Bylaws

Adopted April 16, 2026. The official copy is theAdopted April 16, twenty twenty-six. The official copy is the signed bylaws (PDF); if this page and the signed copy ever differ, the signed copy governs.

Article I — Mills River Elementary School PTO

Section 1.01. Name

The name of the organization shall be the Mills River Elementary School Parent Teacher Organization (PTO).

Section 1.02. Articles of Organization

The PTO exists at the discretion of the Mills River Elementary School Principal. The PTO exists as an unincorporated organization of its members, or incorporated organization should the organization become incorporated. Its articles of organization comprise these bylaws, or as amended in accordance with the terms below. In the absence of separate articles of organization, the bylaws shall be deemed to be the articles of organization. In the event of any conflict between these bylaws and the articles of organization, these bylaws shall govern. The school Principal shall have final authority on all matters.

Section 1.03. Purpose

The purpose of the PTO is to promote and enhance the educational experience and overall well-being of students attending Mills River Elementary School by fostering communication, cooperation, and collaboration among parents, teachers, staff, and the community. The PTO will encourage a positive supportive atmosphere to enhance student educational and extracurricular experiences. The PTO will seek neither to direct the administrative activities of the school nor to control its policies.

Section 1.04. Scope

The PTO will engage in the following services: social and academic activities, communication, and fundraising. Financial support will be provided to teacher and student programs not covered by the Henderson County Public School District. The PTO will encourage parent, teacher and community involvement and cooperate with school administration to enhance educational opportunities.

Section 1.05. Dissolution

The PTO may be dissolved provided at least thirty (30) days’ notice of the intended dissolution vote at a scheduled meeting is provided to all members and a super majority (2/3) of a quorum of members present at the scheduled meeting vote for the dissolution of the PTO. If the PTO is dissolved, all assets, including, but not limited to cash and equipment will be turned over to Mills River Elementary School in the form of liquid and/or non-liquid assets.

Article II — Membership

Section 2.01. Qualifications

PTO membership is open to all parents, guardians or other persons associated with a child enrolled at and attending Mills River Elementary School. Members of the licensed teaching staff shall also be considered voting members of the PTO. Membership is open to these individuals regardless of race, sex, ethnicity, age, gender, religion, sexual orientation, gender identity, gender expression, disability, national origin, economic status and other diverse backgrounds. The Mills River Elementary School Principal and Assistant Principal shall be non-voting, advisory members of the PTO.

Section 2.02. Dues

PTO Membership does not require payment of dues.

Section 2.03. Term

The membership year will correspond with the school year.

Section 2.04. Rights and Responsibilities

The members shall have the right to attend meetings and events sponsored by the PTO, receive communication from PTO, serve on committees, and be nominated and elected to office. Members shall have the right to vote on any motions set forth during PTO General Meetings including but not limited to the election of Officers, Committee Members and the review and approval of amendments to these bylaws.

Section 2.05. Meetings

PTO General Membership meetings shall be held monthly during the academic year. Dates will be distributed to members at the PTO’s first General Meeting of the academic year. Special meetings may be called by the President, the Executive Board, Committee Chairs or upon written request of five (5) members to the Secretary. The objective of a Special Meeting shall be announced and presented to PTO members at least ten (10) days prior to the meeting. Meetings may be rescheduled for cause at the discretion of the President, Executive Board or Committee Chair and such changes shall be communicated to members.

Section 2.06. Quorum

The members present at any PTO General Meeting, provided at least five (5) members are present, shall constitute a voting body for the transaction of business. A quorum is defined as five (5) members present. If fewer than five (5) members are present at a meeting, no action can be taken. Instead, matters brought before the Membership will be discussed and decided by the Executive Board.

Section 2.07. Reimbursement

Members shall serve without compensation with the exception that expenses incurred in the furtherance of the PTO’s business are allowed to be reimbursed with documentation in accordance with the PTO’s financial policies.

Article III — Executive Board

Section 3.01. Definition

The Executive Board shall consist of the elected officers of the organization.

