PSTO Bylaws

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Addendum

Rising Scholars Academy of South Texas (RSA) Parent Student Teacher Organization (PSTO) BYLAWS

 

 Article

These bylaws constitute the code of rules adopted by Rising Scholars Academy of South Texas Parent Student Teacher Organization. Herinafter referred to RSA PSTO. Such adopted rules will guide RSA PSTO, an educational entity, for the regulation and management of its affairs.

ARTICLE II

Purpose

Rising Scholars Academy of South Texas Parent Student Teacher Organization (RSA PSTO), a member based organization, shall exist for the purpose of building partnerships between its parents, students, and school while promoting activities that enhance our educational community. We will focus on nurturing the parent-campus relationship by building up the RSA PSTO membership. Our mission is to cultivate an environment conducive to learning, growing, and belonging through the coordination of parent, student, and teacher resources which support the involvement and growth of our educational community.

ARTICLE III

Policies

Section 1. This organization shall operate for charitable, education, non-commercial, non-sectarian, and non-Partisan purposes and shall not discriminate.

Section 2. This organization shall not endorse any commercial enterprise or candidate. Neither the name of the organization nor the names of any members in their official capacities shall be used in connection with any commercial concern or with any partisan interest, or for the purpose not appropriately related to the mission of RSA PSTO.

Section 3. The business of this organization shall be conducted under Roberts Rules of Order in all cases in which they are applicable and in which they are not inconsistent with these by-laws.

Section 4. The Fiscal Year of this organization shall be September 1st through August 31st.
Section 5. A balance of at least $300 shall be carried over to begin the new Fiscal Year. Surplus funds shall be defined and voted upon its distribution by the Executive Committee of RSA PSTO.
Section 6.
Upon dissolution of the Parent-Student-Teacher-Organization of Rising Scholars Academy of South Texas, the Executive Committee shall, after paying or making provision for the payment of all its liabilities, donate the assets of the RSA PSTO to Rising Scholars Academy of South Texas or designated by the campus.
Section 7.
This organization shall work with the school in support capacity and recognize that the legal responsibility to make decisions of school policy has been delegated by the people to the Districts School Board.
Section 8.
Any general member may have their membership revoked by two-thirds majority vote of the Executive Committee for any action deemed contrary to RSAs PSTO mission.
Section 9.
This organization may cooperate with other organizations and agencies concerned with child welfare to include Rising Scholars Academy of South Texas, but persons representing RSA PSTO shall make no commitments that bind RSA PSTO.
Section 10.
All issues that need to be voted on at a General meeting must be brought to the Executive Committee before they can be placed on the agenda.
Section 11.
Minutes are the official record of the happenings at all Regular Membership, Committee, and Special Meetings.

ARTICLE IV

Membership and Membership Dues

 

  1. Each member of RSA PSTO shall be entitled to enjoy the benefits of the organization without alienation or discrimination of any kind. They have the right to engage in all activities provided they meet all criteria set forth by each activity committee. No member shall be entitled to any dividend or any part of the income of the organization or to share in the distribution of the organization assets upon dissolution.
  2. Any parent or legal guardian with a student(s) enrolled and attending Rising Scholars Academy of South Texas who is interested in the purpose of this organization and is willing to subscribe to its by-laws may become members upon the payment of the annual dues in the amount of $10 per household.

    a A parent is defined as a mother, father, step-parent or legal guardian.

  3. The administration, teachers, and staff of Rising Scholars Academy who are interested in the purpose of this organization and is willing to subscribe to its by-laws may become members upon the payment of the annual dues in the amount of $10 per household.
  4. Annual dues for all members shall be set each year by the RSA PSTO Executive Committee.
  5. The membership year shall be from September 1st through August 31st and member joining during the year shall pay dues for that year.
  6. An annual enrollment drive for members shall be conducted. Additional members shall be accepted at any time.
  7. No Regular member shall be denied the right to participate in the activities of the organization or to become a Voting Member due to financial hardship. Annual Dues Waiver or alternative payments are granted upon confidential application to the treasurer and upon confirmation of that need with the Rising Scholars Academy of South Texas Administrative Office.

