By-Laws of the Louisville Elementary Schools' PTO
|
By-Laws of the
Louisville Elementary Schools Parent-Teacher Organization
Article I Name
The Name of this organization shall be the Louisville Elementary Schools Parent-Teacher Organization, a local unit that includes Louisville Elementary School and North Nimishillen Elementary School that is autonomous and independent of affiliation with any county, state or national group.
Article II Objectives
The objectives of this Organization are:
a. To bring home and the school into a closer relationship so that parents
and teachers may cooperate intelligently in the education of the child.
b. To develop unified efforts by educators and the general public to secure
for every child the highest advantages in physical, mental and social education, and
c. To promote the welfare of children and youth in home, school and
community.
Article III Policies
Section 1 The program of the Organization shall be educational and shall be
developed through conference, committees and projects.
Section 2 This organization shall be noncommercial, nonsectarian and nonpartisan.
Funds contributed to or earned by this Organization shall be used
exclusively for the educational purpose of this Organization and shall not
accrue in any manner to the sole benefit of any member of this
Organization. The Organization shall not endorse any commercial
enterprise nor permit the use of its name or the names of its officers in their
official capacities in connection with a commercial concern. The
Organization shall not participate in or intervene in any political campaign
on behalf of any candidate for public office.
Section 3 This organization shall be a joint effort between the PTO and administrators
directing activities of the school.
Section 4 This Organization may cooperate with other organizations and agencies
active in child welfare, provided they make no commitments that bind their
member groups.
Section 5 Each year a minimum of $8,000.00 raised by fundraising projects must be set
aside for the following year.
Article IV Membership
Section 1 Voting members of the PTO include the following:
b. Teachers and staff of LES and NN
c. L.E.S. PTO Executive Board members, excluding the PTO President and
Principals.
Section 2 Each voting member has the right to one vote.
Section 3 Each voting member has the right to propose motions.
Section 4 Motions are passed by simple majority vote.
Article V Meetings
Section 1 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
Executive Board. Executive Board Meetings shall be held to discuss the business of the PTO prior to each General PTO Meeting monthly during the school year or at the discretion of the Executive Board.
Special meetings may be called by the Executive Board. Five days advance notice must be provided.
Quorum – a simple majority of the Executive Board membership will constitute a quorum.
Article VI Officers and Elections
Section 1 Officers - The Executive Board shall consist of the following officers: President,
1st Vice President (who will be selected by the Executive Board from the 3 elected Vice Presidents), Vice President – North Nim, Vice President – LES K-2, Vice President – LES 3rd – 5th grades, Treasurer, Recording Secretary/Parliamentarian, Communications Secretary, and Past President.
a. President – The President shall preside over meetings of the organization and the executive board, serve as the primary contact for the principal, represent the organization at meetings outside the organization, serve as an ex officio member of all committees except the nominating committee, and coordinate the work of all the officers and committees so that the purpose of the organization is served.
i. Eligibility – the President must have served as an executive board member of the PTO for at least one year prior to being nominated and/ or serving as President. The immediate Past President will remain on the executive board and serve as an advisor to the Executive Board for one year. For this reason, a parent/guardian whose youngest child is enrolled in 5th grade may not serve as president.
b. 1st Vice President – The 1st Vice President assists the President and chair meetings in the absence of the President. The 1st VP is second in command of the Executive Board and is the Lead VP of the three Vice Presidents. The 1st VP shall assume the duties of the President should a vacancy occur. The 1st Vice President shall be selected by the Executive Board from the three Vice Presidents elected to office.
c. Vice President – North Nim – shall oversee and coordinate the activities of the grade level chairpersons including a chairman for Preschool. The Vice President – North Nim will recruit and coordinate volunteer schedules, communicate with the Principal and staff of North Nim.
d. Vice President – LES Primary – shall oversee and coordinate activities of the Chair people for Kindergarten, 1st Grade and 2nd Grade and shall recruit and coordinate volunteer schedules for activities within the Primary Grades.
e. Vice President – LES Secondary – shall oversee all and coordinate activities of the Chair people for 3rd Grade, 4th Grade and 5th Grade and shall recruit and coordinate volunteer schedules for activities within the Secondary Grades.
