BY-LAWS

BEAVERTON ACADEMY OF SCIENCE AND ENGINEERING PTO

MISSION:

Prepare a diverse community of students to thrive, lead and contribute to a better world through challenging, innovative and collaborative learning experiences.

ARTICLE 1. GENERAL PURPOSES

The general purposes of the BEAVERTON ACADEMY OF SCIENCE AND ENGINEERING PTO, a tax exempt 501 (c) (3) charitable organization, hereinafter referred to as PTO, shall be:

● Fostering community participation in Beaverton Academy of Science and Engineering (BASE) activities

● Facilitating support for student and staff wellbeing

● Enhancing community connections through special events

● Providing internal fundraising opportunities for BASE Group/Activities

…in each case to the extent permitted by the PTO Articles of Incorporation.

ARTICLE 2. POLICIES

Section 2.1.

The programs of PTO shall be educational, fundraising or social, and shall be developed through conferences/meetings, committees and/or projects.

Section 2.2.

The PTO shall be noncommercial, nonsectarian and nonpartisan. The name of PTO and the names of its officers in their official capacities shall not be used in any connection with a commercial concern or with any partisan interest or for any other purpose other than the regular work of the organization.


Section 2.3.

The PTO may not seek to direct the administrative activities of BASE or to control its policies.

Section 2.4.

PTO may cooperate with other agencies and organizations active in child welfare provided they make no commitments that bind PTO beyond the current year.

Section 2.5.

No part of the activities of PTO will include electioneering in connection with ballot measures and under no circumstances shall PTO engage in political activity either for or against any candidate for public office.

Section 2.6.

PTO will adhere to and follow all rules and regulations placed upon it by the Beaverton School District and the State of Oregon.

ARTICLE 3. MEMBERSHIP

Section 3.1.

Membership of PTO shall be open to parents, guardians, teachers, and staff of BASE and persons interested in the objectives of the organization.

Section 3.2.

All members shall be voting members and agree to uphold the By-Laws and policies of the PTO.

ARTICLE 4. OFFICERS

Section 4.1.

Composition. The officers of PTO shall be the President, Vice President, Secretary, Co-Treasurers and Volunteer Coordinator. The membership may also elect such other officers and assistant officers and agents as it may deem necessary to perform such duties as the membership may prescribe.

Section 4.2.

Elections. The officers shall be elected by a majority vote of the membership present at the meeting of the election. The election of officers will generally occur at the regular meeting of PTO in May of each year. Officers are elected for a two year term and may be elected for additional terms by the membership. Such an election will occur by secret written ballot unless.


Section 4.3.

Duties. Officers shall assume their official duties on July 1 or when elected if membership deems it necessary to elect officers outside normal voting periods; and serve a term ending the following June 30. Between the final membership meeting in May, where officers are elected, and the start of the new fiscal and administrative year on July 1, the outgoing board member(s) will work with their respective successor(s) to transition them into their new roles. Duties of officers are inclusive of but not limited to the descriptions that follow.

The President shall:

● Be principal executive officer of PTO and shall, in general, supervise and control its business and affairs;

● Prepare, distribute the agenda for, and preside at all meetings of the organization and the Executive Committee;

● Be a member ex-officio of all committees (except Auditing) and when needed to break a tie;

● Convene monthly Executive committee meetings during the school year and/or when necessary;

● Review all requests for PTO funding before submission to the Executive committee for its review and recommendation to PTO general membership meeting;

● Review and initial bank statements each month;

● Perform other duties as assigned by the Executive Committee.

The Vice President shall:

● Assist the President and perform the duties of the President in his or her absence, or in the event of the President’s refusal or inability to act;

● Supervise and coordinate all activities of Standing Committees and ad hoc committees;

● Manage the communications plan and calendar for PTO, including issuing (at a minimum) monthly email and social media notices to general membership, updating PTO website, and all other messaging related to PTO business;

● Maintain a list of BASE teams and clubs and their representatives;

● Perform other duties as assigned by the President or the Executive Committee.

