FAST FAMILY, INC

BYLAWS

Adopted on August 28, 2017

 

Article I: NAME

The name of this organization is FAST Family, Inc.  For the purposes of these bylaws, this organization may also be referred to as “the FAST Family PTO” or “the organization.”

 

Article II: PURPOSES

Section 1:  The purposes of the FAST Family PTO are:

  1. To promote and support the education of children and youth in the school and community at Fulton Academy of Science and Technology (FAST), a public school in Roswell, Fulton County, Georgia, and in the community and country as a whole;
  2. To raise the standards of home and school life for children at FAST School and in the community;
  3. To develop and maintain a close relationship between the home, school, and community, such that parents and teachers may cooperate intelligently in the education of children and youth at FAST and in the community; and
  4. To develop among educators, faculty, parents, and the general public such united efforts as will secure for all children and youth the highest advantages in physical, mental, and social education.

Section 2: The purposes of the FAST Family PTO are promoted through advocacy and educational programs directed toward parents, teachers, and the general public; developed through meetings, committees, projects, and programs; funded through general charitable giving drives; and are governed by the basic policies set forth in Article III. 

Section 3:  This organization is organized pursuant to the Georgia Nonprofit Corporation Code.  It shall be organized and, at all times thereafter, operated exclusively for public charitable, scientific, literary, or educational uses and purposes within the meaning of section 501(c)(3) of the Internal Revenue Code or corresponding section of any future federal tax code (hereinafter “Internal Revenue Code”), for the benefit of, to perform the functions of, or to carry out the purposes of FAST in such ways as the FAST Family PTO Board shall determine at its discretion. 

 

Article III: BASIC POLICIES

The following are the basic policies of the FAST Family PTO:

  1. The organization shall be noncommercial, nonsectarian, and nonpartisan;
  2. The organization shall work with the school and community to provide quality education and educational enrichment programming for all children and youth in Roswell and elsewhere and shall seek to participate in the decision-making process establishing school policy, recognizing that the legal responsibility to make decisions has been delegated by the people to the boards of education, state education authorities, and local education authorities;
  3. The organization shall work to promote the health and welfare of children and youth at FAST and elsewhere and shall seek to promote collaboration among parents, schools, and the community at large;
  4. The organization shall work collaboratively with the administration of FAST on all projects and programs occurring within the school and/or on school grounds; 
  5. No part of the net earnings of the organization shall inure to the benefit of, or be distributed to its Officers, Committee Chairs, general members, or other private persons except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II hereof;
  6. Notwithstanding any other provisions of these bylaws, the FAST Family PTO shall not carry on any other activities not permitted to be carried on (i) by an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code or (ii) by an organization, contributions to which are deductible under Section 170 (c)(2) of the Internal Revenue Code;
  7. Upon the dissolution of the organization, after paying or adequately providing for the debts and obligations of the organization, the remaining assets shall be distributed to one or more nonprofit funds, foundations, or organizations that have established their tax-exempt status under Section 501(c)(3) of the Internal Revenue Code and whose purposes are in accordance with those of the FAST Family PTO;
  8. The organization or its PTO Board, in their official capacities, shall not, directly or indirectly, participate or intervene (in any way, including the publishing or distributing of statements) in any political campaign on behalf of, or any opposition to, any candidate for public office, or attempt to influence legislation by propaganda or otherwise;
  9. Any non-board member wishing to address the PTO Board may contact any Officer or Committee Chair with their request at least one (1) week prior to the scheduled PTO Board meeting. The non-board member will be assigned four (4) minutes at the beginning of the meeting to address the FAST Family PTO Board; 
  10. The organization shall carry general liability insurance to protect the organization’s assets.

 

Article IV: MEMBERSHIP AND DUES

Section 1:  Any parent, guardian, or other adult standing in loco parentis for a student at FAST may be a member of the FAST Family PTO and shall have voting rights upon annual payment of annual PTO membership dues to the FAST Family PTO.  The Principal, Vice Principal, and any teacher or staff member employed at the school may be a member of the FAST Family PTO and have voting rights upon payment of annual PTO Membership dues to the FAST Family PTO.  

 Section 2: The FAST Family PTO shall conduct an annual enrollment drive of members, but may admit individuals to membership at any time.

Section 3: Each membership is allowed one vote.

