RIVERSIDE HIGH SCHOOL

BYLAWS

ARTICLE I: NAME

The name of this corporation is the Riverside Parent-Teacher-Student Organization (PTSO), hereinafter referred to as the Organization or RVHS PTSO.

ARTICLE II: OBJECT

Section 1. The Organization is a 501(c)(3) charitable organization organized exclusively for charitable purposes as outlined in Section 501(c)(3) of the Internal Revenue Code or corresponding Section of any future Federal tax code (hereinafter “Internal Revenue Code”). As a 501(c) (3) organization the RVHS PTSO is organized and operated for the sole benefit of Riverside High School.

Section 2. The Objectives of this Organization are:

• To provide support and service to the students, families, educators and community of Riverside High School.
• To promote a spirit of caring, good citizenship and respect for others within the school and community.
• To bring into closer relation the home and the school, so that parents, teachers, and students may cooperate intelligently in the education of students.
• To provide financial support for programs and equipment to further the education of students and educators.

ARTICLE III: MEMBERS

Section 1. Membership in this Organization shall be made available without regard to race, color, creed or national origin, under such rules and regulations, not in conflict with the provisions of the Bylaws

Section 2. Only individuals who are parents or guardians of Riverside High School students, teachers and staff members, and students of Riverside High School are eligible to apply for membership.

Section 3. Dues: Each member of this Organization shall pay annual dues to the Organization as determined by the Executive Board prior to the start of the school year. Dues will not be prorated. No refunds will be granted for dues.

Section 4. This Organization shall conduct an annual enrollment of members but may admit persons to membership at any time.

Section 5. Only members of this Organization shall be eligible to vote in the business meetings of this Organization or to serve in any of its elective or appointive positions. All members are granted one vote.

Section 6. Status as a member terminates at the end of the PTSO fiscal year as outlined in Article XII. Any member may resign by filing a written resignation with the Executive Board.

ARTICLE IV: OFFICERS AND THEIR ELECTION

Section 1. The officers of this Organization shall consist of:

1. President (Elected);
2. 1st Vice President of Communications (Elected)
3. 2nd Vice President of Membership (Elected)
4. 3rd Vice President of Hospitality (Elected)
5. 4th Vice President of Fundraising (Elected)
6. Treasurer (Elected);
7. Secretary (Elected);
8. Riverside Administrator (Appointed);
9. Riverside Faculty Member (Appointed);
10. Riverside Student Government Representative (Appointed)

Section 2. Each officer of this Organization must be a member of this Organization

Section 3. Elections:

a. For the purposes of electing the first officers, the temporary chair will call for nominations from the floor. If only one candidate is nominated for a position they will be declared elected. If there is more than one candidate a Viva-Voce Election will be conducted until one of the nominees receives a majority vote.

b. Elected officers shall be elected at the Annual Meeting to be held each year in the month of May. Notice of the election shall be given thirty (30) days prior to the Annual Meeting. Nominations for vacant positions will be taken from the floor at the Annual Meeting. A majority of the votes cast shall constitute an election.

Section 4. Appointments: Appointed members of the Board shall be appointed by the Principal OR each of the respective constituent groups (Administrator, Faculty, Student Government.) Appointments shall be for a one year term coinciding with the PTSO year as outlined in Article XII. Names of appointees shall be forwarded to the Executive Board prior to the first quarter meeting. Each group shall administer its own appointment process, and shall immediately appoint a replacement to fill any vacated position.

Section 5. All officers, except the Treasurer, shall assume their official duties on July 1. The Treasurer shall assume his/her official duties upon the completion of the auditing process. Officers shall serve for a term of one (1) fiscal year, ending June 30.

Section 6. No person shall be eligible to serve more than six (6) consecutive terms in the same office. An officer that has served more than half of a term is considered to have served a full term in that office.

Section 7. Vacancies in the Executive Board.

• Should the position of president become vacant, the first vice-president will automatically become president for the remainder of the term.
• A vacancy occurring in any other office shall be filled for the unexpired term by a person elected by a majority vote of the Executive Board. Membership shall be notified if a vacancy occurs and when the vacancy is filled.

Section 8. Removal of officers.

