ARTICLE ONE

NAME

This corporation, as incorporated and existing under and by virtue of the Illinois General Not for Profit

Corporation Act of 1986, as amended, shall be named Kaneland Harter Middle School Parent Teacher

Organization, which shall be referred to as HMS‐PTO, unless otherwise stated, throughout the remainder of

these bylaws.

ARTICLE TWO

OFFICES

The principal office of this corporation will be located at Kaneland Harter Middle School, 1601 Esker

Drive, Sugar Grove, IL, Kane County, Illinois. The corporation may have other offices designated by its members

or its executive board.

ARTICLE THREE

PURPOSE STATEMENT

To enhance our children's educational environment by fostering a sense of support, pride, and

enthusiasm through the cooperative efforts of parents, students, faculty, and administrators. To provide

resources that will stimulate the growth of our children and secure the highest advantages in physical, mental,

and social education. The HMS‐PTO exists to accomplish these goals by serving as a communication liaison,

and through fund raising endeavors.

ARTICLE FOUR

POLICIES

Section 1. HMS‐PTO shall be non-commercial, non-sectarian, non-partisan and not-for-profit. It shall not

endorse a commercial enterprise or a political candidate. Said organization is organized exclusively for charitable,

religious, educational, and scientific purposes, including, for such purposes, the making of distributions to

organizations that qualify as exempt organizations under section 501 (c) (3) of the Internal Revenue Code, or

corresponding sections of any future federal tax code.

Section 2. The name of HMS-PTO and the names of its officers in their official capacities shall not be used

in any connection with a commercial concern or with any partisan interest or for any purpose other than the

objectives of HMS-PTO.

Section 3. HMS-PTO shall not seek to direct the administrative activities of the school, the school board

or their policies. No Part of the net earnings of this organizations shall inure to the benefit of, or be distributable

to, its members, trustees, officers 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 the objectives clause hereof. No substantial part of the activities of this

organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and

this organization shall not participate in, or intervene in (including the publishing or distribution of

statements) any political campaign on behalf of any candidate for public office.

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Notwithstanding any other provision of this document, this organization shall not carry on any other activities not

permitted to be carried on (a) by an organization exemptfromfederal income tax undersection 501 (c) (3) ofthe Internal

Revenue Code, or corresponding section of any future federal code, or (b) by an organization, contributions to which

are deductible undersection 170 (c)(2) ofthe Internal Revenue Code, or corresponding section of any future federal tax

code.

Section 4. In the event the HMS-PTO dissolves, all outstanding HMS-PTO bills shall be paid and

any/all remaining assets must be given to the HMS Principal or Assistant Principal for HMS educational use.

Upon dissolution of this organization, assets shall be distributed for one or more exemptpurposeswithin the

meaning of section 50 “cy (3)ofthe Internal Revenue Cocle,cir corresponding section of any future federal

tax code, of shall be distributed to the federal government, or to a state or local government, for public

purpose. Any such assets not disposed of shall be disposed of by the Court of Common Please ofthe county in

which the principal office ofthe organization is then located, exclusively for such purposes or to such

organization or organizations, as said Court shall determine, which are organized and operated exclusively for

such purposes.

ARTICLE FIVE

MEMBERSHIP

Section 1. Qualifications and Dues. All parents/legal guardians, administration, faculty and staff of

Kaneland Harter Middle School are PTO members with voting rights. There will be no fees or dues collected

from a HMS‐PTO member. Elections are held at the April meeting.

Section 2. Property Rights. No member will have any right, title, or interest in any of the property or

assets, including any earnings or investment income of this corporation, nor will any of the property or assets

be distributed to any member on its dissolution or winding up.

Section 3. Liability of Member. No member of this corporation will be personally liable for any of its

debts, liabilities, or obligations, nor will any member be subject to any assessment.

ARTICLE SIX

DIRECTORS

Section 1. Number. The authorized number of directors of this corporation is six. The Principal or

Assistant Principal is faculty at the middle school and shall attend HMS-PTO meetings and shall serve as the

sixth director.

Section 2. Qualifications of Directors. Directors must be members of the corporation.

Section 3. Term of Office. The directors named in the Articles of Incorporation as the first board of

directors will hold office until the first annual meeting of the directors, when an election of directors will be held.

After that, the term of office of each director will be one year, until the next annual meeting of members

following the director's election and until the qualification of a successor in office.

Section 4. Powers. Except as otherwise provided in the Articles of Incorporation, or Bylaws, the

powers of the corporation will be exercised, its properties controlled, and its affairs conducted by the board of

directors, which may, however, delegate the performance of any duties or the exercise of any powersto

officers and agents which the board, by resolution, designates.

