For reference and transparency, here are copies of the General PTO meeting minutes, the Executive Board meeting minutes, and the PTO By Laws for the current academic year. 

BYLAWS

OF

THE PARENT-TEACHER ORGANIZATION OF P.S. 122 QUEENS, INC.

Mamie Fay School

ARTICLE I – NAME

The name of the corporation shall be: The Parent-Teacher Organization of P.S. 122 Queens, Inc. (hereinafter referred to as the “Organization” or the “PTO”).

ARTICLE II – OBJECTIVES

To provide support and resources to the school for the benefit and educational growth of the children.

To promote and help develop a cooperative working relationship between the parents and staff of our school.

To develop parent leadership and build capacity for greater involvement.

To foster and encourage parent participation on all levels.

To provide opportunities and training for parents to participate in school governance and decision-making.

ARTICLE III – MEMBERSHIP

Section 1.      ELIGIBILITY-

Membership in the Organization shall be limited to parents (both birth and step parents), teachers, legally appointed guardians, foster parents and persons in parental relation to students currently attending P.S.122Q. In the beginning of each school year, a welcome letter from the Organization shall inform parents of the PTO and shall encourage their participation.

Section 2.      DONATIONS-

Each family shall be requested to make a voluntary nominal donation. Donations are not a requirement for membership, voting or running for office.

Section 3.      VOTING PRIVILEGES-                                                                    

Each parent of a child/children currently enrolled at P.S.122Q shall be entitled to one vote. Each teacher is allowed one vote. Proxy voting or absentee balloting is prohibited. The right of a member to vote may be limited by the Conflicts of Interest restrictions outlined in Chancellor’s Regulation A-660 and the Conflict of Interest policy set forth herein.

ARTICLE IV – OFFICERS

Section 1.     TITLES-

The officers of the Organization shall be: President or Co-Presidents, Vice President, Treasurer, Assistant Treasurer, Recording Secretary or Co-Recording Secretaries, Corresponding Secretary or Co-Corresponding Secretaries.

Section 2.      TERM OF OFFICE-

The term of office shall be from July 1 through June 30. Officers shall be elected in Spring for a one-year term beginning July 1. Eligibility for office is limited to parents, guardians, foster parents or persons in parental relation who are not employed at P.S. 122Q.

The maximum number of terms of office any one person may serve consecutively shall be three (“Term Limit”), unless there is no candidate to fill the vacancy. If there is no candidate to fill the vacancy, the prior officer may continue to hold the position even if the new term of office would exceed the Term Limit.

Section 3.      DUTIES OF OFFICERS-

3.1      President or Co-Presidents:

The president or Co-president shall initiate and preside at all meetings of the Organization and shall be an ex-officio member of all committees except the nominating committee. The president shall provide leadership for its members. The president shall appoint chairpersons of PTO committees with the approval of the Executive Board. The president shall delegate responsibilities to other PTO members and shall encourage meaningful participation in all parent activities. The president or his designee shall attend all regular meetings of the presidents’ council or high school federation and shall be a core member of the school leadership team. The president shall meet regularly with the Executive Board members in accordance with these bylaws to plan the agendas for the general membership meetings. The president shall be one of the signatories on checks. The president or his/her designee shall represent the PTO on district committees. The president shall assist with the June transfer of PTO records to the incoming Executive Board. (In the event of co-presidents, these duties shall be shared). The President or Co-Presidents shall oversee the publication and distribution of News & Views, the Journal/Newsletter of the P.S. 122 Parent Teacher Organization, with participation from the Organization for content, layout, advertising, and other components. Final approval of each issue shall be provided by the co-Presidents and the school principal.

3.2      Vice President:

The vice-president shall assist the president and shall assume the president’s duties in his/her absence or at the president’s request. The vice-president shall assist with the June transfer of PTO records to the incoming Executive Board.

3.3      Recording Secretary or Co-Recording Secretaries:

The Recording Secretary shall maintain the official record of the proceedings and actions of each Executive, General Membership, and Quarterly and General Membership meetings. The Recording Secretary shall be responsible for circulation of attendance sheets. The Recording Secretary shall prepare all minutes of the Organization to be presented for approval and shall make minutes available upon request. He/she shall maintain custody of the Organization’s records and reports. (In the event of Co-Recording Secretaries, these duties shall be shared).