Section 3.02. Authority

The affairs, activities and operation of the PTO shall be managed by the Executive Board. The Executive Board shall transact necessary business during the intervals between the General Meetings of the Membership and such other business as may be referred to the Executive Board by the Membership or these bylaws. The Executive Board may create standing and special committees, approve the plans and work of standing and special committees, prepare, and submit plans to the membership for approval, and, in general, conduct the business and activities of the PTO.

Section 3.03. Meetings

The Executive Board shall meet as needed and once during the summer to prepare for the first General Meeting and to conduct the affairs of the organization. The Executive Board shall meet in June for the summer PTO Budget Meeting.

Section 3.04. Quorum

A quorum of the Executive Board, in order to conduct business, shall consist of at least three (3) officers in attendance.

Section 3.05. Action Without a Meeting

Any action required or permitted to be taken at a meeting of the Executive Board or of any committee may be taken without a meeting if all members of the Executive Board or committee consent in writing to taking the action without a meeting and to approving the specific action. Such consents shall have the same force and effect as a unanimous vote of the Executive Board or of the committee.

Section 3.06. Participation in Meeting by Virtual Meeting

Members of the Executive Board may participate in a meeting using a virtual platform or similar electronic communications, so long as members participating in such meeting can hear and understand each other.

Section 3.07. Reimbursement

The Officers of the Executive Board shall serve without compensation with the exception that expenses incurred in the furtherance of the PTO’s business are allowed to be reimbursed with documentation in accordance with the PTO’s financial policies.

Section 3.08. Best Interest

The Officers of the Executive Board shall act in the best interest of the PTO and Mills River Elementary students.

Section 3.09. Removal from Office

An Officer of the Executive Board can be removed from office, at any regular or special meetings of the membership by a super majority vote of the members present (2/3), provided that at least fifteen (15) days’ notice of the proposed removal has been made to the membership, or alternatively the membership waives the required notice.

Article IV — Officers and Elections

Section 4.01. Officers

The Officers of the Executive Board of this Organization shall include one President, one Vice President, one Secretary and two Treasurers.

Section 4.02. Qualifications

An Officer must have a child currently enrolled in Mills River Elementary School or be a current member of Mills River Staff.

Section 4.03. Election Committee and Nominations

A. The Election Committee shall consist of three (3) or more members of the PTO. This committee shall begin seeking nominees in March of the year in which the candidates will be elected and develop a slate of candidates. The candidates shall be announced to the membership as soon as possible. Only those who have consented to serve shall be eligible for nomination by the committee.

B. The Election Committee shall choose a spokesperson that will report to the President and Principal of Mills River Elementary School.

C. The Election Committee duties include identifying candidates through self-nomination and anonymous written nominations, providing a written list of candidates to the Executive Board, notifying membership of the upcoming election, and counting ballots cast for each candidate.

D. An election ballot will be developed to include nominations for each board position. Nominees will be notified and may decline his/her nomination and will be removed from the ballot.

E. PTO members will be notified in writing of the election at least seven days prior to the vote.

Section 4.04. Election

A. Executive Officers shall be elected at the April PTO General Meeting of the PTO by the members present.

B. A nomination during the meeting may be made from the floor and added to the ballot.

C. Voting shall be done by a secret ballot.

D. The person receiving the majority of the votes for each position will become the next officer.

E. In the case of a tie, the Executive Board will cast the deciding vote.

F. Officers shall assume their official duties on the last day of the current school year following their election or during the last scheduled PTO Meeting of the year, whichever the Executive Board elects.

Section 4.05. Term

Executive Officers shall serve a one-year term and can be reelected. An Executive Officer’s service dates correspond directly with the school year. A term is defined as one school year, with newly elected Officers assuming their official duties on the last day of the school year following their election or during the last scheduled PTO Meeting of the year, whichever the Executive Board elects. No Officer shall hold more than one Executive Officer position at a time. No Executive Board member may serve for more than three (3) consecutive terms in the same position. In the event the PTO fails to fill an Executive Board position at the April PTO meeting, the incumbent of the expiring third or subsequent term may be voted into the same office for a subsequent term in office for an additional school year.

Section 4.06. Teacher Liaison

In addition to the Executive Officers, there will be one position that is non-voting. The Mills River Elementary School Principal will appoint this position. The Teacher Liaison will be an employee of the school.