• Any Executive Board member may be removed with or without cause, including felony conviction, conflict of interest, failure to perform the duties of his/her office, or other acts that may indicate poor citizenship to the students at Riverside High School. A two-thirds (2/3) majority of the members present at the meeting shall be required for removal.
• Resignation. Any officer may resign at any time, giving written notice to the Executive Board via the President or the Secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein. The acceptance of such resignation by the Executive Board shall not be necessary to make it effective.

ARTICLE V: MEMBERSHIP MEETINGS

Section 1. General membership meetings shall be held no less than four (4) times during the school year (once per quarter). Seven (7) days’ notice of these meetings shall be provided to membership.

Section 2. An annual election meeting shall be held each May to elect the Executive Board.

Section 3. Special meetings of the Organization may be called by the President or by a majority of the Executive Board. Seven (7) days’ notice of these meeting shall be provided to membership.

Section 4. Quorum: A majority of the Executive Board must be present to constitute a quorum for the transaction of business in any general meeting of this Organization.

ARTICLE VI: EXECUTIVE BOARD

Section 1. The Executive Board shall consist of the elected officers of the Organization.

Section 2. The duties of the Executive Board shall be:

• To transact necessary business in the intervals between Organization meetings and such
  other business as may be referred to it by the Organization;
• To present a report at the regular meetings of the Organization;
• To approve routine bills within the limits of the budget;
• To create standing and special committees;
• To appoint committee chairpersons and approve/oversee the plans of work of the standing committees;
• To select a professional auditor or an auditing committee to audit the treasurer’s accounts;
• To prepare and submit to the Organization for adoption a budget for the year.

Section 3. Meetings of the Executive Board, separate from the general membership meetings, shall be held during the fiscal year as deemed necessary in order to carry out the Organization’s business. Special meetings of the Executive Board may be called by the President or by a majority of the members of the Board. A majority of the Executive Board members shall constitute a quorum.

ARTICLE VII: COMMITTEES

Section 1. Only members of this Organization shall be eligible to serve in committee positions.

Section 2. The term of each chairperson shall be one (1) fiscal year or until the selection of a successor, whichever occurs first.

Section 3. All committee work shall be overseen by a member of the Executive Board.

Section 4. Committee chairpersons shall turn over all records and plans of work to their successor or to the President when their committee work ceases or at the end of their term.

ARTICLE VIII: PARLIAMENTARY AUTHORITY

The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Organization in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Organization may adopt. A copy of Robert’s Rules of Order Newly Revised shall reside with the PTSO Parliamentarian.

ARTICLE IX: AMENDMENTS

These bylaws may be amended at any regular meeting of the Organization by a two-thirds vote, provided that the amendment has been provided in writing to the membership at least thirty (30) days prior to the meeting at which the revision or the amendments are to be voted upon.

ARTICLE X: BASIC POLICIES

The following are basic policies of this Organization:

1. The Organization shall be noncommercial, nonsectarian, and nonpartisan.
2. The name of the Organization or the names of any members in their official capacities shall not be used to endorse or promote a commercial concern or in connection with any partisan interest or for any purpose not appropriately related to promotion of the Objectives of the Organization.
3. The Organization shall not directly or indirectly participate or intervene (in any way, including the publishing or distributing of statements) in any political campaign on behalf of, or in opposition to, any candidate for public office.
4. The Organization shall work with the school to provide quality education for all students and shall seek to participate in the decision making process establishing school policy, recognizing that the legal responsibility to make decisions has been delegated by the people to local and state education authorities.
5. The Organization may cooperate with other organizations and agencies concerned with child welfare, but an Organization representative shall make no commitments that bind the group he represents.
6. No part of the net earnings of the Organization shall inure to the benefit of or be distributable to its members, trustees, officers or other private persons except that the Organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distribution for the purposes set forth in Article II hereof.
7. Financial assistance from the PTSO will be considered for families who can reasonably show proof of financial hardship, or who qualify for the Reduced Lunch Program offered through Loudoun County Public Schools.
8. Notwithstanding any other provision of these articles, the Organization shall not conduct any activities not permitted by an organization exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code, or not permitted by an organization to which contributions are deductible under Section 170(c)(2) of the Internal Revenue Code.