The Secretary shall:

● Keep the minutes and records of all the meetings of PTO and other official business of the PTO, including a list of members in attendance;

● Have on hand, for reference at each meeting, a copy of the By-Laws, Articles of Incorporation, Robert's Rules of Order, the agenda prepared for such meeting, the minutes of the previous meetings, and a list of all committee chairs;

● Keep the minutes for a minimum of 5 years and ensure they are published on the PTO website, where they shall be open to examination by the membership;

● Perform other duties as assigned by the President or the Executive Committee.

The Volunteer Coordinator shall:

● Oversee all aspects of Volunteer Coordination and Relations, including presiding over meetings and managing overall process of recruiting and assigning volunteers to assist with various events and opportunities within BASE and with the PTO;

● Represent (or appoint a representative) to represent PTO at Community Partnership meetings and events in order to coordinate cooperative programs involving BASE volunteers;

● Communicate BASE volunteer needs to the PTO volunteer community and coordinate with the administration of BASE to stay apprised of volunteer needs;

● Coordinate with Committee Chairs to understand and communicate volunteer needs.

● Perform other duties as assigned by the President of the Executive Committee.

The Co-Treasurers shall:

● Consist of two, non-related persons, not residing at the same address;

● Receive all monies of the PTO;

● Keep an accurate record of all disbursement requests, receipts and expenditures;

● Pay out funds in accordance with the approved budget as authorized by the Executive Committee, with the provision that all checks must be authorized by another member of the Executive Committee in the event there is not a co-treasurer;

● Present a financial statement at Executive Committee and membership meetings during the school year;

● Compile and submit an annual fiscal report to the State of Oregon, per Dept. of Justice and/or IRS guidelines, working with an independent accountant hired by the PTO;

● Ensure that all organization funds are maintained in a bank or savings and loan association insured deposit account as directed by the Executive Committee;

● Draft a budget for the following fiscal year, to be discussed and edited by a budget committee (appointed by the Executive Committee). Reflecting committee decisions, create a final budget to be available to members at least seven (7) days prior to the May PTO meeting and voted on for approval at the June meeting. Budget should include a carryover amount of $3,000 for minimum operating funds to start the following year. Budget may also include carryovers for equipment and long term projects, if voted upon by the current year’s membership.

● Maintain financial records dating back a minimum of seven (7) years and they shall be open to examination by the members at all reasonable times;

● Relinquish the books to the new Co-Treasurer after an audit is made as explained under the Audit Committee Section; and

● Perform other duties as assigned by the President or the Executive Committee.

These duties will be divided between the two Co-Treasurers. The purpose of dividing these duties is to ensure the integrity of the PTO and safety and accountability of all funds of the PTO.

Section 4.4.

Executive Committee. The Executive Committee shall consist of the elected officers (President, Vice President, Co-Treasurers, Volunteer Coordinator and Secretary) of the PTO. The Executive Committee shall transact necessary business in the intervals between executive and membership meetings and such other business as may be referred to it. They shall also create standing committees as needed including, but not limited to Student Wellbeing, Staff Wellbeing, Grad Night, and Audit.

The Executive Committee will discuss work plans during monthly meetings and using meeting minutes from prior meetings. It will meet monthly during the school year, no more than one week prior to the monthly membership meeting, unless the President or a majority of the members of the Executive Committee determines that a meeting is not necessary. Decisions of the Executive Committee shall be carried by a majority vote of the committee members present.

When necessary due to urgency or summer break, the President may request a vote of the Executive Committee via email, with such votes being valid and binding. The Executive Committee may, with a majority vote of committee members, approve financial requests outside of general membership meetings for amounts equal to or less than $500.

A proposed budget shall be presented annually by the Executive Committee, chaired by a Co-Treasurer and consisting of all Executive Committee members. They shall meet and review the last year’s budget and prepare a proposed budget for the coming year.

Section 4.5.