Section 4.07 Vacancies

If a vacancy arises among the officers, the Executive Board may vote to appoint a replacement to serve until the next election. If a vacancy occurs in the office of the President, the Vice-President will fill the position for the unexpired term with the approval of the School Principal.

Article V — Duties of Executive Officers

Section 5.01. Meetings

A. Executive Board Officers will attend the Mills River PTO Executive Board Meetings and the Mills River PTO General Meetings.

B. A budget shall be established at the summer PTO Budget Meeting and put forward during the first PTO General Meeting of the academic year. A vote shall be taken at that first regular PTO General Meeting of the year as to either accept or amend the Executive Board’s proposed budget.

Section 5.02. President

The President shall be the principal executive officer of the PTO and, subject to the control of the Executive Board, shall in general supervise and control all activities of the organization. The President shall be a member of the Executive Board and, when present, shall preside at all meetings of the Executive Board and all General Membership meetings. The President is a voting member of the Executive Board but shall vote only in the case of a tie in a vote of the General Membership.

The President shall:

• Be a member of all committees of the organization.
• Cooperate with the Principal to maintain a supportive relationship between the school, staff, and the PTO.
• Serve as a member of the School Improvement Team (SIT), attend all regularly scheduled SIT meetings as established by the Principal, and report SIT business to PTO.
• Provides a summary year-end-report of the year in office at the end of each school year.

Section 5.03. Vice-President

The Vice-President shall be an officer of the Executive Board and, in the absence, resignation, or inability of the President, shall perform the duties of the President. The Vice-President shall perform such other duties as are assigned by the President or the Executive Board.

Section 5.04. Secretary

The Secretary shall be an officer of the Executive Board. In the case of the Secretary’s absence from any meeting, a PTO Member will be appointed to take the minutes.

The Secretary shall:

• Keep attendance records and record, in a permanent form, all business transacted at the proceedings of the Membership and the Executive Board.
• Submit a draft copy of the minutes for final approval to all Executive Officers for approval within two weeks of the prior meeting. Disseminate minutes from the proceeding PTO meeting, at or prior to the next regularly scheduled PTO meeting.
• Create an Agenda for each PTO General Meeting.
• Notify PTO Members of special meetings called by the Executive Board five (5) days prior to such meetings. The Secretary will disseminate the minutes to the PTO Membership.
• Keep a record of Executive Committee decisions made outside of Executive Board and PTO General Meetings.
• Maintain a copy of the PTO Bylaws and current Membership.
• Make the Bylaws available to any Member or School Staff up request. Provide a copy of the PTO Bylaws to each newly elected Executive Board member prior to their first meeting in office.
• Perform such other duties as are assigned by the President or the Executive Board.

Section 5.05. Treasurer 1

Treasurer 1 shall be an officer of the Executive Board. Treasurers are the authorized custodians to have oversight of all funds of the PTO in accordance with the PTO’s financial policies. Treasurer 1 will organize, document, and record all financial activities. The Treasurer will be diligent and conscientious in ensuring all funds are received and spent in accordance with the PTO’s purpose, bylaws and budget. The financial records belong to the PTO and must be available to the other Officers and Members upon request. Treasurer 1 shall perform such other duties as are assigned by the President or the Executive Board.

Treasurer 1 shall:

• Give a financial report of the collections and expenditures and call attention to any unusual items at each PTO General Meeting and Executive Board meetings.
• Provide a written Year-to-Date and annual financial statement at each PTO General Meeting and prepare a final report at the close of the year in accordance with the PTO’s financial policies. The report and the accounts may be examined annually by the Mills River Elementary School accounting staff and/or the Henderson County School Board.
• Maintain an accurate account of all receipts, disbursements, and other pertinent financial information as it pertains to events and purchases sponsored by the PTO.

Section 5.06. Treasurer 2

Treasurer 2 shall be an officer of the Executive Board. Treasurers are the authorized custodians to have oversight of all funds of the PTO in accordance with the PTO’s financial policies. Treasurer 2 shall perform such other duties as are assigned by the President or the Executive Board.

Treasurer 2 shall:

• Receipt all checks submitted to Mills River Elementary School PTO.
• Count and receipt all cash submitted to Mills River Elementary School PTO.