ARTICLE V

General Membership Meetings

  1. General (Regular) Membership Meetings shall be held the fourth Thursday of every month necessary for the transaction of business or a general interest program with an agenda posted in the RSA main administration buildings lobby at least (3) days prior to the meeting. The agenda will also be emailed to all members and/or posted to the RSA PSTO webpage or other media available to RSA PSTO.
  2. Regular Membership Meetings may be called or canceled at the discretion of a majority of members of the Executive Committee upon 5 business days written notice to the member(s).
  3. The members present at any regular meeting shall constitute a quorum for the transaction of business.
  4. Any member of the Executive Committee and General PSTO members may attend a Regular

    Membership Meeting. However, the general meetings shall be closed to non- RSA constituents. Guests may only attend upon the invitation of, or request to, the President. The President may approve or deny the request as appropriate based on the agenda for that meeting. Guests may be asked to leave after their presentation is complete.

    1. A constituent is defined as someone who is not a direct part of RSA.

ARTICLE VI

Officers

(1) The elected Officer(s) of this organization is vested with the management of the business and affairs of this organization, subject to the Rising Scholars Academy of South Texas Codes of Conduct, the Articles of Incorporation, and these bylaws.

(2) The elected Officers of RSA PSTO shall consist of a President, Vice-President, Treasurer, Secretary, historian, and, co-officers for each position, if desired. The elected officers will also make-up the Board of Directors.

  • Election to Officer shall not be denied to any person on the basis of race, creed, sex, religion, or national origin. Parents and Employees of RSA with the exception of the Principal who have students attending RSA are eligible to serve as an Officer appointed through a voting process and signing of the conflict of interest policy.
  • At no time shall more than one-third of the Board of Directors (Officers) be composed of RSA employees. No governmental body shall have any power to appoint any member of the Board of Directors. No board member who is a RSA employee shall have the power to appoint any other member to the Board of Directors other than through the individual vote of that board member as an Officer.
  • The election of officers will take place during the March or April Regular Membership meeting. There are no term limits and, therefore, Officers may serve any number of consecutive terms. A vote of the majority present at the day of Regular Membership Meeting in which the election is held shall act as the motion for election. An Officers resignation, or death shall end an Officers term of service.
  • Whenever possible, Co-President and Co-Vice President terms shall be staggered such that no two President or Vice-President positions are vacated in the same year.
  • In the event a mid-term vacancy occurs in any office, such vacancy shall be filled by appointment by the Executive Board. The person appointed shall hold office for the remainder of the term of the predecessor and be eligible for one full term thereafter.
  • Any elected Officer may attend an Executive Committee Meeting upon request to an approval of the President. However, the Executive Committee meetings shall be closed to the public. General Members may also attend Executive Committee meetings at the invitation of the President.
  • The Executive Committee of RSA PSTO shall prepare an annual budget, estimating funds to be earned and spent for the RSA PSTO events for the upcoming year. The Executive Committee will then approve the reviewed proposed budget prior to it being presented for vote to the General Members for final approval at the first meeting of the following school year.
  • Any Officer may resign at any time by delivering written notice to the President and Board of Directors. Such resignation shall take effect upon receipt or, if later, at the time specified in the notice.
  • An elected Officer may not be removed from office without just cause. Any Officer under consideration for removal must be notified about the consideration at least 5 business days prior to the meeting taking place at which time a special meeting will occur.
  • Officers shall not receive any salaries or other compensation for their services, but, by resolution of the Executive Committee, may be reimbursed for any actual expense incurred in the performance of their duties for the organization as long as a majority of the disinterested Executive Committee members approve the reimbursement. RSA PSTO shall not loan money or property to, or guarantee the obligation of, any Officer.