3 Kaneland Harter Middle School PTO

Section 5. Replacement of Directors.

(a) Whenever a vacancy exists on the board of directors, whether by death, resignation, or

otherwise, the vacancy will be filled by appointment of a new director by the president of the corporation, and

if that power is not exercised within fourteen (14) days after the president receives notice of the

vacancy, by appointment by a majority of the remaining directors at a regular or special meeting of the

board. Any person appointed or elected to fill the vacancy of a director will have the same qualifications as

were required of the director whose office was vacated.

(b) Any person appointed or elected to fill a vacancy in the board of directors will hold office for

the unexpired term of his or her predecessor in office.

Section 6. Compensation. No member of the board of directors will receive compensation from the

corporation.

Section 7. Liability of Directors. The directors of this corporation will not be personally liable for its

debts, liabilities, or other obligations.

ARTICLE SEVEN

CONTRACTS, CHECKS, DEPOSITS, AND FUNDS

Section 1. Contracts. The board of directors may authorize any officer or officers, agent or agents of

the corporation, in addition to the officersso authorized by these bylaws, to enter into any contract or to

execute and deliver any instrument in the name of and on behalf of the corporation. This authority may be

general, or confined to specific instances. The authorization should be passed by resolution.

Section 2. Gifts and Contributions. The board of directors or the executive board may:

(a) Accept on the behalf of the corporation any contribution, gift, bequest, or devise of any type of

property ("donations"), for the general and special charitable purposes of the corporation, , on

terms approved by the board or committee;

(b) Collect and receive the income from funds or property;

(c) Devote the principal orincome fromdonationsto charitable purposes designated by the board(s);

Section 3. Deposits. All funds of the corporation must be deposited to the credit of the

corporation in banks or other depositaries selected by the board of directors.

Section 4. Checks, Drafts, Orders for Payment. All checks, drafts, or orders for the payment of

money, notes, or other evidences of indebtednessissued in the name of the corporation will be

signed by the officer or officers, agent or agents of the corporation and in the manner

determined by resolution of the board of directors. In the absence ofsuch determination, these

instruments will be signed by the treasurer or an assistanttreasurer, and countersigned by the

president, vice‐president orsecretary of the corporation. All expenditures over $1000 must be

approved by a vote of the Board at a meeting of the HMS‐PTO.

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ARTICLE EIGHT

BOARD OF DIRECTORS, OFFICERS AND ELECTIONS

Section 1. Officersshall include a President or Co-Presidents, Vice-President, Secretary, and Treasurer.

The officers shall be known as the Executive Board.

Section 2. Nominations for Officers shall be called for at the February and March meetings.

Section 3. Elections shall be held by ballot in April for the office of President(s), Vice-President,

Treasurer and Secretary to serve a one-year term. To become eligible for the elected position of

HMS-PTO President(s) or Vice-President, an individual must be an active HMS-PTO member and

have attended at least fifty percent of the monthly meetings. Any/all interested incoming sixth

grade parents can be nominated and/or elected to any PTO Executive Board positions. Newly

elected officers shall assume their duties at the end of the presentschool year with the exception of

Treasurer who will assume his/her new position on June 15th, or at the time the books are

reconciled with the May bank statement, whichever comesfirst.

Section 4. The Board of Directors shall appoint vacancies of any officers between elections.

ARTICLE NINE

DUTIES OF THE BOARD OF DIRECTORS

Section 1. The President(s)shall preside over all HMS-PTO and Executive Board meetings. Emergency

financial decisions (not to exceed ($500.00) prior to a board meeting must be approved with the

consensus of the Executive Officers (President(s), Vice President, Secretary, and Treasurer).

Section 2. The Vice-President shall preside over all HMS-PTO and Executive Board meetings in the

absence of the President and take accurate minutes in the absence of the Secretary.

Section 3. The Secretary shall keep accurate minutes of all HMS-PTO and Executive Board meetings and

shall be responsible fortaking nominations during election season. The Secretary shall maintain the

Bylaws and have them available at each meeting. The Secretary shall distribute the HMS-PTO

minutes to all active board members at least one week prior to the next HMS-PTO meeting with

the exception of the May minutes, which must be distributed before the last day of school. The

Secretary shall read the minutes (or motion to waive the reading) at the beginning of each

meeting.