Section 5.07. Teacher Liaison

The Teacher Liaison is not an officer of the Executive Board but acts as an advisor and serves as a liaison between Mills River Elementary School staff and the Mills River Elementary School PTO.

The Teacher Liaison shall:

• Attend or send a representative to all PTO General Membership meetings.
• Help maintain open lines of communication between parents and teachers.
• Help coordinate PTO sponsored activities in the classroom.
• Report on current teacher activities within Mills River Elementary School.
• Report to teachers on PTO activities.

Article VI — Committee Development and Responsibilities

Section 6.01. Committee Establishment

The Executive Board may establish standing or ad-hoc committees as deemed necessary for the effective operation of the PTO. The purpose, composition, and responsibilities of each committee shall be clearly defined within a separate resolution adopted by the Executive Board.

Section 6.02. Committee Composition

A. Standing Committees: Standing committees shall be established for a defined period, typically one year, and shall be reconstituted annually. The number of members for each standing committee shall be determined based on the specific needs of the project.

B. Ad-Hoc Committees: Ad-hoc committees shall be established for a specific task or project and shall be disbanded upon completion of that task or project. The size of an ad-hoc committee shall be determined based on the specific needs of the project.

Section 6.03. Committee Responsibilities

Each committee shall be assigned a specific area of responsibility aligned with the overall goals of the PTO.

The duties and authorities of each committee may include, but are not limited to:

• Researching and proposing initiatives
• Planning and executing events
• Fundraising and budget management
• Reviewing and recommending purchases
• Maintaining communication with specific stakeholders (e.g., school administration, parents)
• Reporting findings and recommendations to the PTO

Section 6.04. Committee Chairs and Procedures

The Executive Board shall appoint a Chair for each committee. The Chair will be responsible for leading committee meetings, ensuring adherence to established procedures, and submitting timely reports to the PTO. Each committee may establish its own operating procedures, which shall not conflict with these bylaws. These procedures may address meeting frequency, quorum requirements, and voting procedures.

Section 6.05. Committee Membership

Committee membership shall be open to all PTO members. The Executive Board may establish specific qualifications or experience requirements for certain committees. Committee members are expected to attend meetings regularly and contribute actively to the committee’s work.

Section 6.06. Review and Revision

The Executive Board shall periodically review the effectiveness of all committees and may revise the committee structure or responsibilities as needed to best serve the interests of the PTO.

Article VII — Finances

Section 7.01. Policies

A. The PTO shall be non-commercial, non-sectarian, non-partisan and non-political, and will not endorse a commercial enterprise or candidate.

B. In the event of the dissolution of the PTO, due to the school closing or grade reorganizing, the net monetary assets of the PTO will be distributed to the Mills River Elementary School Principal for general school use, in accordance with Section 1.05 above.

C. PTO funds can be expended on items, programs or events that directly benefit Mills River Elementary students, including, but not limited to, technology and supplies, computer resources, professional development, outdoor playground and trail, field day, 5th grade party, school store, fundraiser expenses, staff appreciation, communications, Leader in Me Program, Bike Program, and similar expenditures voted on by the Executive Board or members. PTO funds shall not be used for any items, programs or events that do not directly benefit Mills River Elementary School students.

D. Special monetary requests for non-budgeted items over $50.00 must be submitted to the Executive Board for discussion and approval.

Section 7.02. Purchase Request Committee

A Purchase Request Committee shall be established annually by the Executive Board. The Committee shall be comprised of at least one (1) Executive Board Treasurer and no fewer than four (4) other Members of the PTO. The Executive Board shall be responsible for approving committee members and designating a Chair.

This Committee shall:

• Coordinate the process for submitting purchase requests by school personnel.
• Review and approve all purchase requests submitted by school personnel up to a maximum of $999.99. Any purchase request exceeding $1,000.00 shall be forwarded to the Executive Board for a vote.
• Maintain a record of all purchase requests reviewed and acted upon.

Section 7.03. Cash Handling and Disbursement

A. Authorized Personnel: All cash and checks received on behalf of the PTO shall only be handled and counted by the following authorized personnel:

1. Treasurer 1
2. Treasurer 2

B. Additional Authorized Personnel: The Executive Board may, by a majority vote, annually approve additional individuals to handle and count cash and checks as deemed necessary for the effective operation of the PTO.