ARTICLE XI: ADMINISTRATIVE POLICIES

Section 1. This Organization shall keep such permanent books of accounts and records as shall be sufficient to establish the items of gross income, receipts, and disbursements of the Organization including, specifically, the number of its members, and the dues collected from its members, and the annual budget. Such books of accounts and records shall at all reasonable times be open to inspection by the Organization’s members.

Section 2. The Organization’s annual budget must be approved by a vote of the general membership at the first quarter meeting.

Section 3. Financial Controls:

• The Executive Board shall have the power to increase/decrease individual line item budget allocations by 10% without the approval of the general membership. The money may be moved from unallocated reserves or from programs that have exceeded their budgeted net value, provided the total PTSO budget balance is unchanged. (Net value is defined as program revenues less program expenses.) In no instance may an individual line item amount (net value) be increased more than $250 without the prior approval of the general membership.
• The treasurer will deposit all funds, within five (5) days of receipt, in a local federally insured financial institution.
• The Executive Committee shall create and the treasurer shall keep the following forms:
• A Reimbursement Request form to include the requesters name, phone number, and address, two signature lines for officer approval, check number and date, the amount, and the reason for the reimbursement. Original receipts are to accompany the Reimbursement Request form.
• A Check Request Form to be used when a check is needed in advance of the transaction. This form should include the check payee name and address, the requesters name, phone number, and address, two signature lines for officer approval, check number and date, the amount, and the reason for the request.
• A Cash Receipt Form to be used after a money generating event to record money collected.
• All check and reimbursement requests must be signed by two members of the Executive Board which includes the treasurer and another member of the executive board. No two signatories may be related. Additionally, for checks and reimbursements under the dollar amount of $100, the treasurer alone may sign.

Section 4. Dissolution of the Organization and termination of its affairs shall take place in the following manner:

• The Executive Board shall adopt a resolution recommending that the Organization be dissolved and directing that the question of such dissolution be submitted for a vote at a special meeting of members having voting rights. Written or printed notice stating the purpose of such meeting to consider the advisability of dissolving the Organization shall be given to each member entitled to vote at such meeting at least thirty (30) days prior to the date of such meeting. Such meeting shall be held only during the academic year.
• Approval of dissolution of the Organization shall require the affirmative vote of at least two‑thirds of the members present and entitled to vote at the special meeting, a quorum being present.
• Upon the dissolution of this Organization, after paying or adequately providing for the debts and obligations of the Organization, the remaining assets shall be distributed to one or more non‑profit funds, foundations, or Organizations which have established their tax exempt status under Section 501(c)(3) of the Internal Revenue Code.

Section 5. One president shall preside over the Organization.

ARTICLE XII: FISCAL YEAR

The fiscal year of this Organization shall begin on July l and end on June 30.

ARTICLE XIII: DUTIES OF OFFICERS

Section 1. The President shall:

• Preside at all meetings of the Organization;
• Perform such other duties as may be prescribed in these Bylaws or assigned by the Organization;
• Be a member ex officio of all committees;
• Coordinate the work of the officers and committees of the Organization in order that the Objectives may be promoted;
• Attend all Executive Board and general assembly meetings.

Section 2. The 1st Vice President (Communications) shall:

• Act as aide to the President;
• Perform the duties of the President in the absence or inability of that officer to act;
• Coordinate Hospitality activities;
• Other delegated duties as assigned;
• Attend all Executive Board and general assembly meetings.

Section 3. The 2nd Vice President (Membership) shall:

• Act as aide to the President;
• Perform the duties of the President in the absence or inability of that officer to act;
• Coordinate Membership activities and maintain the Membership database;
• Other delegated duties as assigned;
• Attend all Executive Board and general assembly meetings.

Section 4. The 3rd Vice President (Hospitality) shall:

• Act as aide to the President
• Plan and organize back to school staff breakfast/lunch, teachers appreciation events, provide food at meetings, submit yearly activities, set up and clean up;
• Attend all Executive Board and general assembly meetings.

Section 5. The 4th Vice President (Fundraising) shall:

• Act as aide to the President;
• Research and develop fundraising ideas to present to the board;
• Provide guidance to the PTSO;
• Be responsible for running various fundraisers;
• Attend all Executive Board and general assembly meetings.