f. Recording Secretary/ Parliamentarian – Record and distribute minutes of all Executive Board meetings and all General PTO meetings, prepare agendas for official PTO meetings and hold historical records for the PTO. Shall advise the presiding officer and other officers, committees, and members on matters of parliamentary procedure and shall ensure that Robert’s Rules of Order are followed during meetings.
g. Communications Secretary – Manage communications and marketing for the PTO including, but not limited to PTO newsletters, email broadcasts, website, bulletin boards, press releases, order forms and social media, etc.
h. Lead 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, hold all financial records and coordinate the Assistant Treasurer(s). The Lead Treasurer must have a tangible accounting background and submit to a background check. Lead Treasurer may not be a 5th grade parent.
a. An Assistant Treasurer must be appointed by the Executive Board
and submit to a background check. The Assistant Treasurer is not required to hold the same tangible accounting background as the Lead Treasurer. The Assistant Treasurer’s duties will be delegated by the Lead Treasurer.
i. Grade Level Chairpersons – Shall coordinate events within their grade levels, recruit and coordinate volunteer schedules, communicate with VP’s, parents and teachers within their grade level.
Section 2 Nominations and Elections. Elections will be held at the second to last meeting of
the school year. The nominating committee shall select a candidate for each office and present the slate at a meeting held one month prior to the election. At that meeting, nominations may also be made from the floor. A ballot vote shall be taken and majority vote will pass.
Section 3 Nominating Committee shall consist of 5 members:
a. Two members shall be selected by the Executive Board from its body
b. Three shall be appointed by the president from the general membership at least 2 months prior to the election.
The nominating committee shall select its own chairman.
Section 4 Eligibility. Members are eligible for office if they are members in good standing.
Section 5 Terms of Office
All officers are elected for one (1) year and may serve no more than two
consecutive terms in the same office except the Treasurer. The Treasurer may serve up to three (3) consecutive terms in the position. Each person elected shall hold only one office at a time.
Section 6 Vacancies. If there is a vacancy in the office of president, the 1st vice president
will become the president. At the next regularly scheduled meeting, a new vice president will be elected. If there is a vacancy in any other office, members will fill the vacancy through an election at the next regular meeting.
Section 7 Removal from Office. Officers can be removed from office with cause by a two-
thirds vote of those present (assuming a quorum) at a regular meeting where previous notice has been given.
Article VII Executive Board
Section 1 The Executive Board shall consist of the officers of the Organization
and the principals of the school or designees appointed by the principals.
Section 2 The duties of the Executive Board shall be:
b. To approve the plans of work of the standing committees;
c. To appoint an auditor to audit the treasurer’s accounts before the next
school year begins;
d. To approve routine bills
Section 3 Regular meetings of the Executive Board shall be held during the
school year. A majority shall constitute a quorum. Special meetings of
the Executive Board may be called by the president or by a majority of
the committee.
Article VIII Standing Committees
Section 1 Such standing committee’s shall be created by the Executive Board
as may be required to promote the objectives and interests of the
Organization. The chairman of the committees shall be appointed by the
president and the principals of the school.
Section 2 The chairmen of all standing committee shall present plans of work to the
Executive Board and no committee work shall be undertaken without
approval of the Executive Board.
Article IX Bylaw Amendments.
Amendments to the Bylaws may be proposed by any PTO member. Amendments presented at a PTO meeting shall be considered for voting at a subsequent meeting. 2/3 approval of all members present and voting is required to adopt an amendment to the Bylaws. The Bylaws must be reviewed every two years by a special committee appointed by the Executive Board.
Article X Parliamentary Authority.
The authority for this organization shall be “Robert’s Rules of Order Newly Revised”.
Article XI 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.
The average size of transaction(s) that would need to be considered under Louisville Elementary Schools PTO would be between $500 - $2,500.
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 Section 2b, 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 who are 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 whether 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. Alternatives should include a bidding process in which the governing board or committee shall gather minimum two (2) additional bids for comparison
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 Conflict 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 that 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 Periodic Reviews.
To ensure that 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, are based on competent survey information, and are 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 an excess benefit transaction.
Section 7 Use of Outside Experts.
When conducting the periodic reviews as provided for in Section 6, the organization may, but need not, use outside advisers. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring that periodic reviews are conducted.
