BY – LAWS
EAST SCHOOL PARENT – TEACHER COUNCIL
New Canaan, Connecticut
Adopted November 1964, amended March 1968, September 1986, March 1991, February 1992, October 1994, November 2012, April 2018 and February 2020
ARTICLE I - NAME
The name of the organization shall be the East School Parent-Teacher Council, hereinafter referred to as the East School PTC or the PTC.
ARTICLE II - OBJECTIVE
The objective of the East School PTC shall be to promote a strong working relationship between members of the faculty and administrative officers of the school and the parents and guardians of children attending the school, so that both may contribute more effectively to the education and development of the children.
ARTICLE III - POLICIES
The East School PTC shall be non-commercial, non-sectarian, and politically non-partisan. The name of the PTC or the names of any of its members in their official capacities shall not be used in any political or commercial enterprise. At no time shall any meeting of the PTC be used as a political forum.
The PTC shall not seek to direct or control the administrative activities or the policies of the School.
Notwithstanding any other provision of these articles, the organization is organized exclusively for one more more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code of 1986, and shall not carry on any activities not permitted to be carried on by an organization exempt from Federal Income tax under IRC 501(c)(3) or corresponding provisions of any subsequent tax laws.
No part of the net earnings of the organization shall insure to the benefit of any member, trustee, director, officer of the organization, or any private individual (except that reasonable compensation may be paid for services rendered to or for the organizations), and no member, trustee, director or officer of the organization or any private individual shall be entitled to share in the distribution of any of the organization's assets on dissolution of the organization.
No substantial part of the activities of the organization shall be carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by IRC 501(h)) or participating in, or intervening in (including the publication or distribution of statements) any political campaign on behalf of or in opposition to any candidates for public office.
In the event of dissolution, all of the remaining assets and property of the organization shall after payment of necessary expenses thereof be distributed to such organizations as shall qualify under Section 501(c)(3) on the Internal Revenue Code of 1986, or corresponding provision of any subsequent Federal tax laws, or to the Federal government or State or Local government for a public purpose, subject to the approval of a Justice of the Supreme Court of the State of Connecticut.
In any taxable year in which the organization is a private foundation as described in IRC 509(a), the organization shall distribute its income for said period at such time and manner as not to subject it to tax under IRC 4942, and the organization shall no (a) engage in any act of self-dealing as defined in IRC 4941(d), (b) retain in any excess business holding as defined in IRC 4943(c), © make any investment in such a manner as to subject the organization to tax under IRC 4944, or (d) make any taxable expenditures as defined in IRC 4945(d) or corresponding provision of any subsequent Federal tax law.
ARTICLE IV - MEMBERSHIP AND DUES
Section 1: The membership shall consist of all parents and guardians of pupils in East School and faculty and administrative officers of the School.
Section 2: Dues shall be payable annually in an amount to be determined annually by the Executive Board of the PTC. Faculty and administrative officers of the School shall be exempt from all dues.
Section 3: The voting membership shall consist of those members who have paid their dues. Members may become voting members at any time in the course of the year upon payment of dues. Faculty and administrative officers of the School shall automatically be voting members.
ARTICLE V - OFFICERS AND EXECUTIVE BOARD
Section 1: Officers
The officers of the PTC shall be elected by a majority of the voting members present at the annual meeting of the PTC to be held in the Spring.
The officers shall be a President(s), Co-Vice Presidents , Communication Co-Chairs, and Treasurer(s), and shall be elected from the voting group.
New officers shall assume their duties at the end of the May PTC Board Meeting with continued support from the existing Board members until June 30. Retiring officers are responsible for school events through the end of the current school year..
Section 2: Executive Board
The executive board shall be comprised of the officers of the PTC, the Principal of East, and one or two members of the faculty of East School appointed by the Principal.
The President(s) of the PTC shall be the Chairman of the Executive Board and shall call its meetings.
A simple majority shall constitute a quorum of the Executive Board.
The Executive Board shall approve all disbursements outside of the approved budget. All disbursements made under “Appropriations” should be approved by the Executive Board.
Section 3: Elections
A five (5) member nominating committee shall be appointed by November 1. The committee shall consist of the principal, chairman(s) of the nominating committee, and the PTC Presidents.
No member of the nominating committee shall be nominated for an office or appointed to the Executive Board for the year in question.
The nominating committee shall request nominations and self-nominations via email on December 1 of a given year. The nominating committee will provide a description of the positions to inform the membership of opportunities. The nominating committee shall propose a slate of officers and standing committee chairmen. The nominating committee shall present to the membership written notice of its proposed slate at least ten (10) days prior to the annual meeting. Only those who have consented to serve if elected shall be eligible for nomination.