ARTICLE VII

Officer Responsibilities

President

    • The President will supervise and control the affairs of the Organization and shall exercise such supervisory powers.
    • The President will perform all duties incident to such office and such other duties as may be provided in these bylaws or as may be prescribed from time to time by the Executive Committee The President shall preside at all Regular Membership and Executive Committee meetings and shall exercise parliamentary control in accordance with Roberts Rules of Order.
    • The Vice President shall act in place of the President in the event of the Presidents absence, inability, or refusal to act, and shall exercise and discharge such other duties as may be required by the Executive Committee.
    • The Vice President shall serve as the parliamentarian and interpret any ambiguities of the bylaws.
    • The President shall serve as an ex-officio member of all standing committees, unless otherwise provided by the Executive Committee or these bylaws.
    • The President shall, with the advice of the Executive Committee and in accordance with the requirements of these bylaws, set the agenda for each meeting.

      V
      ice President

    Treasurer

    • The Treasurer will have charge and custody of all funds of the Organization, will oversee and supervise the financial business of the organization, will render reports and accountings to the Officers as required by the Executive Committee, and will perform in general duties incident to the office of Treasurer and such other duties as may be required by law and these bylaws, or which may be assigned from time to time by the Executive Committee.
    • The Treasurer shall have all financial records readily accessible to all members of the Executive Committee at all times using the software approved by the Executive Committee.
    • The Treasurer shall give to the Organization an affidavit with one or more sureties for the faithful performance of the duties of the office and for the restoration to the Organization—in the case of his or her death, resignation, retirement, removal from officeall books, papers, vouchers, money, and other property of whatever kind in his or her possession or under his control belonging to the Organization.
    • The Treasurer and the Officers shall devise a plan providing for the acceptance and disbursement of all funds of the organization which shall be approved by the Executive Committee.
    • The Treasurer, with the approval of the Executive Committee, shall set up all checking, saving, and investment accounts of the organization and deposit all such funds in the name of the Organization in such accounts.
    • The Treasurers signature shall be the authorized signature for all checking, savings, and investment accounts of the Organization unless the Treasurer, with the approval of the Executive Committee, designates another member of the Executive Committee or Officer of the Organization as the authorized signatory for a particular type of disbursement.
    • The Treasurer shall prepare a monthly report for the Executive Committee, providing an accounting of all transactions and of the financial conditions of the Organization.
    • The Treasurer shall keep all financing records, books, and annual reports of the financial activities of the Organization at the principal office of the Organization and make them available at the request of any Officer or member of the public during regular business hours for inspection and copying.

    Secretary

    • The Secretary shall attend and will keep record of all meetings to include: General Membership Meetings, Executive Committee Meetings, and Special Meetings.
    • The Secretary shall provide copies of the said minutes to the Executive Committee prior to the following meeting. Minutes of the meetings shall be posted to blackboard or any other medium available to communicate RSA PSTO information to members and non-members.
    • The Secretary will submit minutes of the general membership meetings within two weeks following each General Membership meeting and Executive Meeting and provide an electronic copy of the minutes to the officers of the said Organization.

      Historian

    • The Historian will be responsible for the documentation of the activities that RSA PSTO participate in and coordinate.
    • The Historian will chair the nomination committee.

      Member at Large (Principal; Teacher and Student Liaison)

    • This will be a flexible, advisory level position. The primary role of the Principal; Teacher and Student Liaison will be to serve as a liaison between school staff, student body, and RSA PSTO and new families and PSTO.

    • The Member at Large will assist the elected Officers in fulfilling the stated purpose of RSA PSTO.
    • The Member at Large will act in the capacity of an advisor to the Board of Directors while maintaining a position with the Executive Committee. Additionally, the Member at Large will not have voting power.
    • The member(s) at large will be appointed by the Principal of RSA.

