Article II
Members

• The parents or legal guardians of a child enrolled at Heatherwood Elementary School and the faculty and staff of Heatherwood Elementary School shall constitute the membership of the PTO. There will be no membership fee to join the Corporation.

Article III
Directors

1. Appointment and Election. The business and property of the Corporation shall be managed and controlled by a Board of Directors. The initial Directors are those persons named in the Articles of Incorporation. A Director may serve on the Board of Directors until his or her death, resignation, or removal, or expiration of his or her term. The term of office for directors shall be fourteen (14) months commencing in April and ending June 30th of the following calendar year. Directors shall be elected by the members of the PTO in April and may serve successive terms.
    
2. Number. The number of Directors of the Corporation shall be six (6), but such number may be increased or decreased by amendment to these Bylaws. When the number of Directors is so decreased by amendment adopted by the Board of Directors, each Director in office shall serve until his or her term expires, or until his or her death, resignation or removal.
    
3. Resignation. Any Director may resign at any time by giving written notice of such resignation to the Board of Directors.
    
4. Removal. Directors may be removed at any meeting of the Board of Directors, with or without cause, by a vote of the majority of Directors other than the Director with respect to whom such vote is taken.
    
5. Vacancies. Any vacancy in the Board of Directors occurring during the year, including a vacancy created by an increase in the number of Directors made by the Board of Directors, may be filled by the Directors then serving, although less than a quorum, by affirmative vote of the majority. Any Director so elected by the Board of Directors shall hold office until his or her death, resignation, expulsion or end of term.
    
6. Annual Meetings. The Directors shall meet annually at the principal office of the Corporation for the purpose of organization, reviewing the annual report described in Section 14 of this Article, the transaction of other business, and, if a quorum of the Directors be then present, no prior notice of such meeting shall be required to be given. The place and time of such first meeting may, however, be fixed by written consent of all the Directors.
    
7. Special Meetings. Special meetings of the Board of Directors may be called by either the Faculty or Parent Co-Chairperson and must be called by one of them on the written request of any member of the Board.
    
8. Notice of meetings. Notice of all Directors' meetings, except as otherwise provided, shall be given to every Director at least twenty four (24) hours before the time of the meeting, stating the date, time, and place of the meeting. The notice need not describe the purpose of the meeting. Notice may be given orally to the Director, personally or by telephone or other wire or wireless communication. Notice may also be given in writing by telegraph, teletype, electronically transmitted facsimile, electronic mail, mail, or private carrier. Notice shall be effective at the earliest of the time it is received; five days after it is deposited in the United States mail, properly addressed to the last address for the Director shown on the records of the Company, first class postage prepaid; or the date shown on the return receipt if mailed by registered or certified mail, return receipt requested, postage prepaid, in the United States mail and if the return receipt is signed by the Director to which the notice is addressed.
    
9. Chairperson. At all meetings of the Board of Directors, the Faculty or Parent Co-Chairperson, or in their absence a chairperson chosen by the Directors present, shall preside.
    
10. Quorum. At all meetings of the Board of Directors, a majority of the Directors shall be sufficient to constitute a quorum for the transaction of business and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by these Bylaws. If at any meeting there is less than a quorum present, a majority of those present may adjourn the meeting without further notice to any absent Director, and may take such other and further action as is provided in Article IV, Section 4, of these Bylaws.
     
11. Contracts and Services. The Directors and officers of the Corporation may be interested directly or indirectly in any contract relating to or incidental to the operations conducted by the Corporation, and may freely make contracts, enter transactions, or otherwise act for and on behalf of the Corporation, notwithstanding that they may also be acting as individuals, or as trustees of trusts, or as agents for other persons or corporations, or may be interested in the same matters as shareholders, directors, or otherwise; provided, however, that any contract, transaction, or act on behalf of the Corporation in a matter in which a Director or officer is personally interested shall be at arm's length and not violative of any provision in these Bylaws or the Corporation’s Articles of Incorporation; and provided further that no contract, transaction, or act shall be taken on behalf of the Corporation which would result in the denial of the tax exemption under Section 503 or Section 507 of the Internal Revenue Code or 1986, as amended (the "Code") and Treasury Regulations thereunder, as they now exist or as they may be amended ("Regulations"). In no event, however, shall any person or other entity dealing with the Directors or officers be obligated to inquire into the authority of the Directors and officers to enter into and consummate any contract, transaction, or other action.
     