Section 6. The Treasurer shall:

• Have custody of all the funds of the Organization;
• Keep a full and accurate account of receipts and expenditures;
• Deposit all funds, within five (5) days of receipt, in a local federally insured financial institution;
• Make disbursements in accordance with the adopted budget or as decided/amended via majority vote at a general membership meeting (or by majority vote at an executive board meeting for summer ongoing administrative/operational expenses);
• Have all check and reimbursement requests signed by two persons, the treasurer and one other executive board officer. No two signatories may be related. Additionally, any check or reimbursement under the dollar amount of $100; the treasurer alone may sign.
• Reconcile the bank account(s) monthly. Have an officer, other than the President, review the bank statement(s) and reconciliation(s);
• Present a financial statement at every meeting of the Organization and at other times when requested by the Executive Committee/Board;
• Close the books and submit them for audit no later than July 31;
• Prepare/oversee that the tax return for the Organization is completed and filed on time;
• Attend all Executive Board and general assemble meetings.

Section 7.The Secretary shall:

• Record the minutes of all meetings of the Organization, and distribute them to all officers within one week for review. Corrected minutes will be read and approved at the following general meeting. The secretary will be responsible for posting the minutes on the PTSO website;
• Act as the Organization’s Parliamentarian;
• Have a current copy of the Bylaws and Roberts Rules of Order Newly Revised;
• Perform other delegated duties as assigned;
• Attend all Executive Board and general assemble meetings.

Section 6. All officers shall perform the duties outlined in these Bylaws and those assigned from time to time. Upon the expiration of the term of office or in case of resignation, each officer shall turn over to the President, without delay, all records, books, and other materials pertaining to the office.

ARTICLE. XIV: YEARLY AUDIT

Section 1. An auditing committee or a professional auditor shall be selected by the Executive Board prior to the end of the fiscal year. An Auditing Committee shall consist of no fewer than three members and no one serving on the Executive Board shall sit on the Auditing Committee.

Section 2. The Treasurer shall submit the books to the Auditing Committee or the professional auditor no later than 30 days after the end of the fiscal year. The auditor or Auditing Committee shall examine the books for compliance with the Treasurer’s responsibilities as outlined in Article XII. The audit report shall be submitted, in writing, to the Executive Board prior to finalization of the proposed budget for the coming school year.

Section 3. The Executive Board of the Organization shall, upon resignation of the Treasurer during a term, select an Auditing Committee or a professional auditor within one week of the resignation. The audit shall be performed with fiscal year-end auditing procedures and shall be completed within three weeks of the resignation. This audit shall not be performed in lieu of the year-end audit.

Section 4. The newly elected Treasurer shall not undertake any duties or responsibilities of that office until the audit is presented to and accepted by the Executive Board.

ARTICLE XV. INDEMNIFICATION

The Organization shall indemnify any person 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 civil, criminal, administrative or investigative (other than an action by or in the right of the Organization) by reason of the fact that he or she is or was a Director, officer, employee or agent of the Organization, or is or was serving at the request of the Organization as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she 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, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, or settlement shall not create a presumption that the person did not meet that standard of conduct. The termination of any action, suit or proceeding by conviction, or upon a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment shall create a presumption that the person did not meet that standard of conduct. Any indemnification under this section (unless ordered by a court) shall be made by the Organization only as authorized in the specific case upon a determination that indemnification of the Director, officer, employee or agent has met the applicable standard of conduct set forth in this paragraph.

Such determination shall be made:

1. By the Executive Board by a majority vote of a quorum consisting of Directors who were not parties to the action, suit or proceeding; or
2. By independent legal counsel in a written opinion if a quorum of Directors who were not parties to the action, suit, or proceeding is not obtainable, or, even if such a quorum is obtainable, a majority vote so directs.
3. The Organization shall indemnify a Director or Officer who entirely prevails in the defense of any proceeding to which he or she was a party because he or she is or was a Director or Officer of the Organization against reasonable expenses incurred by him or her in connection with the proceeding.

ARTICLE XVI. Insurance

The Corporation shall have the authority to purchase and maintain insurance to protect the Corporation, the Board of Directors, and the officers, employees and agents of the Corporation from liability consistent with these Bylaws.

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