     ARTICLE VIII

    Executive Committee

    The President, Vice President, Treasurer, Secretary, Historian, Principal (or his/her designee), and Members at Large of the Organization shall constitute the Executive Committee. Additionally, the Principal of RSA to include the Members at Large will act in the capacity of advisors to the Executive Committee. The Executive Committee shall have the authority to act on behalf of the Organization and Board of Directors and in between Regular Membership Meetings. The Board of Directors must validate the actions of the executive committee at its next Regular or Special Meeting. Any such action not so validated will not be legally binding on the Organization. The President shall act as a chairperson of the executive committee. A majority of the Executive Committee shall constitute a quorum for the transaction of business, and all decisions shall be majority vote of those present.

    Board of Directors

    Additional Duties and Powers- In addition to the general duties and powers of fiduciaries, the Board of Directors shall have the following duties and powers:

    1. Oversee the fiscal management of the organization
    2. Invest funds in secure holdings.
    3. Manage the property rights, titles, interests, both legal and equitable, of the organization.

    Legal Counsel

    The Executive Committee may consult with legal counsel with respect to the meetings or construction of this code of regulations, the Articles of Incorporation of this organization, their duties and powers hereunder, or with respect to any action, proceedings or question of law. The Board of Directors and Executive Committee shall be fully protected with respect to any action of omitted by them in good faith pursuant to the advice of such counsel.

    Standard of Care

    The Executive Committee shall use ordinary care and reasonable diligence in the exercise of their powers and the performance of their duties as members hereunder. The Executive Committee shall not be held accountable for any mistake of judgment or other action taken in good faith, or for any loss, unless resulting from their own negligence or misconduct. All rights, both legal and equitable, cease upon termination of membership from RSA PSTO.

    Books of Account

    The Executive Committee shall keep full accounts of their receipts and disbursements. The books and records of this incorporation shall be open to inspection by the members of the Executive Committee at any time.

    Annual Report

    After the close of each fiscal year, the President shall compile and render to the Executive Committee an accounting of the transactions, programs, and acts of the organization in the form of an Annual Report.

    Additional Committees

    The Executive Committee may from time to time designate and appoint additional standing or temporary committees by majority vote of the members constituting the Executive Committee. Such committees shall and exercise such prescribed authority as is designated by the Executive Committee. The Executive Committee may authorize these committees to exercise any powers, responsibilities, and duties consistent with the Articles of Incorporation and these bylaws.

    ARTICLE IX

    Code of Ethics

    The Organization and its Officers and Members will comply with the Organizations Code of Ethics.

    1. The purpose of this organization shall be to ensure that the Rising Scholars Academy of South Texas Parent-Student-Teacher Organization is being served within the confines of the law and within the scope of our purpose.
    2. This organization shall be non-commercial, nonsectarian, and nonpartisan. No commercial enterprise and no candidate shall be endorsed by it. Neither the name of the Organization nor the names of its officers in their official capacities shall be used in any connection with a commercial concern or with any partisan interest or for any purpose other than the regular work of the organization.
    3. This Organization shall not seek to direct the administrative activities of Rising Scholar Academy of South Texas or to control its policies.
    4. This Organization may cooperate with other organizations or agencies active in the cause and promotion of building partnerships between parents, students, and school while promoting activities that enhance our educational community that benefit Rising Scholars Academy of South Texas.
    5. Any organization that does not line up with our purposes will not be considered as a viable partner.
    6. The bylaws and constitution shall be available at the first meeting of the organization annually and from the President, by written request, at the other times during the year.
    1. Conflict of Interest
      1. RSA PSTO has a conflict of interest policy that shall govern affairs of the Organization. At minimum, the conflict of interest policy, and this Bylaw, shall require all Officers of the Organization to disclose any conflict of interest they have in connection with any matter to be voted on by the Executive Committee. While an Officer may respond to questions of the Executive Committee, or members thereof, regarding any matter with respect to which he or she has a conflict of interest, he or she shall rescue him or herself from the Executive Committee meetings and not present during the Executive Committee debate and voting with respect to such matter. Similar restrictions shall apply to any committee established under this Bylaw.
      2. No Officer can have a financial interest in any contract which will bring about financial gain to themselves or household unless it is voted upon by the Executive Committee and it does not show favoritism or nepotism to one Officer or the next. Any Officer, junior or otherwise, can suggest any contractor for a particular job. Yet, the final decision rest with the Executive Committee. The decision will be based on a fair assessment of what is being offered and the financial ramifications for the organization.
      3. Each Officer is required to have on file an updated signed conflict of interest policy.