Revised 4/5/16
Louisville Elementary Schools Parent-Teacher Organization
Article I Name
The Name of this organization shall be the Louisville Elementary Schools Parent-Teacher Organization, a local unit that includes Louisville Elementary School and North Nimishillen Elementary School that is autonomous and independent of affiliation with any county, state or national group.
Article II Objectives
The objectives of this Organization are:
a. To bring home and the school into a closer relationship so that parents
and teachers may cooperate intelligently in the education of the child.
b. To develop unified efforts by educators and the general public to secure
for every child the highest advantages in physical, mental and social education, and
c. To promote the welfare of children and youth in home, school and
community.
Article III Policies
Section 1 The program of the Organization shall be educational and shall be
developed through conference, committees and projects.
Section 2 This organization shall be noncommercial, nonsectarian and nonpartisan.
Funds contributed to or earned by this Organization shall be used
exclusively for the educational purpose of this Organization and shall not
accrue in any manner to the sole benefit of any member of this
Organization. The Organization shall not endorse any commercial
enterprise nor permit the use of its name or the names of its officers in their
official capacities in connection with a commercial concern. The
Organization shall not participate in or intervene in any political campaign
on behalf of any candidate for public office.
Section 3 This organization shall be a joint effort between the PTO and administrators
directing activities of the school.
Section 4 This Organization may cooperate with other organizations and agencies
active in child welfare, provided they make no commitments that bind their
member groups.
Section 5 Each year a minimum of $8,000.00 raised by fundraising projects must be set
aside for the following year.
Article IV Membership
Section 1 Voting members of the PTO include the following:
- Adult family members of students currently enrolled in North Nimishillen
b. Teachers and staff of LES and NN
c. L.E.S. PTO Executive Board members, excluding the PTO President and
Principals.
Section 2 Each voting member has the right to one vote.
Section 3 Each voting member has the right to propose motions.
Section 4 Motions are passed by simple majority vote.
Article V Meetings
Section 1 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
Executive Board. Executive Board Meetings shall be held to discuss the business of the PTO prior to each General PTO Meeting monthly during the school year or at the discretion of the Executive Board.
Special meetings may be called by the Executive Board. Five days advance notice must be provided.
Quorum – a simple majority of the Executive Board membership will constitute a quorum.
Article VI Officers and Elections
Section 1 Officers - The Executive Board shall consist of the following officers: President,
1st Vice President (who will be selected by the Executive Board from the 3 elected Vice Presidents), Vice President – North Nim, Vice President – LES K-2, Vice President – LES 3rd – 5th grades, Treasurer, Recording Secretary/Parliamentarian, Communications Secretary, and Past President.
a. President – The President shall preside over meetings of the organization and the executive board, serve as the primary contact for the principal, represent the organization at meetings outside the organization, serve as an ex officio member of all committees except the nominating committee, and coordinate the work of all the officers and committees so that the purpose of the organization is served.
i. Eligibility – the President must have served as an executive board member of the PTO for at least one year prior to being nominated and/ or serving as President. The immediate Past President will remain on the executive board and serve as an advisor to the Executive Board for one year. For this reason, a parent/guardian whose youngest child is enrolled in 5th grade may not serve as president.
b. 1st Vice President – The 1st Vice President assists the President and chair meetings in the absence of the President. The 1st VP is second in command of the Executive Board and is the Lead VP of the three Vice Presidents. The 1st VP shall assume the duties of the President should a vacancy occur. The 1st Vice President shall be selected by the Executive Board from the three Vice Presidents elected to office.
c. Vice President – North Nim – shall oversee and coordinate the activities of the grade level chairpersons including a chairman for Preschool. The Vice President – North Nim will recruit and coordinate volunteer schedules, communicate with the Principal and staff of North Nim.
d. Vice President – LES Primary – shall oversee and coordinate activities of the Chair people for Kindergarten, 1st Grade and 2nd Grade and shall recruit and coordinate volunteer schedules for activities within the Primary Grades.
e. Vice President – LES Secondary – shall oversee all and coordinate activities of the Chair people for 3rd Grade, 4th Grade and 5th Grade and shall recruit and coordinate volunteer schedules for activities within the Secondary Grades.
