Section 1: Name, Purposes, Location, Corporate Seal and Fiscal Year
1.1 Name and purposes
The name of the corporation shall be Alcott School Parent Teacher Group, Inc., and its purposes shall be as stated in the Articles of Organization.
The principal office of the corporation shall be located in the Alcott School, 93 Laurel Street, in Concord, Middlesex County, Massachusetts. The directors may change the location of the principal office within the Town of Concord effective upon filing a certificate with the Secretary of the Commonwealth.
1.3 Corporate Seal
The directors may adopt and alter the seal of the corporation.
1.4 Fiscal year. The fiscal year of the corporation shall, unless otherwise decided by the directors, end on June 30th of each calendar year.
Section 2: Members
2.1 Number, Election and Qualification
The membership of the corporation shall consist of the parents or legal guardians of any child attending the Alcott School, administrators of the Alcott School, and faculty and staff members of the Alcott School.
No dues shall be required for membership but an annual donation, in an amount to be determined by the board of directors, shall be solicited from the parents or guardians of any student enrolled at the Alcott School. No administrator, faculty member or staff member of the Alcott School shall be solicited to pay any such donation.
2.3 Tenure; Removal
Each member shall continue to be a member of the corporation as long as he or she meets the criteria of Section 2.
2.4 Powers and Rights
In addition to the right to elect directors as provided in Section 4.3, and such other powers as are vested in them by law, the articles of organization of these by-laws, the members shall have such other powers and rights as the directors may designate. 2
Section 3: Meetings of the Members
3.1 Special Meetings
Special meetings of the membership may be called by the president, vice president, treasurer, and secretary or by any director. Any five members of the corporation who are not directors or officers may, at any time, also call for a special meeting upon written application to the president or any other director.
3.2 General membership meetings
The board of directors may hold optional monthly meetings open to all members of the corporation in order to report or discuss business of the corporation.
All meetings of the members shall be called by giving at least seven days notice to each member stating the place, day and hour for the meeting and the purpose thereof. Notices shall be published on the website at www.alcottptg.org.
Five percent of the overall membership of the corporation shall constitute a quorum, but a smaller number may adjourn from time to time without further notice until a quorum is present.
At all meetings of the members every member shall be entitled to one vote. When a quorum is present at any meeting, the vote of a majority of the members in attendance shall, except where a larger vote may be required by law, the articles of organization or these by-laws, decide any question brought before the meeting.
3.6 Action by consent
Any action required or permitted to be taken at any meeting of the members may be taken without a meeting if all the members consent to the action in writing and the written consents are filed with the records of the meetings of the members. Such consents shall be treated for all purposes as a vote at a meeting.
Section 4: Officers and Directors
The corporation shall have a board consisting of directors who shall have the powers and duties of a board of directors under Massachusetts law. The officers of the corporation shall be the co-presidents, one or more vice presidents, a treasurer, a secretary and such other officers as the members shall elect. The board of directors may designate persons or groups of persons as sponsors, benefactors, contributors, advisors or friends of the corporation or such other title as they deem appropriate.
Any officer must be a member and a director of the corporation. The secretary shall be a resident of Massachusetts unless a resident agent shall have been appointed pursuant to Massachusetts law.
The initial directors shall be those persons named as directors in the articles of organization. Thereafter, the new slate of directors shall be presented at the last general meeting . The members may, by vote of a majority of the membership, elect from time to time additional directors of the corporation. Excerpt as hereinafter provided, the directors shall hold office until the next annual meeting of the members and until their respective successors are elected and qualified.
The initial officers shall be those persons named as officers in the articles of organization. The members shall elect the co-presidents, vice presidents, treasurer and secretary, who shall hold office until the date fixed by these bylaws for the next annual meeting of the directors or such other time that may be specified for a particular office elsewhere under these bylaws. The directors also may at any time elect such other officers, as they shall determine. Officers may be removed from their respective offices with or without cause by a vote of a majority of the directors then in office. Except for the co-president, officers shall begin their terms on July 1st following the spring meeting at which they are elected. The co-president shall become President on May 1st of year following election and the term of office of the preceding President shall end on such date.
4.5 Sponsors, Benefactors, Contributors, Advisors, Friends of the Corporation
Persons or groups of persons designated by the board as sponsors, benefactors, contributors, advisors or friends of the corporation or such other title as the board deems appropriate shall, except as the no right to notice of or to vote at any meeting, shall not be considered for purposes of establishing a quorum and shall have no other rights or responsibilities.
Any director or officer may resign at any time by giving his or her resignation in writing to the co-presidents, treasures, secretary or any other officer or director of the corporation.
4.7 Removal of Directors
Directors may be removed from office at any time with or without cause by a majority vote of the directors then in office or by a majority vote of the members.
4.8 No Right to Compensation
No officer or director of the corporation shall have the right to compensation in their capacity as such.