3.4      Treasurer:

The Treasurer shall be responsible for all financial affairs and funds of the Organization. The Treasurer shall also be responsible for maintaining an updated record of income and expenditures and shall be one of the signatories on checks. The Treasurer shall adhere to and implement all financial procedures established by the Organization. The Treasurer shall be prepared to present and provide copies of financial reports at all Organization meetings. The Treasurer shall also prepare and provide the January 31st interim and June annual accounting reports. He/she shall make available all books or financial records for viewing by members upon request and for audit. The Treasurer shall prepare all financial records and assist the Corresponding Secretary with the June transfer of all PTO records to the incoming Executive Board.

3.5      Assistant Treasurer:

The Assistant Treasurer shall be responsible solely for assisting the Treasurer with their duties. This can include but is not limited to, bank deposits, reconciliations, money collection with fundraisers. Assistant Treasurer shall assist the Treasurer with the June transfer of all PTO records to the incoming Executive Board. Assistant Treasurer is not responsible for preparing budgets.

3.6      Corresponding Secretary or Co-Corresponding Secretaries:

The Corresponding Secretary’s responsibilities shall include notices, agendas, sign-in sheets and material distributed. The Corresponding Secretary shall sign and incorporate all amendments into the bylaws and shall ensure that copies of the amended bylaws are on file in the principal’s office. The Corresponding Secretary shall be responsible for reviewing, maintaining and responding to all correspondence regarding the Organization. The Corresponding Secretary shall assist the Treasurer with the June transfer of all PTO records to the incoming Executive Board. (In the event of Co-Corresponding Secretaries, these duties shall be shared)

3.7      School Leadership Team Membership:

The President of the PTO shall automatically serve as a core member of the School Leadership Team (“SLT”). All other SLT parent member representatives shall be elected by the general membership. No person employed at PS 122Q shall be eligible to serve as a parent member representative on the School Leadership Team. In the event of Co-Presidents, the remaining Executive Board members shall decide which Co-President shall serve on the SLT Committee, as per Chancellor’s A-660 regulations.

3.8      Community District Education Council (CDEC) Selectors:

In accordance with Chancellor’s Regulation D-140, in the case of Co-Presidents, Co-Secretaries and/or Co-Treasurers, the remaining Executive Board members will determine who will be the CEC, CCHS and CCSE selectors.

3.9      June Transfer of Records:

The outgoing PTO Executive Board shall arrange for the orderly transfer of records and information of the PTO, which shall include an overview of PTO transactions for the school year, to the incoming Executive Board. Two meetings may be scheduled during the month of June for this purpose. Any member of the Executive Board may request the assistance of the Presidents’ Council or High School Federation during this process.

Section 4.      ELECTION OF OFFICERS-

The yearly election of officers of the Organization must be held by the second Friday in June. Any timeline established by the PTO to complete the nominations and election process must adhere to this timeframe. The principal must be notified in writing of the date of the election by May 1st.

4.1      Nominating Committee:

A Nominating Committee may be established during the February general membership meeting. If a nominating committee can be established, committee shall consist of three to five (3-5) members. The majority of the committee must come from the general membership. The remaining members of the nominating committee shall be selected by the President, subject to the approval of the Executive Board.

The nominating committee shall choose one of its members to serve as chairperson. No person employed at PS 122Q shall be eligible to serve on the nominating committee.

Members of the nominating committee are not eligible to run for office. An eligible member of the nominating committee may be considered as a candidate if she/he immediately resigns from the nominating committee in writing.

The nominating committee shall seek out the membership in writing, in English and other languages spoken by parents at the school, for recommendations of candidates for all offices. The nominating committee will also be responsible for conducting the election process. This includes the following:

Preparing and distributing all notices regarding this process in English and languages spoken by parents, wherever possible, i.e., meeting notices, agendas, reminder notices, tear-off nomination forms, etc.

Preparing ballots, attendance sheets, ballot box, tally sheets and all other materials pertaining to the election.

Canvassing the membership for all eligible candidates.

Determining and verifying the eligibility of all interested candidates, prior to the election.

Reporting the names to date of those candidates during the May meeting.