 

ARTICLE V: FAST FAMILY PTO BOARD

Section 1:  The FAST Family PTO Board of this organization shall consist of the President or two Co-Presidents, the Vice President, the Treasurer, the Secretary, and the Committee Chairpersons. Each member of the FAST Family PTO Board shall be a member of the FAST Family PTO.

Section 2:  The affairs of the FAST Family PTO shall be managed by the FAST Family PTO Board in the intervals between FAST Family PTO general membership meetings.  The FAST Family PTO Board shall meet no less than once per month during the academic year to conduct the regular business of the organization. 

Section 3: The FAST Family PTO Board shall serve to address all requests for removal of an Officer in the manner prescribed within these bylaws.

Section 4: The FAST Family PTO Board shall take no action in conflict with any action taken by the general membership.

Section 5:  Special meetings of the FAST Family PTO Board may be called by any member of this Board with a five (5) day notice being given to the other members of this Board.  Meetings of the FAST Family PTO Board may occur via teleconference provided that all members can hear each other at all times throughout the meeting, each speaker identifies himself or herself, and no actions to fill a vacancy or remove an Officer from office shall be conducted via teleconference.

 

ARTICLE VI: DUTIES OF THE FAST FAMILY PTO BOARD

Duties of the FAST Family PTO Board shall be:

  1. Transact all business as may be referred to it by the general membership; 
  2. Allocate funds and approve expenditures within the budget categories of the approved FAST Family PTO budget, provided that special expenditures in an amount exceeding twenty percent (20%) of the organization’s annual income shall be subject to the approval of the general membership voting at a general meeting, notice of which specifically stating the budget expenditure to be voted upon shall be given at least fourteen (14) days in advance of such vote;
  3. Create or dissolve special committees;
  4. Present a report at the regular general membership meetings of the FAST Family PTO;
  5. Select an auditor to audit the treasurer’s accounts;
  6. Prepare and submit an annual budget to the FAST Family PTO general membership for adoption;
  7. A simple majority vote of the members of the FAST Family PTO Board is necessary to conduct the general business of the FAST Family PTO Board. In the case of a tie, the President of the FAST Family PTO (or the Vice President of the FAST Family PTO if the Vice President is presiding at the meeting at which the vote is taken) shall be entitled to cast a vote regarding the issue at hand. A majority of members of the FAST Family PTO Board shall constitute a quorum for the transaction of business; 
  8. No voting by the FAST Family PTO Board is permitted on financial matters over $5,000 by proxy, email, or mail in ballot.

 

Article VII: OFFICERS AND THEIR ELECTION

Section 1: The Officers of this organization shall consist of:  

  1. Two Co-Presidents of the FAST Family PTO, who shall also serve as Chief Executive Officers (CEO) of the organization;  
  2. One Vice President of the FAST Family PTO;
  3. One Treasurer of the FAST Family PTO, who shall also serve as the Chief Financial Officer (CFO) of the organization;
  4. One Secretary of the FAST Family PTO.

Section 2:  Officers, as noted in Section 1, shall be elected in the month of April. All Officers shall be elected to a two-year (2) term.  In each election thereafter, elections shall be held only for those offices in which the term of that Officer is expiring.  

Section 3: The vote shall be conducted by ballot. Each membership is allowed one vote during the election. When there is but one candidate, the ballot for that office may be dispensed with and election held by voice vote. A majority vote of members present, assuming a quorum, shall be required for election.

Section 4: The following provisions shall govern the qualifications and eligibility of individuals to be Officers of the FAST Family PTO:

  1. Each Officer shall be a member of the FAST Family PTO;
  2. Officers are elected for two-year (2) terms;
  3. Only one member of a student’s immediate family or guardianship can be elected to the Fast Family PTO Officer positions during a school year;
  4. Each person elected shall hold only one (1) office at a time.

Section 5:  A vacancy occurring in any office shall be filled for the unexpired term by a person elected by a majority vote of the FAST Family PTO Board, notice of such election having been given to the general membership.  In case a vacancy occurs in the office of President, the Vice President shall serve as acting President until such time as a new President can be elected by the FAST Family PTO Board.  If an elected Board Member or Committee Chairperson decides to resign, the resignation must be made in writing to the full FAST Family PTO Board.

Section 6: There shall be a nominating committee composed of three (3) members approved by the FAST Family PTO Board. The nominating committee members shall include two (2) parent members and one (1) faculty/staff member.