f. Recording Secretary/ Parliamentarian – Record and distribute minutes of all Executive Board meetings and all General PTO meetings, prepare agendas for official PTO meetings and hold historical records for the PTO. Shall advise the presiding officer and other officers, committees, and members on matters of parliamentary procedure and shall ensure that Robert’s Rules of Order are followed during meetings.
g. Communications Secretary – Manage communications and marketing for the PTO including, but not limited to PTO newsletters, email broadcasts, website, bulletin boards, press releases, order forms and social media, etc.
h. Lead 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, hold all financial records and coordinate the Assistant Treasurer(s). The Lead Treasurer must have a tangible accounting background and submit to a background check. Lead Treasurer may not be a 5th grade parent.
a. An Assistant Treasurer must be appointed by the Executive Board
and submit to a background check. The Assistant Treasurer is not required to hold the same tangible accounting background as the Lead Treasurer. The Assistant Treasurer’s duties will be delegated by the Lead Treasurer.
i. Grade Level Chairpersons – Shall coordinate events within their grade levels, recruit and coordinate volunteer schedules, communicate with VP’s, parents and teachers within their grade level.
Section 2 Nominations and Elections. Elections will be held at the second to last meeting of
the school year. The nominating committee shall select a candidate for each office and present the slate at a meeting held one month prior to the election. At that meeting, nominations may also be made from the floor. A ballot vote shall be taken and majority vote will pass.
Section 3 Nominating Committee shall consist of 5 members:
a. Two members shall be selected by the Executive Board from its body
b. Three shall be appointed by the president from the general membership at least 2 months prior to the election.
The nominating committee shall select its own chairman.
Section 4 Eligibility. Members are eligible for office if they are members in good standing.
Section 5 Terms of Office
All officers are elected for one (1) year and may serve no more than two
consecutive terms in the same office except the Treasurer. The Treasurer may serve up to three (3) consecutive terms in the position. Each person elected shall hold only one office at a time.
Section 6 Vacancies. If there is a vacancy in the office of president, the 1st vice president
will become the president. At the next regularly scheduled meeting, a new vice president will be elected. If there is a vacancy in any other office, members will fill the vacancy through an election at the next regular meeting.
Section 7 Removal from Office. Officers can be removed from office with cause by a two-
thirds vote of those present (assuming a quorum) at a regular meeting where previous notice has been given.
Article VII Executive Board
Section 1 The Executive Board shall consist of the officers of the Organization
and the principals of the school or designees appointed by the principals.
Section 2 The duties of the Executive Board shall be:
- To transact necessary business in the intervals between organization
b. To approve the plans of work of the standing committees;
c. To appoint an auditor to audit the treasurer’s accounts before the next
school year begins;
d. To approve routine bills
Section 3 Regular meetings of the Executive Board shall be held during the
school year. A majority shall constitute a quorum. Special meetings of
the Executive Board may be called by the president or by a majority of
the committee.
Article VIII Standing Committees
Section 1 Such standing committee’s shall be created by the Executive Board
as may be required to promote the objectives and interests of the
Organization. The chairman of the committees shall be appointed by the
president and the principals of the school.
Section 2 The chairmen of all standing committee shall present plans of work to the
Executive Board and no committee work shall be undertaken without
approval of the Executive Board.
Article IX Bylaw Amendments.
Amendments to the Bylaws may be proposed by any PTO member. Amendments presented at a PTO meeting shall be considered for voting at a subsequent meeting. 2/3 approval of all members present and voting is required to adopt an amendment to the Bylaws. The Bylaws must be reviewed every two years by a special committee appointed by the Executive Board.
Article X Parliamentary Authority.
The authority for this organization shall be “Robert’s Rules of Order Newly Revised”.
Article XI 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.
The average size of transaction(s) that would need to be considered under Louisville Elementary Schools PTO would be between $500 - $2,500.
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 Section 2b, 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 who are 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 whether 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. Alternatives should include a bidding process in which the governing board or committee shall gather minimum two (2) additional bids for comparison
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 Conflict 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 that 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 Periodic Reviews.
To ensure that 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, are based on competent survey information, and are 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 an excess benefit transaction.
Section 7 Use of Outside Experts.
When conducting the periodic reviews as provided for in Section 6, the organization may, but need not, use outside advisers. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring that periodic reviews are conducted.
Revised 4/5/16