Vacancies occurring in offices shall be filled by nomination and election by the nominating committee chairman, the principal and the executive board.
No officer or chairman shall be eligible to succeed his/herself in a position which he/she has held for two consecutive one-year terms, without prior approval from the executive board.
Section 4: Duties of the Officers
All officers and committee chairman shall maintain records of their office. They shall transmit such records to the President(s) whenever required and to their successor at the May Board meeting of the school year.
The President(s) shall preside over meetings of the PTC and shall serve as ex-officio member of all standing committees. The President(s) shall be a signatory on all checking accounts.
The Vice Presidents shall assume all responsibilities of the President(s) within the PTC and on the Executive Board in the President’s absence. He/she shall also serve as the volunteer coordinator and perform other duties as assigned by the President.
The Vice Presidents shall be responsible for coordinating all fund-raising activities.
The Communication Co-Chairs shall record minutes of all meetings of the PTC and of the Executive Board, and shall handle all correspondence and shall maintain the official listing of voting members.
The Treasurer(s) shall maintain current records of all receipts and disbursements and other financial transactions, shall arrange for proper deposit of funds, shall make all disbursements after first ascertaining that they have been approved by the Executive Board, and shall present a written financial statement at all scheduled PTC meetings.
ARTICLE VI - STANDING COMMITTEES
Section 1: The standing committees may consist of the following:
Visual and Performing Arts
Room Parents Coordinator
New Canaan CARES Representatives
Section 2: Standing Committee Chairmen are nominated and elected at the annual meeting.
Section 3: Standing Committee members are selected by the representative committee chairmen from the PTC membership. Members may serve on as many committees as they wish.
Section 4: As the need arises, the President(s) and a majority of the Executive Board may establish other standing committees.
ARTICLE VII - AMENDMENTS
These By-Laws may be amended at any regular meeting of the PTC including the annual meeting by a two-thirds vote of those voting members present, provided written notice of the proposed amendment and written notice of the meeting shall have been sent to the members at least ten (10) days in advance of the meeting.
ARTICLE VIII - DOCUMENT RETENTION AND DESTRUCTION POLICY
Section 1: The Document Retention and Destruction Policy identifies the record retention responsibilities of staff, volunteers, members of the board of directors, and outsiders for maintaining and documenting the storage and destruction of the organization’s documents and records.
The organization’s staff, volunteers, members of the board of directors, committee members and outsiders (independent contractors via agreements with them) are required to honor the following rules:
1. Paper or electronic documents indicated under the terms for retention in the following section will be transferred and maintained by (fill in the blank based on the organization’s practices);
2. All other paper documents will be destroyed after three years;
3. All other electronic documents will be deleted from all individual computers, databases, networks, and back-up storage after one year;
4. No paper or electronic documents will be destroyed or deleted if pertinent to any ongoing or anticipated government investigation or proceeding or private litigation (check with legal counsel or the human resources department for any current or foreseen litigation if employees have not been notified); and
5. No paper or electronic documents will be destroyed or deleted as required to comply with government auditing standards (Single Audit Act).
Section 2: Record Retention. The following table, adapted from the National Council of Nonprofits, indicates the minimum requirements and is provided as guidance to customize in determining your organization’s document retention policy. Because statutes of limitations and state and government agency requirements vary from state to state, each organization should carefully consider its requirements and consult with legal counsel before adopting a Document Retention and Destruction Policy. In addition, federal awards and other government grants may provide for a longer period than is required by other statutory requirements.
Type of Document
Accounts payable ledgers and schedules
Checks (for important payments and purchases)
Contracts, mortgages, notes, and leases (expired)
Contracts (still in effect)
Correspondence (legal and important matters)
Correspondence (with customers and vendors)
Deeds, mortgages, and bills of sale
Determination letter for income tax exemption
Duplicate deposit slips
Expense analyses/expense distribution schedules
Year-end financial statements
Insurance records, current accident reports, claims, policies, and so on (active and expired)
Internal audit reports
Inventory records for products, materials, and supplies
Invoices (to customers, from vendors)
Minute books, bylaws, and charter
Patents and related papers
Payroll records and summaries
Personnel files (terminated employees)
Retirement and pension records
Tax returns and worksheets
Trademark registrations and copyrights
Withholding tax statements
ARTICLE VIIII - WHISTLEBLOWER POLICY
Section 1: The Organization Code of Conduct (the code) requires directors, key volunteers, and employees to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. Employees and representatives of the organization must practice honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and regulations.