  1. All members of the nominating committee shall be members of the FAST Family PTO; 
  2. The nominating committee shall elect its own Chairperson;
  3. The nominating committee shall nominate at least one (1) eligible person for each office and report the nominees to the general membership at the election meeting in April, at which time, additional nominations may be made from the floor;
  4. Only those individuals who are current members of the FAST Family PTO and have signified their consent to serve if elected shall be nominated for, or elected to such office;
  5. Any incoming potential member who wishes to be nominated to an office must consent to join this organization and serve if elected;
  6. The slate of proposed Officers shall be posted in the school office one (1) week prior to the election meeting;
  7. Officers of the FAST Family PTO are not eligible to serve on the nominating committee.
  8. Nominating committee members may not run for an office in the election that they are overseeing.

 

ARTICLE VIII: DUTIES OF OFFICERS

Section 1: The Co-Presidents shall:

  1. Preside at all meetings of the FAST Family PTO;
  2. Coordinate the work of the Officers and committees of the FAST Family PTO in order that the purposes of the organization may be promoted;
  3. Appoint special committees;
  4. Be a signatory on all financial accounts of the FAST Family PTO;
  5. Maintain and account for all FAST Family PTO debit card purchases.  The President will be personally liable for any spending on the debit card that is not authorized by the FAST Family PTO Board;
  6. Sign and execute all contracts, agreements, or other obligations in the name of the FAST Family PTO as authorized by the FAST Family PTO Board;
  7. Attend the monthly School Governing Board meeting (or successor council or entity), represent the FAST Family PTO Board at such monthly meeting, and report back to the FAST Family PTO Board on business conducted at such monthly School Governing Board meeting;
  8. Upon leaving office, the most Senior Co-President and the Treasurer shall assist the incoming Co-President in the preparation of the initial budget of the succeeding Co-President’s term and shall attend the first general membership meeting of the fiscal year following the end of the outgoing Co-President’s final term to answer questions regarding the previous year’s budget; 
  9. Perform such other duties as may be provided for by these bylaws, prescribed by parliamentary authority, or directed by a vote of the FAST Family PTO Board.

Section 2:  The Vice President shall:

  1. Act as an aide to the Co-Presidents;
  2. Be a signatory on all financial accounts of the FAST Family PTO and sign checks for the organization in the absence of either Co-President;
  3. Attend the monthly School Governing Board meeting (or successor council or entity) in the event neither Co-President is able to attend, represent the FAST Family PTO Board at such monthly meeting, and report back to the FAST FAMILY PTO Board on business conducted at such monthly School Governing Board meeting;
  4. Call the meeting to order and preside at meetings in the absence of the Co-Presidents, unless the bylaws specify otherwise, and preside until a temporary chair is elected;
  5. Perform such other duties as may be provided by these bylaws or directed by the Co-Presidents or the FAST Family PTO Board. 

Section 4: The Secretary shall:

  1. Record the minutes of each FAST Family PTO general meeting and formal meetings of the FAST Family PTO Board;
  2. Distribute copies of the minutes for posting within two (2) weeks of the meeting date on the FAST website or provide hard copies of the minutes upon request to members of the PTO;
  3. Have minutes from previous meetings available for reference at each meeting;
  4. Have a copy of the current bylaws available for reference at each meeting;
  5. Determine the presence of a quorum prior to any business being conducted;
  6. Call the meeting to order in the absence of the Co-Presidents or the Vice President, unless the bylaws specify otherwise, and preside until a temporary chair is elected;
  7. Oversee the PTO social media pages and website and submit all publicity and marketing materials to local media outlets and organizations;
  8. Be a signatory on all financial accounts of the FAST Family PTO and sign checks for the organization in the absence of the Co-Presidents;
  9. Perform any other duties as may be provided for by these bylaws or directed by the Co-Presidents, the Vice President, or the FAST Family PTO Board. 