    Whistleblower Policy

    Every Officer, member, and volunteer have the responsibility to ensure the organization is serving the people according to its purpose and mission and most importantly within the confines of the law. Therefore, each person has the responsibility to follow the code of ethics and Whistleblower policy adhered to by this organization without repercussion of any kind. Each Officer must have a signed updated copy on file at all times.

    ARTICLE X

    Meetings

    Place of Meetings

    General Membership Meetings, Executive Committee Meetings, and Special Meetings will be held at any place that the two-thirds of the Executive Committee may designate. Notice will be given of chance of date. Special meetings may be called by the Board of Directors at their discretion. The appointment of officers, if needed, shall be held at an Executive Committee meeting.

    Regular and Special Meetings

    General Membership Meetings, Executive Committee Meetings, and a Board of Director meeting shall be held each Quarter or more frequently as deemed necessary by the Executive Committee. Special Meetings may be called by the President or by two-thirds of the elected Officers. An orientation meeting will be held each year for the new elected officers of RSA PSTO (when applicable) at which time the newly elected officers will be made aware of the operating procedures, their duties, and any other imperative information which may held them service RSA PSTO.

    Notice of Meetings

    Notice of the date, time, and place, of Meetings shall be given to each member and

    non-member by regular mail, telephone (including voice mail), facsimile, or e-mail no less than 5 business days notice prior to the meeting. Notice of the date, time, and place of special meetings shall be given to each Officer using the same methods, but with no less than 5 business days notice prior to the meeting, with the exception of special meetings held to amend the Articles of Incorporation or bylaws, for which 5 business days a written notice by mail or facsimile shall be required specifying the proposed amendment.

    Quorum

    A majority of the incumbent Officers (not counting vacancies) shall constitute a quorum for the purposes of the convening a meeting of conducting business. At an Executive Committee meeting where a quorum is present, a majority vote of the Officers attending shall constitute an act of the Executive Committee unless a greater number is required by the Certificate of Formation or by any provision of these bylaws.

    Actions without a Meeting

    Any action required or permitted to be taken by the elected Officers under these bylaws may be taken without a meeting, if majority of elected Officers individually and collectively consent in writing, setting forth the action to be taken. Such written consent shall have the same force and effect as a unanimous vote of the Executive Committee

    Open Meeting

    Meetings shall be open to the general public, except when an Executive Committee Meeting or Board of Director meeting has been called.


    Proxy Voting Prohibited

    Proxy voting is not permitted.

    ARTICLE XI

    Rules of Procedures

    The proceedings and business of the elected Officers to include the Executive Committee shall be governed by Roberts Rules of Parliamentary Procedures unless otherwise provided herein

    Executive Committee

    The Executive Committee shall consist of the officers of the organization to include the Principal of RSA, members at large and the President as ex-officio members. The members of Executive Committee shall serve until their successors are appointed and or elected.

    Duties

    The duties of the executive committee shall be to:

    1. Transacts necessary business in the intervals between regular General Membership meetings and Board of Director Meetings.
    2. Have the authority to make expenditures between monthly meetings of the organization
    3. Present a report at the regular meetings of the organization if action has occurred.
    4. Prepare and submit to the Board of Directors for approval a budget and a plan for determining adequate revenue streams for the organization.