Section 2: The objectives of the Whistle-Blower Policy are to establish policies and procedures for the following:
The submission of concerns regarding questionable accounting or audit matters by employees, directors, officers, volunteers, and other stakeholders of the organization, on a confidential and anonymous basis
The receipt, retention, and treatment of complaints received by the organization regarding accounting, internal controls, or auditing matters
The protection of directors, volunteers, and employees reporting concerns from retaliatory actions
Section 3: Reporting Responsibility
Each director, volunteer, and employee of Organization has an obligation to report in accordance with this whistle-blower policy (a) questionable or improper accounting or auditing matters, and (b) violations and suspected violations of Organization’s code (concerns).
Section 4: Acting in Good Faith
Anyone reporting a concern must act in good faith and have reasonable grounds for believing the information disclosed indicates an improper accounting or auditing practice, or a violation of the code. The act of making allegations that prove to be unsubstantiated, and that prove to have been made maliciously, recklessly, or with the foreknowledge that the allegations are false, will be viewed as a serious disciplinary offense. It may also result in discipline, up to and including dismissal from the volunteer position or termination of employment. Such conduct may also give rise to other actions, including civil lawsuits.
Section 5: Confidentiality
Reports of concerns, and investigation pertaining thereto, shall be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.
Disclosure of reports of concerns to individuals not involved in the investigation will be viewed as a serious disciplinary offense and may result in discipline, up to and including termination of employment. Such conduct may also give rise to other actions, including civil lawsuits.
Section 6: Authority of Audit Committee
All reported concerns will be forwarded to the audit committee in accordance with the procedures set forth herein. The audit committee shall be responsible for investigating and making appropriate recommendations to the board of directors, with respect to all reported concerns.
Section 7: No Retaliation
This whistle-blower policy is intended to encourage and enable directors, volunteers, and employees to raise concerns within the organization for investigation and appropriate action. With this goal in mind, no director, volunteer, or employee who, in good faith, reports a concern shall be subject to retaliation or, in the case of an employee, adverse employment consequences. Moreover, a volunteer or employee who retaliates against someone who has reported a concern in good faith is subject to discipline up to and including dismissal from the volunteer position or termination of employment.
Section 8: Encouragement of Reporting
The organization encourages complaints, reports, or inquiries about illegal practices or serious violations of the code, including illegal or improper conduct by the organization itself, by its leadership, or by others on its behalf. Appropriate subjects to raise under this policy would include financial improprieties, accounting or audit matters, ethical violations, or other similar illegal or improper practices or policies. Other subjects on which the organization has existing complaint mechanisms should be addressed under those mechanisms, such as raising matters of alleged discrimination or harassment through the organization’s human resources channels, unless those channels are themselves implicated in the wrongdoing. This policy is not intended to provide a means of appeal from outcomes in those other mechanisms.
Section 9: Directors and other Volunteers
Directors and other volunteers should submit concerns in writing directly to the chair of the audit committee.
Section 10: Handling of Reported Violations
The audit committee shall address all reported concerns. The chair of the audit committee shall immediately notify the audit committee, the president, the CEO, and chief operating officer of any such report. The chair of the audit committee will notify the sender and acknowledge receipt of the concern within five business days, if possible. It will not be possible to acknowledge receipt of anonymously submitted concerns.
All reports will be promptly investigated by the audit committee, and appropriate corrective action will be recommended to the board of directors, if warranted by the investigation. In addition, action taken must include a conclusion or follow-up, or both, with the complainant for complete closure of the concern.
The audit committee has the authority to retain outside legal counsel, accountants, private investigators, or any other resource deemed necessary to conduct a full and complete investigation of the allegations.
ARTICLE X - CONFLICT OF INTEREST POLICY
Section 1: Purpose
The purpose of the conflict of interest policy is to protect this tax-exempt organization’s (Organization) 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
1. 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.
2. Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
a. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,
b. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
c. 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 Article III, Section 2, 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
1. 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 considering the proposed transaction or arrangement.
2. 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 if a conflict of interest exists.
3. Procedures for Addressing the Conflict of Interest:
a. 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.
b. 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.
c. 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.
d. 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.
4. Violations of the Conflicts of Interest Policy:
a. 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.
b. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines 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:
1. 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.
2. 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.
Article V: Compensation
1. 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.
2. 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.
3. 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.
Article VI: Annual Statements
Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
1. Has received a copy of the conflicts of interest policy,
2. Has read and understands the policy,
3. Has agreed to comply with the policy, and
4. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Article VII: Periodic Reviews
To ensure 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:
1. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
2. 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 in an excess benefit transaction.
Article VIII: Use of Outside Experts
When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.