Section 5: The Treasurer shall:

  1. Have custody of the funds of the FAST Family PTO;
  2. Maintain a full account of the funds of the FAST Family PTO;
  3. Make disbursements as authorized by the Co-Presidents or the Vice President, or the FAST Family PTO Board in accordance with the budget adopted by the FAST Family PTO Board;
  4. Have checks or vouchers signed by two people: the treasurer and one (1) other FAST Family PTO Officer. Individuals authorized to sign checks shall not be related to each other by marriage or any other relationship;
  5. Never sign a blank check;
  6. Pay all bills by check or credit card (but only if written confirmation and receipt is received) –never by cash;
  7. Never deposit funds of the FAST Family PTO in a personal account or a school account;
  8. Always issue a receipt for cash received;
  9. Maintain a full and accurate account of the receipts and disbursements in the books belonging to the FAST Family PTO;
  10. Be prepared to answer all questions promptly and to have records available at all meetings, but in no event later than forty-eight (48) hours upon request for information or inquiry;
  11. Provide a written financial statement at each meeting of the general membership or FAST Family PTO Board;
  12. Present an annual report of the financial condition of the FAST Family PTO;
  13. Have the accounts examined annually at the end of the school year or upon the change of treasurer by an auditor;
  14. Not sign checks for the FAST Family PTO after the books are closed for audit other than for budgeted items approved as summer expenses or for emergency funding when approved by the FAST Family PTO Board;
  15. In issuing checks for “summer expenses”, “summer expenses” shall be defined as PTO expenses occurring during the months of June, July and August. These include, but are not limited to, expenses related to PTO events and programs for the upcoming school year that cannot wait for approval of the upcoming budget;
  16. Resume regular, non-summer expense, check writing once the annual budget has been approved at the beginning of the school year;
  17. Report the findings of the annual audit to the FAST Family PTO members no later than the next general meeting after the findings of the annual audit become available;
  18. Maintain accurate records with the Georgia Secretary of State’s Office regarding the FAST Family PTO’s incorporation status, and pay all dues and fees related to incorporation in a timely manner;
  19. Determine the gross receipts for the previous fiscal year and file the appropriate federal tax form(s) with the IRS;
  20. Reconcile bank statements monthly and have the statements reviewed, signed, and dated by a member of the FAST Family PTO Board. This member of the FAST Family PTO Board shall not be related to the treasurer by marriage or any other relationship;
  21. Perform such other duties as may be provided for by these bylaws, or directed by the Co-Presidents, the Vice President, or the FAST Family PTO Board. 

 

ARTICLE IX: REMOVAL FROM OFFICE

Section 1: Any action regarding the process for removal of an Officer from an office shall not be conducted by videoconference or teleconference.

Section 2: Request for Removal.

  1. Any member of this organization can request that an Officer of the FAST Family PTO Board be removed from office. A written request for the removal of an Officer of the FAST Family PTO Board must be sent to all members of the FAST Family PTO Board and shall state the reasons for removal;
  2. Within seven (7) days of receiving the written request for removal from office, the FAST Family PTO Board shall meet to determine by 2/3 vote whether or not to hold a hearing based solely upon the information presented in the written request.  The Officer subject to removal shall abstain from this vote;
  3. This FAST Family PTO Board shall communicate its decision in writing within three (3) days to the member who submitted the request.

 

Section 3: Hearing.

  1. Prior to a vote for removal from office, the FAST Family PTO Board Officer is entitled to a hearing before the FAST Family PTO Board. This hearing may be requested by any member of the FAST Family PTO Board, including the Officer subject to removal;
  2. A hearing for the removal of an Officer shall be held within seven (7) days of the receipt of request for a hearing;
  3. The elected Officer of the FAST Family PTO Board subject to removal shall be notified in writing no later than five (5) days prior to the hearing. If the Officer subject to removal fails to appear, that individual’s rights for a hearing are forfeited;
  4. Based on information presented at the hearing, the FAST Family PTO Board may, by 2/3 vote, recommend removal from office. The Officer subject to removal shall abstain from this vote.

Section 4:  Action. After the hearing of the FAST Family PTO Board, any recommendation for removal from office must be submitted to the general membership for action at a special called membership meeting. An Officer may be removed by 2/3 vote of the membership present and voting, a quorum having been established.

 

ARTICLE X: COMMITTEE CHAIRS 

Section 1: The FAST Family PTO Board will also include Committee Chairs.  The FAST Family PTO Officers may recruit Committee Chairs to assist in areas such as: Events, Community Outreach, Fundraising/Membership, Academic Enrichment, Marketing and School Support. These are elected Officer Positions for one-year terms.

Section 2:  Each Committee shall have one Chairperson and each Committee Chairperson shall have one vote on PTO matters.

Section 3:  Only members of the FAST Family PTO shall be eligible to serve on any PTO committee.

Section 4: The FAST Family PTO Board may create or dissolve such committees as it deems necessary to promote the purposes of the FAST Family PTO.