     

    ARTICLE XII

    Operations

     

    Execution of Documents

    Unless specifically authorized by the Board of Directors or as otherwise required by law, all final contracts, deeds, conveyances, leases, promissory notes, or legal written instruments executed by the Executive Committee and/ or the President and Treasurer (or such other person designated by the Executive Committee), pursuant to the general authorization of the RSA PSTO elected Officers. All conveyances shall be signed by the President or two other members of the Executive Committee and must be approved by resolution of the Board of Directors.

     

     

    Disbursement of Funds

    Financial Transactions which have a value of $100 dollars or more shall require majority approval of the elected Board of Directors or Executive Committee if a majority of the elected Officers is not immediately available to vote on the transaction. In all other transactions, The President may dispense with the funds of the Organization in accordance with the annual budget approved by the Executive Committee and the purposes of the Organization as set out in the Certificate of Formation and these bylaws. Notwithstanding the above, all checks of more than $100 dollars disbursing funds from any of the Organizations accounts shall require the signatures of at least two of the following: President, Vice President, Secretary, or Treasurer. In the case that elected officers represent the same family only one officer can sign legal binding documents at a given time. Additionally, at the beginning of each election term, the executive committee will approve 3 members (President, Treasurer, and either the Vice-President or Secretary) to have signatures on all financial accounts of the said organization.

    Assets

    No part of the income or revenue of the organization shall inure to the benefit of any member, officer, or any individual except that reasonable compensation may be paid for services rendered. No members, officer, or individual shall be entitled to share in the distribution of any part of the assets of the Organization on its dissolution or liquidation. In the event of such dissolution or liquidation, the assets of the organization, after payment of debts and obligations, shall be transferred to one or more organizations with federal tax exemption for charitable, educational and health uses, or with objectives similar to those of RSA PSTO. The receiving organization(s) shall be designated by the Executive Committee at its final meeting.

    Non-Discrimination Policy

    A non-discrimination policy shall be maintained. This organization shall not discriminate against any person receiving its services as described in the Articles of Incorporation on the basis of race, creed, national or ethnic origin, religion, age, disability, or gender.

     Records

    The organization will keep correct and complete records of account and will also keep minutes of the proceedings of the Regular Membership Meetings and Committees. The organization will keep at its principal place of business the original or a copy of its bylaws, including amendments to date certified by the President of the organization.

    Federal and State Corporate Filings

    The said organization (RSA PSTO) shall file any and all federal and/or state of Texas required tax forms and any additional paperwork necessary to maintain tax exempt status to include non-profit status under the Federal Internal Revenue Service code and applicable state of Texas regulations.

    Registered Agent

    The organization will file with the State of Texas a change in the Registered Agent of the said organization after the installment of new elected officers by May 31 of each year. The Registered Agent can be any one officer of the Board of Directors.

    Inspection of books and Records

    All books and records of this organization may be inspected by any Officer for any purpose at any reasonable time on written demand.

    Loans to Management

    The organization will make no loans to any of its Officers or members.

    Amendments

    The Executive Committee may adopt amendments by majority vote of Executive Committee members where a quorum is present. The bylaws may be amended at any time by a vote of the majority of Executive Committee members at a meeting where a quorum is present.

    Fiscal Year

    The fiscal year for the Corporation will be from September 1st to August 31st.

    Audit

    The Corporation shall have an annual audit to be completed by July 31st of each year for the previous fiscal year. Prior to the annual audit being conducted, an Ad Hoc Audit committee will be formulated to consist of 3 members to include: one general member, a teacher liaison, and RSA Principal.


    Dissolution

    In the event, RSA PSTO, ceases to exist, all accumulate will be distributed to charitable religious, charitable educational institutions, and/or institutions that the Executive Committee sees matches closely to RSA PSTOs goals and missions. The assets will be distributed within 120 days of the act of dissolution within the state of Texas.


    CONSTITUTIONAL REVIEW

     The Bylaws of this organization shall be reviewed at least every two years by a committee of not less than three persons appointed by the Present.