Section 4. The Treasurer shall be responsible for the immediate deposit of all HMS-PTO monies and

keep accurate records of receipts and expenditures including a ledger listing checks, deposits, fees

and interest for each budgeted account. The Treasurer shall pay out any funds authorized by the

HMS-PTO Board as indicated in Article Ten, Section 4 of these Bylaws. Blank checks will not be

issued without prior HMS-PTO Board approval. The Treasurer shall present an accurate itemized

report from accounts reconciled monthly at each HMS-PTO meeting and shall present the books for

audit no later than June 15th or as specified in Article Eight, Section 4, with the fiscal year being August lst through July 3lst.

In addition, a member of the Board shall review quarterly the work of the

Treasurer to ensure that checks and deposits are appropriately written and match the amount and

5 Kaneland Harter Middle School PTO

item indicated in the appropriate account or fund.

ARTICLE TEN

MANAGEMENT

Section I. HMS-PTO Board of Directors shall meet as deemed necessary. These meetings shall remain

open to the public with the Board of Directors having all voting rights.

Section 2. HMS-PTO meeting times and agendas shall be set accordingly. Special meetings shall be

called at any time by the President or at the request of any Board member with no less than three (3) days

notice.

Section 3. HMS-PTO shall meet in August or September to set a budget and to discuss Bylaws,

committees and eventsfor the fiscal year.

Section 4. The Executive Board may make minor decisions prior to a meeting excluding monetary or

budgetary items. In order to avoid any appearance of bias, the Principal (s) will not be involved in said

decisions. The decision of the Executive Board must be unanimous All such decisions will be recorded at the

next regularly scheduled HMS-PTO meeting for proper recording in the minutes.

Section 5. Reimbursement Request Forms accompanied with receipt(s) must be submitted to the

Treasurer. Expenditure item(s) shall be listed and approved by a board member. If the Treasurer has

expenditure, an officer other than the Treasurer shall sign the approval. Tax Exempt forms must be used for

HMS-PTO purchases. In the event a committee member chooses not to utilize this form, HMS-PTO will not

reimburse the expenditure. Sales tax is not reimbursable. All receipts must be turned in prior to the last day of

school.

Section 6. All items purchased with HMS-PTO funds must be stored in the designated area at the

school.

Section 7. Communications Committee shall be responsible for providing HMS-PTO information to

local media, Kaneland Harter Middle School Web site, and quarterly newsletter. All committee flyers shall be

submitted to the Communications Committee for review. After Communications Committee review,

document must be approved by the Principal or Assistant Principal prior to distribution.

Section 8. HMS-PTO shall file all financial reports with Federal, State and local government agencies as

follows: with the fiscal year August — July 31', HMS-PTO must file Federal and State 990 forms by

December 15th. In addition, and annual State report (with filing fee) and Federal 1099 forms (for non-

individuals given $600.00 or more) are to be filed in January. Originals of all State and federal filings, as well as

tax certificates and other legal documentsshall be maintained in Kaneland Harter Middle School Office.

Section 9. HMS-PTO will abide by the Bylaws set forth and any issues not stated within said Bylaws

shall be executed according to Roberts Rules of Order, including any published revisions of those rules.

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ARTICLE ELEVEN

MISCELLANEOUS

Section 1. Books and Records. The corporation must prepare and maintain correct and complete

books and records of account. The corporation must also keep minutes of the meetings of its members,

board of directors, and committees, and keep them at the registered or principal office. All books and records

of the corporation may be inspected by any director, or member, or the agent or attorney of either, or any

proper person, at any reasonable time.

Section 2. Fiscal Year. The fiscal year of the corporation will begin on the first day of August and

end on the last day of July in each year.

Section 3. Waiver of Notice. Whenever any notice is required to be given under the provisions of

the General Not for Earning Corporation Act of Illinois or under the provisions of the Articles of Incorporation or

the Bylaws of this corporation, a written waiver of notice signed by the person entitled to notice, whether

before or after the time stated, will be deemed equivalent to the giving of notice.

ARTICLE TWELVE

AMENDMENTS

Section 1. Power of Directors to Amend Bylaws. Subject to the limitations of the Articles of Incorporation, these

bylaws, and the General Not-For-Profit Corporation Act of Illinois. Concerning corporate action that must be

authorized or approved by the members of the corporation, the bylaws of this corporation may be amended,

repealed, or added to, or new bylaws may be adopted, with input from the general HMS-PTO meeting, by a

resolution of a 2/3 majority vote of the board of directors.

Section 2. These amended bylaws, as written above, have been adopted by the Executive Board on Thursday,

September 17, 2009.