Section 5: The Chairperson for each Committee shall present a plan of work to the FAST Family PTO Board for approval.  No Committee work shall be undertaken without the approval of the FAST Family PTO Board.

Section 6: Any vacant Committee Chairperson positions after the election will be appointed by the FAST Family PTO Board. 

 

ARTICLE XI: DUTIES OF COMMITTEE CHAIRS

Duties of the Committee Chairs shall:

  1. Act as an aide to the Co-Presidents and Vice President;
  2. Coordinate the work of all members and committees serving within the area of each Chairperson’s responsibility (Events, Community Outreach, Fundraising/Membership, Academic Enrichment, Marketing, School Support, etc.) and report back to the FAST Family PTO Board regarding the progress and issues with each area of responsibility;
  3. Stay within the confines of the budget allocated to their committee; 
  4. Appoint members of such committee; 
  5. Approve the work of such committee;
  6. Present committee plans to the FAST Family PTO Co-Presidents at least one (1) week prior to the regularly scheduled meeting of the FAST Family PTO Board;
  7. Perform such other duties as may be provided for by these bylaws or directed by the Co-Presidents, the Vice President or the FAST Family PTO Board.

 

ARTICLE XII: FINANCES AND PTO AUDIT

Section 1:  A tentative budget shall be drafted and posted on the FAST Family PTO website in the Fall for each school year and approved by a majority vote of the members present at the first general membership meeting of the year.  Thereafter, the FAST Family PTO Board shall approve all expenses of the organization.  Two authorized signatures shall be required on each check.  Authorized signers shall be one of the Co-Presidents, the Vice President, the Treasurer and the Secretary. 

Section 2:  The Treasurer shall keep accurate records of any disbursements, income, and bank account information.  The Treasurer shall prepare a financial statement at the end of the year for the PTO audit.  The PTO audit is a financial review that involves following financial transactions through records to be sure that receipts have been properly accounted for and expenditures made as authorized by the general membership or FAST Family PTO Board.  An annual audit shall take place at the end of the school year. In addition, an additional audit shall take place upon the vacancy of the treasurer’s position before the new Officer assumes his or her duties, or upon the request of a member of the FAST Family PTO Board.

Section 3: The purpose of an audit is:

  1. To certify the accuracy of the books and records of the treasurer; and
  2. To assure the membership that the FAST Family PTO resources/funds are being managed in accordance with the FAST Family PTO budget, financial policies, and procedures.

Section 4: An auditor shall be selected by the FAST Family PTO Board no later than two weeks prior to the end of the school year. An auditor shall not be related to any signers on the checking account by marriage or any other relationship.

Section 5: The annual audit report must be signed, dated, and available to the general membership upon request and included in the minutes of the Secretary.

Section 6: The outgoing Officers cannot sign checks for the FAST Family PTO after the books are closed for audit.  All cash receipts received on behalf of the FAST Family PTO must be counted in the presence of two (2) or more adult individuals.  No one under the age of eighteen (18) years of age shall be permitted to handle money or cash receipts for the organization.

 

ARTICLE XIII:  GENERAL MEMBERSHIP MEETINGS

Section 1: At least two (2) regular general membership meetings of the FAST Family PTO shall be held during the school year.  One (1) meeting will be held in the Fall and one will be held in the Spring.  Dates and times of meetings shall be determined by the FAST Family PTO Board and announced at least two (2) weeks prior to the meeting. A three (3) day notice shall be given of a cancellation or change in date or time unless emergency conditions prevent such notice being given. Meetings by teleconference, video conference, or internet shall be prohibited.

Section 2:  Special meetings of the FAST Family PTO may be called by a majority of the FAST Family PTO Board, with a three (3) day notice being given.

Section 3: The election meeting shall be held in April

Section 4: The last board meeting of the FAST Family PTO during the school year shall be known as the annual “Officer Transition Meeting.”

Section 5: The privilege of making motions, debating, and voting shall be limited to validly registered members of the PTO for the current membership year.

Section 6: Twenty (20) members shall constitute a quorum for the transaction of business in any meeting of the general membership of the FAST Family PTO and, upon establishing a quorum, a simple majority is required to pass a measure, except in cases identified within these by-laws requiring a 2/3 majority.

Section 7: Any voting member of the PTO may request that roll be taken immediately after a vote on a motion to confirm only one (1) vote per registered member has been cast. Roll will be taken only if it is evident that unauthorized votes may alter the result of the motion.