Representatives. Each BASE member Club, Crew and Pathway can identify a representative who will serve as the liaison between that club/activity and PTO. The representative shall be responsible for communicating relevant PTO news and information to the director of the club/activity they represent. The representative shall update the PTO on needs and events of the club/activity and ways the PTO can further its objectives supporting their club/activity.

Section 4.6.

Vacancy and Removal. Any officer may resign at any time by delivering written notice of such resignation to the President or Secretary of PTO. Provision for removal of officers will require a two-thirds vote of members present at a regular meeting provided there has been at least two weeks’ notification of the proposed removal to all members of the organization.

Upon the resignation, removal, or death of any Officer or the creation by the PTO of a new officer position, PTO may elect an Officer to fill such office upon the nomination of any member at either a regular meeting or a special meeting of the PTO or may allow such office to remain vacant until the regular election meeting the following May. If a vacancy occurs in the office of President, the Vice President shall fill out the remaining term of office and a new Vice President shall be elected to serve until the next election or the office may remain vacant.

Section 4.7.

Powers and Responsibilities of Officers. The officers will have sole responsibility for the management of the business of the PTO. In the management and control of the property, business and affairs of PTO, the Officers are vested with all of the powers possessed by PTO itself, so far as this delegation of power is not inconsistent with

the Oregon Nonprofit Corporation Act, the Articles of Incorporation, or these By-Laws. PTO is not organized for profit, and no part of the net earnings shall insure to the benefit of any member. Each Officer is expected to attend all meetings of PTO and participate in all discussions and votes.

ARTICLE 5. MEETINGS AND OPERATING YEAR

Section 5.1.

Notice of Meetings. The number, dates, and time of meetings shall be determined by the Executive Committee with agreement from the Principal. There shall be no less than eight (8) regular meetings during the school calendar year. The Secretary shall, at least two weeks prior to the May and June meetings, which feature board elections and budget approval, give written notice of the date, place and time of the meetings generally provided to members on the PTO website and via email notification.

Written notice stating the purpose or purposes of a meeting shall be given to members at least 48 hours prior to any regular or special meeting at which the members will be asked to consider approval of any amendments to PTO Articles of Incorporation or these By-Laws.

Section 5.2.

Conduct of Meetings Meetings. of PTO members shall generally be conducted in accordance with Roberts Rules of Order, provided, however, that the President, or in the absence of the President, the presiding officer at the meeting, shall have the final decision on all matters of procedure.

Section 5.3.

Voting. PTO members present at the meetings shall constitute a quorum. Motions shall be carried by a majority vote of PTO members present at a membership meeting.

Section 5.4.

Operating Year. The fiscal year of PTO shall begin on July 1 and end on the succeeding June 30. The administrative year shall coincide with the fiscal year.

Section 5.5.

Attendance at Meetings. Meetings of PTO are open to any person interested in the activities of the PTO. However, the President or the presiding officer at the meeting shall have the power to order removal of any person who is disrupting the orderly conduct of business of the meeting. In addition, the Officers shall be entitled to go into execumattertive session to consider any which the Officers believe to be of a sensitive nature.

ARTICLE 6. COMMITTEES

Section 6.1.

Committees and Appointments. The Executive Committee may designate standing and ad hoc committees, which shall have such authority and responsibilities as may be delegated and assigned by the Executive Committee. Each committee shall consist of a chair appointed by the Vice President, except as otherwise provided herein, and such other PTO members who are interested in the activities and volunteer to become involved in the activities of the committee. Each committee chairperson shall be asked to compile and make available relevant procedures, project plans, expenses, etc. The outgoing committee chairperson will work with their respective successor(s) to transition them into their new roles.

Any committee chair may resign at any time by delivering written notice of resignation to the President or Secretary. The Executive Committee may remove any committee chair from office by vote of a majority of Executive Officers then in office. A vacancy in any chair of any committee, for whatever reason, may be filled by the Executive Committee for the unexpired term. Committees will be inactive during any period in which the committee does not have a chair.