12. Compensation. Directors shall not receive any stated salary for their services, but by resolution of the Board a fixed reasonable sum or expenses of attendance, if any, or both, may be allowed for attendance at each annual or special meeting of the board. The Board of Directors shall have power in its discretion to contract for and to pay to Directors rendering unusual or exceptional services to the Corporation special compensation appropriate to the value of such services.
     
13. Powers. All the corporate powers, except such as are otherwise provided for in these Bylaws and in the laws of the Colorado, shall be vested in the Board of Directors. The Board of Directors may by general resolution delegate to committees of their own number, or to officers of the Corporation, such powers as they may see fit.
     
14. Duties. The Board of Directors or a Committee or officer designated by the Board of Directors shall annually prepare a report, verified by the Faculty or Parent Co-Chairperson and Treasurer or by a majority of the Directors, to be presented at the annual meeting of the Board of Directors, showing in appropriate detail the following: (a) the assets and liabilities, including the donated funds, of the Corporation as of the end of the fiscal year; (b) the principal changes in assets and liabilities, including donated funds, during the year immediately preceding the date of the report; (c) the revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, for the year immediately preceding the date of the report; (d) the expenses or disbursements of the Corporation, for both general and restricted purposes, during the year immediately preceding the date of the report, (e) the names and addresses of the current Board of Directors and officers. The annual report of Directors shall be filed with the records of the Corporation.

Article IV
Officers

1. Number. The officers of the corporation shall consist of the Faculty and Parent Co-Chairpersons, the Vice Chairperson, the Secretary, the Treasurer, the Past Co-Chairpersons, a representative from the School Improvement Team, and the Principal. These members shall perform the duties prescribed in these Bylaws and be the parliamentary authority of the PTO.
    
2. Election. The term of office for officers shall be fourteen (14) months commencing in April and ending June 30th of the following calendar year. The Chairperson, Faculty and Parent Co-Chairpersons, Vice-Chairperson, Secretary and Treasurer shall be elected by the members of the PTO in April.
    
3. Vacancy. A vacancy occurring in an office may be filled by a vote of the Directors at its next regular meeting, by special session or by appointment of Directors.
    
4. Officers. The officers shall have general supervision of the affairs of the PTO between its business meetings, fix the day, hour and place of the meetings, make recommendations to the PTO and perform other duties as are specified by these bylaws.
    
5. Chairperson. The Faculty or Parent Co-Chairperson shall preside at all meetings of the PTO, prepare and distribute an agenda for all meetings of the PTO, coordinate the work of the officers and Committee Chairpersons, and present a written summary of the activities of the PTO at the meeting in May.
    
6. Vice-Chairperson. The Vice-Chairperson shall perform all the duties of the Chairperson in his/her absence, and assist the Chairperson as necessary. The Vice-Chairperson shall, with a member-at-large appointed by the Chairperson, tally and report the result of the election, and introduce the newly elected officers at the April meeting.
    
7. Secretary. The Secretary shall keep a record of all meetings of the PTO, file copies of the minutes, handle correspondence as delegated, and keep copies of all written committee reports.
    
8. Treasurer. The Treasurer shall receive all monies of the Corporation, keep accurate records of the receipts and expenditures, plan the budget for the year, distribute funds as authorized by the PTO or the Directors, present a written financial report of the Corporation at all monthly meetings, be prepared for an audit of the books at any time by two (2) members of the PTO appointed by the Directors, and present a written summary of the financial activity at the end of the fiscal year.
    
9. Principal and Faculty Co-Chairperson. . The Principal and the Faculty Co-Chairperson shall act as liaison between the PTO and the faculty and staff of Heatherwood Elementary School, provide PTO with periodic reports on programs and projects, as well as general information, and assist faculty and staff with presentation of budget requests to PTO.
    
