairperson shall be one year and until the election and qualification of his/her successor. ARTICLE X STANDING RULES Section 1. There are no membership fees.

Section 2. An Executive Board member can be dismissed from their duties upon the approval of the Executive Board. The Executive Board can also dismiss an Officer at a Closed Session Meeting if the Officer has failed to uphold the responsibility of their office including attendance duties. The Executive Board should administer a warning with an explanation of duties not being performed in writing. If the warning is not sufficient, further action may be deemed necessary. Upon a vote with established quorum (2/3 of the Executive Board) the officer may be removed. ARTICLE XI INDEMNIFICATION Section 1. Subject to all of the other provisions of this article, the Organization may indemnify any person, as described in (a) or (b) below, who was or is a party, or is threatened to be made a party to, any threatened, pending, or completed action, suit, or proceeding, whether formal or informal (other than an action by or in the right of the Organization). The indemnification shall apply only to a person who was or is: A Director or Officer of the Organization; or

Serving at the request of the Organization as a director, officer, partner, trustee, employee, or agent of another foreign or domestic Organization, partnership, joint venture, trust or other enterprise, whether for profit or not for profit. The person may be indemnified and held harmless against expenses (including attorney fee), judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit or proceeding, only if authorized by a vote of the Board of Directors, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Organization. With respect to any criminal action or proceeding, the person must have had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction or on a plea of nolo contendere or its equivalent, shall not by itself create a presumption that: The person did not act in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Organization; or With respect to any criminal action or proceeding, the person had reasonable cause to believe that his or her conduct was unlawful. The Organization shall have no obligations under this article to indemnify any person in connection with any proceeding initiated by the person without authorization by the Board. ARTICLE XII AMENDMENTS Section 1. These By Laws may be amended at any regular meeting of the association by a two thirds vote of the members present and voting, provided that notice of the proposed amendment shall have been given at the previous meeting or sent to each member before the time of voting. ARTICLE XIII DISSOLUTION Section 1. Upon dissolution of this organization, after paying or adequately providing for the debts and obligations of this PTO, the remaining assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government for a public purpose.

amended December 7, 2012