Section 7.04. Loans

No loans shall be made by the PTO to its officers, members or any other entity.

Section 7.05. Contracts

Officers of the Executive Board, Committee Chairs and members shall not enter into a contract on behalf of the PTO without prior approval of the Executive Board.

Section 7.06. Expenses and Reimbursements

A. Reimbursements for all expenses will be made only after receipts for expenditures have been documented on the Purchase Request Reimbursement form and/or Expense forms and signed by the President, Treasurer 1 and Principal of Mills River Elementary School. These forms should be submitted to a Treasurer within 30 days of purchase or within 30 days of the close of an event. Requests made without paper receipts will not be processed for reimbursements. All transactions will go through the Mills River School bookkeeper before being paid.

B. A cash advance to cover expenses prior to a purchase must be documented in detail on the Check Request form at least five (5) days in advance. All unused monies and receipts must be returned to a Treasurer immediately following the purchase

Section 7.07. Banking

Treasurer 2 shall ensure that all funds of the PTO are timely deposited to the credit of the organization to the school bookkeeper. All deposits and disbursements shall be documented by a receipt, an invoice, or other written documentation. Sequentially numbered receipts shall be provided, with a copy kept, whenever cash is turned over or collected. All deposits and/or disbursements shall be made as soon as practicable upon receipt of the funds, normally daily, immediately after received and counted.

Section 7.08. Financial Controls

The organization shall adopt appropriate financial controls to ensure the integrity of its funds. Specifically, without limitation, the organization shall maintain separation of financial controls so that, minimally:

• All expenses must be approved by the membership by way of approval of an annual budget, or amendments thereto, or be approved by separate resolution of the Executive Board.
• Treasurer 1 shall review and reconcile the Account History Reports provided by the data manager monthly.
• A committee of at least two (2) Members without purchase request approval authority shall annually audit all PTO finances. One member shall not be a member of the Executive Board. The President shall appoint these two (2) Members to audit PTO finances in April each year and report to the members in May of each year at the final regularly scheduled meeting of the school year.

Section 7.09. Financial Report

The Treasurer 1 shall present a financial report at each membership meeting of the organization and prepare a final report at the close of the year in accordance with the organization’s financial policies. The report and the accounts may be examined annually by the Mills River Elementary School accounting staff and/or the Henderson County School Board.

Section 7.10. Fiscal Year

The fiscal year of the organization shall be from July 1 to June 30 in accordance with the State of North Carolina and Henderson County laws and policy.

Section 7.11. Carry Over

The PTO shall have the ability to carry over funds from fiscal year to the following fiscal year as recommended by the Executive Board and for the benefit of Mills River Elementary School.

Section 7.12. Financial Record Retention

All records of the organization shall be maintained and destroyed in accordance with law and standard record retention guidelines.

Article VIII — Communications

Section 8.01. Purpose

The purpose of these communications guidelines is to ensure effective, consistent, and timely communication between the PTO Executive Board, its members, school administration and the wider community. The PTO shall strive to utilize a variety of communication methods to reach all members, recognizing the diverse needs and preferences of the school community.

Section 8.02. Authorized Spokespersons

• The President shall be the primary spokesperson for the PTO.
• The President and/or Executive Board may designate committee chairs or other members to serve as spokespersons for specific matters, ensuring that all communications are consistent with the policies and positions of the PTO.
• To ensure consistent messaging, all external communications from the PTO are subject to approval by the President or the responsible Committee Chair(s).

Section 8.03. Communication Channels

The PTO shall utilize a variety of communication channels to reach its members and the wider community, which include, but are not limited to:

• Website: A dedicated PTO website.
• Email: Regular email updates to members, including newsletters, announcements, and meeting reminders.
• Social Media: Official PTO social media accounts (e.g., Facebook and Instagram) for announcements, event promotion, and community engagement.
• School Communication Channels: Use existing school communication channels such as:
  • School newsletters
  • Flyers sent home with students
  • School website/announcements
• Meetings: General membership meetings, Executive Board meetings, and committee meetings.
• Telephone: Phone calls for urgent or specific communications.
• Written Correspondence: Formal letters or notices, as needed.
• Text Messages: (If appropriate and with member consent) for reminders or updates.