Section 5: Powers and Duties of Directors and Officers
The president shall be the chief execute officer of the corporation and, subject to the control of the directors, shall have general charge and supervision of the affairs of the corporation. The president shall preside at all meetings of the members and meetings of the board of directors. In the absence of the president or in the event of inability of the president to act, the president-elect shall all the powers of the president. The president shall appoint and shall be an ex-officio member of all standing and special committees.
The co-president shall have such duties as the president shall direct and shall observe the President in preparation for assuming that office. The president and co-president shall establish goals for the school year and oversee all work undertaken on behalf of or by the corporation in furtherance of its mission.
5.3 Vice President
The vice president shall act as liaison between the Alcott School faculty and the parent-members of the corporation, shall assist the president in addressing the needs of the Alcott School community, shall provide overnight of the communication functions of the corporation, and shall have such other duties and powers as the directors shall determine. Whenever possible, one vice president shall be a member of the Alcott school faculty.
The treasurer shall be the chief financial officer of the corporation and shall be in charge of its funds and the disbursements thereof, subject to the approval of the president. The treasurer shall be responsible for all accounts payable and receivable, and shall prepare and distribute a monthly reconciliation of the budget for each meeting of the board of directors. The treasurer shall also assume responsibility of record keeping associated with donations made to the corporation. The treasurer shall be responsible for preparation of the annual budget that shall be presented to the membership for its approval.
The secretary shall record and publish the minutes of all meetings of the corporation and board of directors. The minutes shall be published in the Alcott Owl at www.alcottptg.org. The secretary shall maintain all other records of the organization, including but not limited to budgets, committee reports, newsletters and correspondence.
Section 6: Meetings of the Board of Directors
Meetings of the board of directors shall be held at such place within Massachusetts as may be named in the notice of such meeting.
Regular meetings of the Board of Directors shall be held monthly during the academic year September through June.
6.3 Special Meetings
Special meetings of the board of directors may be called by the president or any other officer or director at other times throughout the year. 6.4 Notice. No notice need to be given for regular meetings. Forty-eight hours notice by mail, telephone or email shall be given for a special meeting unless shorter notice is adequate under the circumstances.
A majority of the directors then in office shall constitute a quorum, but a smaller number may adjourn finally or from time to time without further notice until a quorum is present. If a quorum is present, a majority of the directors present may take any action on behalf of the board except to the extent that a larger number is required by law, the articles of organization or these bylaws.
6.6 Action by Consent; Telephone Conference
Meetings Any action required or permitted to be taken at any meeting of the directors may be taken without a meeting if all the directors consent to the action in writing and the written consents are filed with the records of the meetings of the director. Such consents shall be treated for all purposes as a vote at a meeting. Members of the board of directors of the corporation or any committee designated thereby may participate in a meeting of such board or committee designated thereby may participate in a meeting of such board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.
6.7 Vote of Interested Directors
A director who is a member, stockholder, trustee, director, officer or employee of any firm, corporation or association with which the corporation contemplates contracting or transacting business shall disclose his or her relationship or interest to the other directors acting upon or in reference to such contract or transaction. No director so interested shall vote on such contract or transaction, but he or she may be counted for purpose of determining a quorum. The affirmative vote of a majority of the disinterested director shall be required before the corporation may enter into such contract or transaction. In case the corporation enters into a contract or transacts business with any firm, corporation or association of which one or more of its directors is a member, stockholder, trustee, director, officer, or employee, such contract or transaction shall not be invalidated or in any way affected by the fact that such director or directors have or may have interests, therein that are or 6 might be adverse to the interests of the corporation. No director or directors have disclosed such adverse interest shall be liable to the corporation or to any creditor of the corporation or any other person for any loss incurred by it under or by reason of any such contract or transaction, nor shall any such director or directors be accountable for any gains or profits to be realized thereon.
Section 7: Committees of the Corporation
The Members and Board shall determine the slate to be put forward each year.
Committee chairpersons shall serve for a period of one year beginning on July 1 of the year in which they are elected.
7.3 Transition from year to year
At the end of their term, each committee chair shall prepare a report for or meet with her or his successor in an effort to assure continuity of leadership for committees of the corporation.
Section 8: Personal Liability
The members, director and officers of the corporation shall not be personally liable for any debt, liability or obligation of the corporation. All persons, corporations or other entities to the funds and property of the corporation for the payment of any such contract or claim or for the payment of any debt, damages, judgment or decrease, or any of the money that may otherwise become due or payable from the corporation. Section 9. AMENDMENT These bylaws may be altered, amended or repealed, in whole or in part, by the affirmative vote of two-thirds of the members present and voting at any meeting, the notice of which contains a statement of the proposed alteration or amendment. Notice of the proposed alteration, amendment or repeal of a bylaw must be published at least tow weeks in advance of the meeting at which a vote thereon will be held, and publication must be in either the Alcott Owl or on the Alcott School website.