Ensuring that an opportunity is provided to all members allowing for nominations (this includes self-nomination) to be taken from the floor during the meetings prior to the election meeting.

Principal will be notified of the date and time of the PTO election by May 1st.

All members must have the opportunity to make nominations from the floor at the May meeting.

Reporting the up-to-date names of all eligible candidates and the positions they are seeking, to the membership at least one (1) week prior to the election meeting.

Officially closing the nominations process three (3) business days prior to the election meeting. The only nominations that will be accepted at the election meeting will be for positions without nominees.

Ensuring that only eligible members receive a ballot for voting.

Conducting the election.

4.2      In the Absence of a Nominating Committee:

If a nominating committee is not/can not be formed by the end of February, the executive board must communicate that the nominations and election process outlined above will proceed under the direction of at least two members of the Organization who are not running for office. These members will be selected to serve in this role by vote of the general membership at the March general membership meeting. They will perform the responsibilities and adhere to the timeframe outlined in this section of the bylaws. They may also seek assistance in conducting nominations and the election from the appropriate region/district presidents’ council and/or the principal or his/her designee and/or the district or regional superintendent or his/her designee.

If at least two members of the Organization who are not running for office are not/can not be identified to conduct the nominations and election process, an expedited nominations and election process as outlined in Chancellor’s Regulation A-660 will be conducted by the appropriate region/district presidents’ council and/or the district superintendent or his/her representative by no later than the second Friday in June.

4.3      Notices:

The meeting notice and agenda for the general membership election meeting shall be distributed not less than ten (10) days prior to the date. All meeting notices and agendas shall be available in English and translation, wherever possible. The distribution date shall appear on all notices.

4.4      Voting Requirements:

There shall be one vote per parent for the child/children currently attending P.S.122Q. Each teacher is entitled to one vote. Voting by proxy or absentee ballot is prohibited.

4.5      Election and Use of Ballot:

Voting shall be by written ballot in accordance with Chancellor’s Regulation A-660.

Names of candidates shall appear on the ballot in alphabetical order under the title of the office for which they were nominated.

Ballots shall be printed with instructions in English and other languages, spoken by parents at the school, wherever possible.

Ballots shall be distributed following a member’s signing of the verification sheet.

The elections shall be scheduled at a time that encourages maximum member participation.

Ballots shall be counted immediately following the election and in the presence of the members.

Ballots shall be retained for six months by the Recording Secretary of the Executive Board. If he/she will no longer be an eligible member after June 30, the ballots shall be turned over to the incoming Recording Secretary.

4.6      Uncontested Elections:

In uncontested elections, members may vote by show of hands or by acclamation to accept the slate of incoming officers.

Section 5.      CERTIFICATION OF ELECTION-

The results of the election shall be announced immediately following counting of ballots by three members of the Organization who are not related to any of the candidates by blood or marriage.

Section 6.      VACANCIES-

6.1      Vacancies and Resignations:

All mandatory officer vacancies must be filled by succession of the next highest ranking officer. For example, a vacancy in the position of President will be filled by the Vice-President or next highest ranking officer. In the event that the core mandatory officers (President, Recording Secretary and Treasurer) cannot be filled through succession, a special expedited election must be held to fill those vacancies. Officers who wish to resign their positions once an election has been certified, must do so in writing to the Recording Secretary, and, at that time, shall turn over all records to the Recording Secretary. In the event of the resignation of the Recording Secretary, he/she must transfer records to the President or Co-Presidents.

6.2   Non-Core Vacancies:

If there are vacant positions other that that of President, Treasurer or Recording Secretary, these positions shall be filled by conducting an expedited election.

Section 7.      SPECIAL EXPEDITED ELECTION PROCESS-

Special Expedited elections shall be held to fill vacancies in the mandatory officer positions (President, Recording Secretary and Treasurer) in the event they cannot be filled through succession. The Executive Board shall be responsible for announcing vacancies in any or all of the core mandatory officer positions. Notice of any vacancies must be communicated to the general membership at least forty-eight hours prior to holding special election process to fill the vacancy. Officer vacancies other than the core positions can be filled at a special meeting provided there has been at least a five calendar day written notice to the membership.