Section 8.04. Email Communication

The PTO will maintain an email list of members for official PTO communications.

• Annually, members will be given the option to subscribe to the email list, in accordance with county and school policies.
• All PTO email communication must go through the PTO email address, millsriverschoolpto@gmail.com.
• PTO members should not use personal email to conduct official PTO business or represent the PTO without authorization.

Section 8.05. Content Guidelines

• All communications shall be professional, respectful, and factual.
• Communications shall align with purposes and policies of the PTO, as outlined in these bylaws.
• The PTO shall strive to provide accurate and timely information regarding PTO activities, events, and initiatives.
• The PTO website and social media accounts will be regularly monitored and updated frequently.
• Personal information of members, students, or staff shall be handled with strict confidentiality and in accordance with applicable privacy laws.

Section 8.06. Social Media Guidelines

The PTO recognizes the value of social media platforms in facilitating communication, fostering community, and promoting PTO events and initiatives. These guidelines aim to ensure responsible and ethical use of social media by PTO members representing the organization.

1. Authorized Platforms and Representatives
   • The PTO will maintain official social media accounts on platforms approved by the Executive Board (e.g., Facebook and Instagram).
   • Designated PTO officers or volunteers, as appointed and approved by the Executive Board, will be authorized to manage and post on official PTO social media accounts.
   • These designated representatives will adhere to these guidelines and act in accordance with the PTO’s mission and values.
2. Content Guidelines
   • All content posted on official PTO social media accounts must be accurate, respectful, and relevant to the PTO’s mission and activities.
   • Posts should promote school events, PTO initiatives, volunteer opportunities, and positive school news.
   • Content should avoid personal attacks, defamatory statements, or confidential information about students, staff, or families.
   • Posts should comply with applicable laws, including copyright and privacy regulations.
   • Commercial advertising or endorsements are prohibited unless explicitly approved by the Executive Board and in accordance with PTO policies.
   • Posts should reflect positively on the school and the PTO, promoting a welcoming and inclusive environment.
   • When sharing content from external sources, ensure the information is from credible and reliable sources.
3. Moderation and Response
   • Designated representatives will monitor social media accounts regularly and address comments or inquiries promptly and professionally.
   • Inappropriate or offensive comments will be removed or hidden, and the user may be blocked from the account.
   • Sensitive or controversial topics should be addressed offline, and users should be directed to contact the appropriate PTO officer or school administrator.
   • Any complaints or concerns regarding social media content should be reported to the PTO President and/or Executive Board.
4. Personal Social Media Use
   • When identifying oneself as a PTO member on personal social media, members should clarify their views are personal and do not necessarily represent the PTO’s official stance.
   • PTO members will refrain from posting private information about students or school staff on personal social media.
   • PTO members should not use personal social media to conduct official PTO business or represent the PTO without authorization.
5. Training and Education
   • The PTO will provide training and resources to designated representatives on social media best practices and these guidelines, if needed.
   • The PTO will periodically review and update these guidelines to reflect changes in social media trends and best practices.
6. Enforcement
   • Violations of these guidelines may result in removal of posting privileges, as determined by the Executive Board.
   • The Executive Board will have the authority to interpret and enforce these guidelines.

Note: These guidelines are intended to supplement, not replace, existing school policies and/or applicable laws.

Section 8.07. Language Accessibility

The PTO shall make efforts to ensure that communications are accessible to all members, including those without English proficiency. This may include providing translations of key documents or using multilingual communication methods.

Section 8.08. Photography and Media Releases

The PTO will ensure that any photograph or video of a student(s) used in a publication or communication channel is done so in accordance with the media release permissions obtained by the school.

Section 8.09. Website Management

The PTO shall designate a member to be responsible for maintaining the PTO website, ensuring that information is current, accurate, and accessible. The website shall be reviewed regularly for accuracy and updated as needed.

