Bylaws of Rundlett Middle School PTO


Section 1: NAME – The name of the organization shall be (Rundlett Middle School Parent Teacher  Organization or RMS PTO. The PTO is located at Rundlett Middle School, 144 South Street, Concord, NH  03301 (603) 225-0862.  

Section 2: DESCRIPTION – The PTO is a non-profit organization that exists for charitable and educational  purposes, including the making of distributions to organizations that qualify as exempt organizations  under section 501(c)(3) of the Internal Revenue Code. Federal Tax Exempt ID number 02-0470860. RMS  PTO is registered with the State of New Hampshire’s Secretary of State’s Office as Rundlett Middle  School, P.T.O. Business ID number 715563. 

Section 3: PURPOSE – The purpose of the PTO is to enhance and support the educational experience at Rundlett Middle School, to develop a close connection between school and home by encouraging  parental involvement, and to improve the environment at Rundlett Middle School through volunteer  and financial support.  


Section 1: MEMBERSHIP – Membership shall be automatically granted to all parents and guardians of  Rundlett Middle School students, plus all staff at Rundlett Middle School. There are no required  membership dues. Members have voting privileges. All voting privileges must be exercised at an official  RMS PTO General Meetings. Absentee voting while typically disallowed shall be handled on a case by  case basis at the discretion of the President.  


Section 1: EXECUTIVE BOARD – The Executive Board shall consist of the following officers: President,  Vice President, Secretary, and Treasurer. Officer positions can be shared. The School Principal, or  his/her designee, is a voting member of the Executive Board.  

Section 2: TERM OF OFFICE – The term of office for all officers is one year and may serve no more than  two (2) year consecutive terms. The term begins immediately upon election and ends upon the next  officer election. The officer and committee chair elections are typically held in May but not later than  the end of the school year. 

Section 3: QUALIFICATIONS – Any PTO member in good standing may become an officer of the PTO.  

Section 4: DUTIES – Executive Board – Develop the PTO’s annual budget, establish and oversee  committees to conduct the work of the PTO, establish fundraising programs, approve by majority vote  of the Board unbudgeted expenditures of no more than $250.00. Call all scheduled and unscheduled  general membership PTO meetings. Attend all general PTO meetings.  

President – Preside at General PTO meetings and Executive Board meetings, prepare agendas for official PTO meetings, coordinate communication, manage PTO contracts, process documentation and serve as  the official representative of the PTO.  

Vice President – Oversee the committee system of the PTO, fundraiser program  development/execution, assist and/or assume the responsibilities of the President in the absence of the  President.  

Secretary – Record and distribute minutes of all Executive Board meetings and all General PTO meetings, maintain historical records for the PTO.  

Treasurer – Serve as custodian of the PTO’s finances, collect revenue, pay authorized expenses, report  financial activity every month, prepare year-end financial report, facilitate an annual audit, and hold all  financial records at a third party location. Execute NH Sec of State annual filing. Accomplish annual  Federal Form 990 or 990N filing.  

Section 5: MEETINGS – The Executive Board shall meet monthly during the school year, or at the  discretion of the President.  

Section 6: RESIGNATION – – If a resignation occurs on the Executive Board, the resigning board member  is responsible for relinquishing and storing all pertinent RMS PTO documentation to their RMS PTO role,  in the RMS PTO Google Drive account prior to their departure.  

Section 6: REMOVAL – An officer can be removed from office for failure to fulfill his/her duties after  reasonable notice. This must be done by a majority vote of the Executive Board.  

Section 7: VACANCY – If a vacancy occurs on the Executive Board, the President shall appoint a PTO  member to fill the vacancy, for the remainder of the officer’s term.  


Section 1: GENERAL PTO MEETINGS – General PTO meetings shall be held to conduct the business of  the PTO. Meetings shall be held monthly during the school year or at the discretion of the President. 

Section 2: VOTING – Each member in attendance at a PTO meeting is eligible to vote. Absentee or proxy  votes are not allowed.  

Section 3 QUORUM – Four (4) members of the PTO present and voting constitute quorum for the  purpose of voting.  


Section 1: FINANCIAL RECORDS – Copies of all financial records including bank statements, 990 forms  and the Treasurers monthly account statements shall be maintained in the RMS PTO Google Drive  account as well as a financial third party and is accessible to all Executive Board Members. Form 990  records should be retained indefinitely while bank records may be discarded after two years.  