Section 8.       DISCIPLINARY ACTION-

Any officer who fails to attend three (3) consecutive Executive Board meetings shall be removed from office by recommendation of the Executive Board or motion from a member and two-thirds vote of the membership present. The officer shall be given the opportunity to submit in writing an explanation showing good cause which explains his/her reason for not attending these meetings for the Board’s consideration.

In other instances where an elected officer(s) of the Organization has been accused of being derelict and/or neglectful in his/her duties, an officer(s) may be removed only after:

A motion is presented by any PTO member during any meeting of the PTO assembly to appoint a review committee. The motion must be approved by majority vote of the general membership present.

The majority of the review committee must be comprised from the general membership. Executive Board members against whom charges are being contemplated may not serve on the review committee.

The review committee must investigate, examine and obtain all relevant documents, interview all pertinent witnesses, etc., in order to conduct their fact-finding review. All pertinent facts and information must be considered by the committee. The officer(s) against whom charges are being contemplated has the right to present relevant facts, documents and/or witnesses.

The committee must present its findings and recommendations during a general membership meeting within a period not to exceed sixty (60) calendar days from the date of the establishment of the review committee. The Organization’s notice and agenda must cite that a vote will be taken by the membership regarding disciplinary action. The general membership shall then vote to remove or absolve the officer(s).

ARTICLE V – EXECUTIVE BOARD

Section 1.      COMPOSITION-

The Executive Board shall be composed of the elected officers of the Organization and chairpersons of standing committees. Officers shall be expected to attend all Executive Board meetings and shall be subject to removal under Article IV, Section 8 unless a good and valid reason is rendered in writing.

Section 2.      EXECUTIVE BOARD MEETINGS-

Regularly scheduled meetings of the Executive Board shall be held monthly, September through June, on the second Tuesday of every month at 7pm, unless such date shall fall on a legal or religious holiday or is deemed inconvenient for the majority of the executive board, in which case the meeting shall be held at a day and time deemed convenient to a majority of executive board members. The date of these meetings shall be posted on the PTO billboard and distributed school-wide on the monthly school calendar. Members of General membership may attend Executive Board meetings as observers only.

Section 3.      VOTING-

Each member of the Executive Board shall be entitled to one vote.

Section 4.      QUORUM-

Two-thirds of the Executive Board shall constitute a quorum, allowing for official business to be transacted.

ARTICLE VI – MEETINGS

Section 1.      GENERAL MEMBERSHIP MEETINGS-

1.1      The general membership meetings of the Organization shall be held on the third Thursday of each month from September through June, at 7pm, unless such day falls on a legal or religious holiday. In such instances, the meeting shall be held on the following Thursday or previous Wednesday, as determined by the Executive Board. Written notice of each membership meeting shall be distributed in all applicable languages, where possible. A ten (10) calendar day notice shall be required prior to the scheduled meeting. The date of distribution shall appear on all notices.

1.2      All eligible members may attend and participate during general membership meetings and may speak to agenda items subject to restriction in these bylaws.

1.3      Observers may speak and otherwise participate, if acknowledged by the chair.

Section 2.      ORDER OF BUSINESS-

The order of business at meetings of the Organization, unless changed by the Executive Board shall be:

Call to order

Pledge of allegiance

Approval of minutes

Principal’s report

Student of the month

President’s report

Treasurer’s report

SLT report

Committee reports

Guest speaker, if any

New business/questions

Adjournment

Student of the Month ceremonies, when applicable, shall immediately follow the General Assembly by a half hour.

Section 3.      QUORUM-

A quorum of ten (10) members of the Organization, including Executive Board members shall be required to conduct official business.

Section 4.      MINUTES-

Minutes of the previous general or special membership meeting shall be available in written form and read for approval at every general membership meeting. The minutes must be made available upon request to any member.

Section 5.      SPECIAL MEMBERSHIP MEETINGS-

A special membership meeting shall be called to deal with a matter(s) of importance that cannot be postponed until the next general membership meeting. The President may call a special membership meeting with a minimum of forty-eight (48) hours written notice to parents stating precisely what the topic of the meeting will be.

In addition, upon receipt of a written request from five (5) Organization members, the President must call a special membership meeting within five working days of the request and with forty-eight (48) hours written notice to parents.