Article VIIII — Conflicts of Interest

Section 9.01. Existence of Conflict, Disclosure

Officers and Members of PTO should refrain from any actions or activities that impair, or appear to impair, their objectivity in the performance of their duties on behalf of the PTO. A conflict of interest may exist when the direct, personal, financial, or other interest(s) of any Officer or Member competes or appears to compete with the interests of the organization. If any such conflict of interest arises, the interested person shall call it to the attention of the Executive Board for resolution. If the conflict relates to a matter requiring board action, such person shall not vote on the matter. When there is a doubt as to whether any conflict of interest exists, the matter shall be resolved by a vote of the Executive Board, excluding the person who is the subject of the possible conflict.

Section 9.02. Nonparticipation in Vote

The person having a conflict shall not participate in the final deliberation or decision regarding the matter under consideration and shall retire from the room in which the Executive Board is meeting. However, the person may be permitted to provide the Executive Board with all relevant information.

Section 9.03. Minutes of Meeting

The minutes of the meeting of the Executive Board shall reflect that the conflict was disclosed, and the interested person was not present during the final discussion or vote and did not vote on the matter.

Section 9.04. Annual Review

A copy of this conflict-of-interest disclosure shall be furnished to each Officer and Member who is presently serving the PTO, or who hereafter becomes associated with the PTO. This policy shall be reviewed annually for information and guidance of Officers and Members, and new Officers and Members shall be advised of the policy upon undertaking the duties of their offices.

Article X — Indemnification

Every Officer and Member of the PTO may be indemnified, if approved by a majority of Board Members and with approval by the school administration, by the PTO against all loss, cost, expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such Officers or Member in connection with any threatened, pending, or completed action, suit or proceeding to which the Office or Member may be made a party or may become involved by reason of the Officer or Member being or having been an Officer or Member of the PTO. Any action or settlement of said action may be considered for indemnification under this section unless the action, suit or proceeding arose out of the Officer or Member’s action or omission of the Officer or Member’s negligence, gross negligence, misconduct, acts or omissions with fraudulent or criminal intent, or breach of fiduciary duty in the performance of the Officer or Member’s duties. Provided, however, that in the event of a settlement or resolution of the action the indemnification herein shall apply only when the Executive Board approves such settlement or resolution and reimbursement as being in the best interest of the PTO. The foregoing indemnification of Officers and Members shall be in addition to and not exclusive of all other rights which such Officer or Member is entitled. The foregoing indemnification of Officers and Members shall not apply to the extent insurance for any Officer or Member’s actions, or conduct is covered by any type of insurance, whether held personally, held jointly with or without this organization or another individual. No Officer or Member shall be indemnified if the Officer or Member is determined by the Executive Board to have been derelict in the performance of their position’s duties under these bylaws with respect to the claim for which indemnification is being sought. Such determination shall be made by a majority of the Board members who are not parties to any claim or legal action, even if those voting are less than a quorum.

Article XI — Amendments

These Bylaws may be amended at any regular or special meetings of the membership by a super majority (2/3) vote of the members present. At least thirty (30) days’ notice of intention to present proposed amendments must be given to the membership prior to presenting proposed amendments at a General Meeting. Only after presentation of a proposed amendment at a General Meeting and the initial 30 days’ notice, may the membership vote on a proposed amendment at a subsequent regular or special meeting, which follows the notice requirements of Sections 2.05 and 5.01. If fewer than five (5) members are present at the meeting to vote on a proposed amendment, no action can be taken. Instead, voting on a proposed amendment shall be tabled until the next General Meeting. Amendments are effective immediately upon affirmative vote unless otherwise specified. Notice of either of these required meetings may be waived in special circumstances such as an emergency situation, legal compliance or by unanimous consent of the membership, as determined unanimously by the Board, School Principal and Teacher Liaison.

Article XII — Adoption

These by-laws shall be effective upon approval by the Mills River Elementary School Principal and two-thirds vote of the PTO members present at a PTO General Membership meeting.

Approved and adopted on April 16, 2026.Approved and adopted on April 16, twenty twenty-six.

The signed copy of record carries the handwritten signatures of the Mills River Elementary Principal and the PTO President, the name of the Recording Secretary, the adoption date of 4/16/2026, and the signatures of the members in attendance at that General Meeting. Those signatures are not reproduced here; they appear in the signed copy (PDF).