10. SIT Representative. The representative elected or appointed by the School Improvement Team shall represent the SIT and provide the PTO with periodic updates on SIT projects.
     
11. Salary. Officers shall not receive any salary for their services.
     
12. Removal. Any officer may be removed from office by the affirmative vote of two thirds of all the Directors at any regular or special meeting called for that purpose, for conduct detrimental to the interests of the Corporation, for lack of sympathy with its objects, or for refusal to render reasonable assistance in carrying out its purposes. Any officer proposed to be removed shall be entitled to at least five days' notice in writing by mail of the meeting of the Board of Directors at which such removal is to be voted upon and shall be entitled to appear before and be heard by the Board of Directors at such meeting.

Article V
Agents and Representatives

• The Board of Directors may appoint agents and representatives of the Corporation with powers and to perform acts or duties on behalf of the Corporation as the Board of Directors may see fit, so far as may be consistent with these Bylaws, to the extent authorized by law.

Article VI
Contracts, Loans, Checks and Deposits

1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
    
2. Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority maybe general or confined to specific instances.
    
3. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officers or agents of the corporation and in such manner as shall be determined by resolution of the Board of Directors.
    
4. Deposits. All funds of the corporation not otherwise employed shall be deposited to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
    
5. Gifts. . The Board of Directors may accept on behalf of the Corporation any contribution, gift or bequest for any purpose of the Corporation.

Article VII
Voting Upon Shares of Other Corporations

• Unless otherwise ordered by the Board of Directors, the Co-Chairpersons shall have full power and authority on behalf of the Cor-poration to vote either in person or by proxy at any meeting of shareholders of any corporation in which this Corporation may hold shares, and at any such meeting may possess and exercise all of the rights and powers incident to the ownership of such shares which, as the owner, this Corporation might have possessed and exercised if present. The Board of Directors may confer like powers upon any other person and may revoke any such powers as granted at its pleasure.

Article VIII
Fiscal Year

• The fiscal year of the Corporation shall commence on July 1 of each year (other than its first year of existence) and end on June 30.

Article IX
Prohibition Against Sharing in Corporate Earnings

• No Director, officer, employee, committee member, or other person connected with the Corporation, or any other private individual shall receive at any time any of the net earnings or pecuniary profit from the operations of the Corporation, provided that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the Corporation in effecting any of its purposes as shall be fixed by the Board of Directors. No such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Corporation. All members of the Corporation shall be deemed to have expressly consented and agreed that upon such dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the assets of the Corporation then remaining in the hands of the Board of Directors, after all debts have been satisfied, shall be distributed in such amounts as the Board of Directors may determine or as may be determined by a court of competent jurisdiction upon application of the board of Directors, exclusively to charitable, religious, scientific, literary, or educational organizations which would then qualify under the provisions of Section 501(c)(3) of the Code and the Regulations thereunder.

Article X
Investments

• The Corporation shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Board of Directors, without being restricted to the class of investments which a Director is or may be permitted by law to make or any similar restriction, provided, however, that no action shall be taken by or on behalf of the Corporation if such action is a prohibited transaction or would result in the denial of the tax exemption under Section 503 or Section 507 of the Code.

Article XI
Amendments

• Except as otherwise provided by law, the Board of Directors shall have power to make, alter, amend, and repeal the Bylaws of the Corporation by affirmative vote of a majority of the Board at a regular meeting of the Board. No such action shall be effective unless and until such action is approved by a majority of the members present at a subsequently scheduled regular meeting of the PTO.

Article XII
Exempt Activities/Expenditures

• Notwithstanding any other provision of these Bylaws, no Director, officer, employee, or representative of this Cor-poration shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Code, or by an organization contributions to which are deductible under Section 170(c)(2) of the Code.

CERTIFICATE

• I hereby certify that the foregoing Bylaws, consisting of eight (8) pages, including this page, constitute the Bylaws of Heatherwood Parent Teacher Organization, adopted by the Board of Directors of the Corporation as of March 8, 2000.

If you have questions or would like more information, please call the PTO Treasurer, whose number can be obtained from the Heatherwood Student Directory or by calling the school office at 303-530-1234.