Section 6.      PARLIAMENTARY AUTHORITY-

All procedural questions not covered by these bylaws shall be governed by Robert’s Rules of Order Newly Revised provided they are not inconsistent with law, policy, regulation and these bylaws.

ARTICLE VII – COMMITTEES

Section 1.     COMMITTEES-

Membership/Volunteers (Standing Committee): The membership committee shall be responsible for encouraging parent participation, volunteering, outreach, and recruitment. The Membership Committee shall be chaired by the Treasurer if other person is not available.

Audit (Ad Hoc Committee): The Co-President(s) shall request volunteers to form an audit committee of three to five (3-5) persons. Executive Board members, if they are not check signatories, may serve. The majority of the committee should be comprised from the general membership. The audit committee shall prepare an audit of all financial affairs of the organization with the help of the Treasurer who shall make all books and records available to them. The audit committee may prepare a written report to be presented to the membership at its June meeting or upon completion of their review and investigation, as applicable.

ARTICLE VIII – FINANCIAL AFFAIRS

Section 1.      FISCAL YEAR-

The fiscal year of the Organization shall run from July 1 through June 30.

Section 2.     SIGNATORIES-

The President(s), Vice-President and Treasurer shall be authorized to sign checks. All checks require at least two signatures. One signatory must be the Treasurer. Signatories shall not be related by blood or marriage. An Organization member may not sign a check if he/she has any direct or indirect interest in the expenditure.

Section 3.      BUDGET-

The budget committee shall consist of three (3) persons and be chaired by the Treasurer. The committee shall be responsible for:

presenting the budget process for membership approval which must be voted on by no later than the October membership meeting

a written review of the prior year’s budget for discussion at the June membership meeting;

preparing a proposed budget for adoption by the membership at the June membership meeting

The development and/or review of the budget process which includes: The outgoing Executive Board must review the current budget, annual financial status, accounting, expenditures and outstanding bills and prepare a proposed budget for the next school year. The proposed budget must be presented to and approved by the membership no later than at the June meeting.

The incoming Executive Board must review the proposed budget in September for presentation and discussion during the September meeting. Budget amendments may be proposed at this time.

The Executive Board is authorized to make expenditures not to exceed $500 with a two thirds approval by the Executive Board. The expenditure must be presented to the membership at the next calendar meeting, in writing, by the Treasurer.

The counting and handling of any cash, checks, or money orders received requires at least two non-related PTO members to participate. Received monies shall be counted within the same day, recorded and be signed by the authorized PTO members. All monies must be counted in school.

All funds shall be deposited in the bank account by authorized board members within two business days. No funds shall be kept in a member’s home but shall be secured and locked in the school. PTO funds will be taken to the bank for deposit only by the authorized members.

Documentation related to every transaction must be maintained at the school, i.e., cancelled checks, deposit receipts, purchase orders, PTO minutes related to the expenditure, etc.

Writing to petty cash or cash is prohibited.

The use of withdrawal slips is prohibited.

The budget may be amended by vote of the general membership at any membership meeting.

All expenditures not included in the budget at the time of its adoption must be approved by resolution of the membership. (Refer to Article VIII, Section 3).

Section 4.      AUDIT-

The President(s) shall request volunteers to form an audit committee of three to five (3-5) persons. Executive Board members, if they are not check signatories, may serve. The majority of the committee should be comprised from the general membership.

The audit committee shall prepare an audit of all financial affairs of the organization with the help of the Treasurer who shall make all books and records available to them.

Additional duties of the audit committee may include the examination of all relevant financial statements and records of disbursements, verification of all Organization equipment and ensuring compliance with bylaw provisions for the expenditure of funds.

The audit committee may prepare a written report to be presented to the membership at its June meeting or upon completion of their review and investigation, as applicable. This report shall be included for review and discussion during the June transfer of records.

Section 5.      FINANCIAL ACCOUNTING-

The Treasurer shall prepare and provide copies of the Interim Financial Accounting Report by January 31st and the Annual Financial Accounting Report by the June meeting including all income and expenditures, to be presented and reviewed by general membership. Copies of these reports shall be provided to the principal and distributed to the membership.