 

ARTICLE XIV: FISCAL YEAR AND IRS FORMS

Section 1: The fiscal year of the FAST Family PTO shall begin on July 1 and end on the following June 30.

Section 2:  The FAST Family PTO shall make available for review to the public copies of any IRS form 1023 and copies of any IRS Forms 990, 990N, or 990EZ filed by the FAST Family PTO for the most recent three (3) years, upon request.

 

ARTICLE XV: PARLIAMENTARY AUTHORITY

Robert’s Rules of Order shall govern meetings when they are not in conflict with the organization’s bylaws.

 

ARTICLE XVI: STANDING RULES

Standing rules may be approved by the FAST Family PTO Board and the Secretary shall keep a record of the standing rules for future reference.

ARTICLE XVII: DISSOLUTION

The organization may be dissolved with previous notice of the intent to dissolve being given to the entire general membership.  Once a quorum has been established, a vote of 2/3 of the general membership present is sufficient to dissolve this organization. Following dissolution, the organization shall follow the bylaws regarding the proper distribution of assets for a 501(c)(3) organization.

ARTICLE XVIII: AMENDMENTS

These bylaws may be amended at any regular or special meeting of the general membership providing that previous notice was given in writing at least fourteen (14) days before the date of the scheduled meeting. Notice may be given by mail, email, or fax, but must state the nature of the proposed amendments. Amendments will be approved by 2/3 vote of the general membership present, once a quorum has been established.

 

ARTICLE XIX: 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 Committee Chair 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

  1. Interested Person. Any Officer or Committee Chair with governing board-delegated powers who has a direct or indirect financial interest, as defined below, is an interested person;
  2. Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
    1. An ownership or investment interest in any entity with which the organization has a transaction or arrangement;
    2. A compensation arrangement with the organization or with any entity or individual with which the organization has a transaction or arrangement;  
    3. 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 substantial.

A financial interest is not necessarily a conflict of interest. Under Section 3b of this Article XIX, a person who has a financial interest may have a conflict of interest only if the FAST Family PTO Board decides that a conflict of interest exists. 

Section 3: Procedures.

  1. 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 attend a FAST Family PTO Board meeting in order to disclose all material facts to the FAST Family PTO Board and members of committees with governing board-delegated powers who are considering the proposed transaction or arrangement.
  2. 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 FAST Family PTO Board meeting while the determination of a conflict of interest is discussed and voted upon. The remaining PTO Board Members shall decide whether a conflict of interest exists.
  3. Procedures for Addressing the Conflict of Interest.  
  1. An interested person may make a presentation at the FAST Family PTO Board 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;
  2. The Co-Presidents shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement; 
  3. After exercising due diligence, the FAST Family PTO Board 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;
  4. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the FAST Family PTO Board shall determine by a majority vote of the disinterested person 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. 

 

  • Violations of the Conflict of Interest Policy.

 

  1. If the FAST Family PTO Board 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;
  2. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the FAST Family PTO Board 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 FAST Family PTO Board with board-delegated powers shall contain:

  1. 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 FAST Family PTO Board’s decision as to whether a conflict of interest in fact existed;
  2. 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.

  1. A member of the FAST Family PTO Board who receives compensation, directly or indirectly, from the organization for services is precluded from voting on matters pertaining to that member’s compensation;
  2. A 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;
  3. No member of the FAST Family PTO Board, whose jurisdiction includes 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 FAST Family PTO Board Member with FAST Family PTO Board-delegated powers shall annually sign a statement which affirms that such person:

 

  • has received a copy of the conflict of interest policy
  • has read and understood the policy
  • has agreed to comply with the policy
  • understands that the organization is charitable and that, in order to maintain its federal tax exempt status, it must engage primarily in activities which accomplish one (1) or more of its tax-exempt purposes. 

Section 7: 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:

  1. Whether compensation arrangements and benefits are reasonable, are based on competent survey information, and are the result of arm’s length bargaining;
  2. 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 the inurement, impermissible private benefit, or an excess benefit transaction.

Section 8: Use of Outside Experts. When conducting the periodic reviews as provided for in Section 7 of this Article XIX, the organization may, but need not, use outside advisers. If outside experts are used, their use shall not relieve the FAST Family PTO Board of its responsibility for ensuring that periodic reviews are conducted.