Section 6.2.

Limitation on Powers of Committees. No committee shall have the authority to authorize distributions, approve dissolution, merger or the sale, pledge or transfer of all or any substantial PTO assets, adopt, amend or repeal PTO Articles of Incorporation or By-Laws or take any other action prohibited by the Oregon Nonprofit Corporation Act or contrary to the policies or actions of the members.

This information shall be submitted to the Vice President no later than the last regular meeting of the PTO. Committee chairs shall report to PTO on activities of their committees upon the request of the President or Vice President. The chair of each Standing Committee or Ad Hoc Committee shall discuss their work plan with the Executive Committee; no Committee shall make budget commitments without approval of the Executive Committee. Unbudgeted or over budget expenditures must be approved by a majority vote of the membership in attendance at a regular PTO meeting.

Section 6.3

Student Wellbeing Committee. The Student Wellbeing Committee shall be responsible for administering the student wellbeing budget in the amount designated, coordinating with BASE staff and the Executive Committee to determine allocation of funds. Duties include, but are not limited to purchasing school supplies, or other items as requested by BASE staff or Student Leadership as well as coordinating with BASE staff to support and/or sponsor student wellbeing activities. The Chair shall report to the Vice President and attend regular PTO meetings, giving reports when requested.

Section 6.4

Staff Wellbeing Committee. The Staff Wellbeing Committee shall be responsible for administering the staff wellbeing budget in the amount designated, coordinating with BASE staff and the Executive Committee to determine allocation of funds. Duties include, but are not limited to, purchasing gift cards, food and beverage, decor, and or other items as requested by BASE staff, coordinating staff treats and meals, and planning Staff Appreciation Week, Teacher Appreciation Week activities. The Chair shall report to the Vice President and attend regular PTO meetings, giving reports when requested.

Section 6.5

Community Building Committee. The Community Building Committee shall be responsible for planning and executing an annual Community Building event. Duties of the Chair include, but are not limited to, scheduling the event, working with BASE facilities, event marketing, vendor coordination, and day-of event management. The Chair shall report to the Vice President and attend regular PTO meetings, giving reports when requested.

Section 6.6.

Grad Night Committee. The Grad Night Committee shall organize event(s) for students who will be graduating from BASE at the end of the school year. The Chair shall report to the Vice President and attend regular PTO meetings, giving reports when requested. Meetings shall be as often as necessary. The Grad Night Committee shall engage parents of Junior and Senior year students to align the events to the character of the graduating class.

Section 6.7.

Audit Committee. The accounts of PTO shall be examined annually by an audit committee, chaired by the Treasurer, of not less than three persons, a majority of whom shall not be current PTO Officers. Upon completion of its examination, the audit committee shall sign a written report to the Executive Committee either stating that it discovered no reason to question any of the transactions on PTO accounts or stating the nature of any questions or concerns that arose during its review. In lieu of this committee, an outside certified auditor may be used.


ARTICLE 7. AMENDMENTS.

These By-Laws may be amended or repealed by PTO members at any regular meeting or at any special meeting called for that purpose, provided that the notice of any such meeting shall state that the purpose or one of the purposes of such meeting is to consider a proposed amendment to these By-Laws accompanied by a copy or summary of the proposed amendment or state the general nature of the amendment, to include typeface changes and modifications to non-printable characters including but not limited to space, tab, null and EOF . Any proposed amendment must be approved by two-thirds of the voting members present.

ARTICLE 8. SEVERABILITY/DISSOLUTION

If any provision of these By-Laws is found, in any action, suit or proceeding, to be invalid or ineffective, the validity and the effect of the remaining provisions shall not be affected. In the event that PTO is dissolved, all of its assets shall be distributed in accordance with the decisions or plan made by the previous year’s Executive Committee and consistent with the provisions in the Article of Incorporation.

These by-laws were updated and approved by a vote of the Executive Board on: 11/13/2023