The Treasurer shall be responsible for all monies of the Organization and shall keep accurate records in a form consistent with these bylaws and applicable Regulations of the Chancellor. The Treasurer, Secretary, at least one other PTO officer, and additional persons as needed shall be designated and approved by the PTO Executive Board to collect, count, tally and record all orders and payments. In accordance with Chancellor’s Regulation A-610, parents must obtain approval from the principal before collecting monies from students. The Treasurer and at least one other PTO officer shall transport all funds to the bank, and deposit slips shall identify the source of all monies deposited. All parties involved in these financial transactions shall initial the deposit slips. The Treasurer shall make all authorized disbursements and shall, within the next banking day thereof, deposit all monies of the Organization in a responsible banking institution selected by the Organization. All records of the Organization including checkbooks, ledgers, cancelled checks, invoices, receipts etc., shall be maintained and secured on school premises.

All collected monies for next day bank deposit must be secured on school premises.

ARTICLE IX – CONFLICTS OF INTEREST

Section 1.      PURPOSE-

The purpose of the conflicts of interest policy is to protect the Organization when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or Director of the Organization, or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Section 2.      DEFINITIONS-

Interested Person: Any Officer or member of a committee with Executive Board-delegated powers who has a direct or indirect financial interest, as defined below, is an interested person.

Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

a) An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,

b) A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or

c) A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest. Under Section 3(2) of this Article, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

Section 3.      PROCEDURES-

Duty to Disclose: In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the officers and Members of committees with Executive Board delegated powers considering the proposed transaction or arrangement.

Determining whether a conflict of Interest Exists: After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the Executive Board or Committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board or Committee members shall decide if a conflict of interest exists.

Procedures for Addressing the Conflict of Interest:

a) An interested person may make a presentation at the Executive Board or Committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

b) The Chairperson of the Executive Board or Committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

c) After exercising due diligence, the Executive Board or Committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

d) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Executive Board or Committee shall determine by a majority vote of the disinterested Officers or Committee Members whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

Section 4.      VIOLATIONS OF THE CONFLICTS OF INTEREST POLICY-

If the Executive Board or Committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Executive Board or Committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Section 5.      RECORDS OF PROCEEDINGS-

The minutes of the Executive Board and all Committees with board-delegated powers shall contain:

The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Executive Board or Committee’s decision as to whether a conflict of interest in fact existed.

The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Section 6.      COMPENSATION-

A voting member of the Executive Board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.

A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.

No voting member of the Executive Board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Section 7.      ANNUAL STATEMENTS-

Each director, principal officer and member of a committee with Executive Board delegated powers shall annually sign a statement that affirms such person:

Has received a copy of the conflicts of interest policy,

Has read and understands the policy,

Has agreed to comply with the policy, and

understands the Organization is a charitable organization and in order to maintain its federal tax exemption it must engage primarily in activities that accomplish one or more of its tax-exempt purposes.

Section 8.      PERIODIC REVIEWS-

To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.

Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

Section 9.      USE OF OUTSIDE EXPERTS-

When conducting the periodic reviews as provided for in section 8 of this Article IX, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

Section 10.    INDEMNIFICATION-

The Organization shall have the power to purchase and maintain insurance to indemnify the PTO, as well as its directors, officers and employees, to the full extent and in such circumstances as is permitted under the New York State Corporation Law or such other applicable statute. The Organization may, to the fullest extent now or hereafter permitted by Sections 721-726 of the Not-for-Profit Corporation Law, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that he or she was (or whose testator or intestate was) a director, officer, employee or agent of the Organization, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorney fees. No indemnification shall be made under this Article if such indemnification would be inconsistent with Sections 4941 through 4945 of the Internal Revenue code of 1986, as amended, or a provision of the corporation’s Certificate of Incorporation or these Bylaws, or a resolution of the Executive Board which prohibits or otherwise limits such indemnification.

ARTICLE X – AMENDMENTS

These bylaws may be amended at any regular meeting of the Organization by a two-thirds vote of the members present, provided the amendment has been presented in writing to the membership at the previous meeting, and appears in its full text in the notice of the meeting at which it is to be amended. Amendments are effective immediately unless otherwise specified. A thorough review of these bylaws shall be conducted every three (3) years.