Section 2: FUNDRAISING RECORDS – Information relating to fundraisers including copies of signed  contracts, invoices and fundraising statements shall be maintained in a centralized location at Rundlett  Middle School for a minimum of 1 year beyond the effectively date of the contract. These records shall  be accessible to all Executive Board Members.  

Section 3: MEETING RECORDS – Information relating to shall be maintained in a centralized location for  a minimum of two years accessible to all Executive Board Members.  


Section 1: FISCAL YEAR – The fiscal year of the PTO shall coordinate with the school year, beginning July 1 and ends June 30 of the following year. 

Section 2: BUDGET – A tentative budget shall be drafted in the fall for each school year and approved by  a majority vote of the members present. 

BANKING – All operating funds shall be kept in a RMS PTO Checking account in good standing with the  below bank. All excess and retained funds shall be kept in a RMS PTO Savings account. These accounts  shall be in the name of Rundlett Middle School PTO. A minimum of at least two authorized signatures of  the Executive Board or approved RMS Staff member is held at Citizens Bank. 

Citizens Bank 

188 Loudon Road 

Concord, NH 03302 

Section 3: REPORTING – All financial activity shall be recorded in a manual or computer-based  accounting system. The Treasurer shall reconcile the account(s) monthly and report all financial activity  monthly. The PTO shall arrange an independent review of its financial records each year that fundraising activity exceeds the minimum required Form 990 filing requirement. Should fundraising be  pursuant to a specific capital improvement project this review can be waived after a majority Executive  Board Vote.  

Section 3: ENDING BALANCE – The organization shall leave a minimum of $1,000.00 in the treasury at  the end of each fiscal year.  

Section 4: CONTRACTS – Contract signing authority is limited to the President or the President’s  designee. 


These bylaws may be amended at any regular or special meeting, providing that previous notice was  given in writing at the prior meeting and then sent to all members of the organization by the secretary.  Notice maybe given by postal mail, email, or fax. Amendments will be approved by a two-thirds vote of  those present, assuming a quorum. 


RMS PTO may be dissolved with previous notice (14 calendar days) and a two-thirds vote of those  present at the meeting. In the event of dissolution of the PTO, any funds remaining shall be donated to  Rundlett Middle School.  


The authority for this organization will be “Robert’s Rules of Order Newly Revised.”  ARTICLE X – CONFLICT OF INTEREST POLICY 

Section 1: PURPOSE – The purpose of the conflict of interest policy is to protect this tax-exempt  organization’s interest 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 – 

a) Interested Person. Any director, principal officer, or member of a committee with governing  board delegated powers, who has a direct or indirect financial interest, as defined below, is an  interested person.

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

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

ii. A compensation arrangement with the Organization or with any entity or individual  with which the Organization has a transaction or arrangement, or 

iii. 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 Article III, Section 2, 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 – 

a) 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 directors and members of committees with governing board  delegated powers considering the proposed transaction or arrangement. 

b) 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  governing 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. 

c) Procedures for Addressing the Conflict of Interest

i. An interested person may make a presentation at the governing 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. 

ii. The chairperson of the governing board or committee shall, if appropriate, appoint a  disinterested person or committee to investigate alternatives to the proposed transaction or  arrangement. 

iii. After exercising due diligence, the governing 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. 

iv. If a more advantageous transaction or arrangement is not reasonably possible under  circumstances not producing a conflict of interest, the governing board or committee shall  determine by a majority vote of the disinterested directors 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.

d) Violations of the Conflicts of Interest Policy 

i. If the governing 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. 

ii. If, after hearing the member’s response and after making further investigation as  warranted by the circumstances, the governing 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 4: RECORDS OF PROCEEDINGS –The minutes of the governing board and all committees with  board delegated powers shall contain: 

a) 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 governing board’s  or committee’s decision as to whether a conflict of interest in fact existed. 

b) 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 5: COMPENSATION – 

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

b) 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. 

c) No voting member of the governing 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 6: ANNUAL STATEMENTS–Each director, principal officer and member of a committee with  governing board delegated powers shall annually sign a statement which 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 charitable and in order to maintain its federal tax exemption it  must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Section 7: 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: 

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

b) 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  impermissible private benefit or in an excess benefit transaction. 

Section 8: USE OF OUTSIDE EXPERTS–When conducting the periodic reviews as provided for in Section  7, 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. 

Adopted 11/17/14

Revised 9/19/23