Amended and Restated By-Laws of Curtis Parent Organization, Inc.

A Massachusetts Nonprofit Corporation

(Amended and Restated Effective as of July 1, 2020)

Article I
Name, Purpose, Operational Limitations, Members, Funding

Section 1: Name
The name of this organization is Curtis Parent Organization, Inc. (the “CPO”) as set forth in the Articles of Organization.

Section 2: Purpose
The CPO is organized exclusively for the purpose of advocating and promoting the education and general welfare of the students of the Ephraim Curtis Middle School in Sudbury, Massachusetts.  the CPO shall be authorized to apply for and receive grants, receive and expend funds from public and private sources, and develop and administer programs designed to carry out the mission of the CPO.

Section 3:  Operational Limitations
The CPO shall be maintained as a not-for-profit organizations.  No dividends shall be paid and no part of the income or profit of the CPO shall be distributed to its members, officers or directors.  Reimbursement for expenses incurred shall be exempt from this clause.  All income derived from the operation of the CPO shall be devoted exclusively to the purpose for which it is organized.  The CPO shall not carry on any activities that are not permitted by an organization exempt for Federal income tax under section 501(c)(3) of the Internal Revenue Code.  No part of the activities of the CPO shall consist of (i) carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Internal Revenue Code section 501(h)) or (ii) participating in or intervening in (including the publication or distribution of statements) any political campaign on behalf of any candidate of political or public office.

Section 4: Members
Parents and/or guardians of students enrolled at the Ephraim Curtis Middle School shall be members of the CPO (collectively, the “Membership”).  In addition, the current principal of the Ephraim Curtis Middle School shall be a member (the “principal”).  All members are allowed to vote at any and all general meetings of the CPO (“CPO Meetings”).  Unless voted by a majority of the members, no dues or other fees shall be required of the members.

Article II
Officers and Directors

Section 1:  Executive Board
The following are officers of the CPO:
Three (3) Co-Chairs, a Treasurer, an Assistant Treasurer and a Secretary and such other officers, if any, as the members from time to time, may in their discretion elect or appoint.  The regular term of office for any such officer shall be three years.  No officer shall serve a term longer than three years, unless there is no other qualified person for the position, and the Membership agrees to the longer term by a majority vote.  These six persons in addition to the current principal of the Ephraim Curtis Middle School shall comprise the Executive Board.

Candidates for open positions on the Executive Board will be nominated by the current Co-chairs or by a majority of the current Executive Board. These officers (other than the principal) shall be approved before the start of their term by a vote of the Membership at a CPO meeting held in the Spring.  Members are eligible for office if they are a member in good standing of the CPO during the fiscal year of their term in office.  All terms begin on July 1 and expire on the following June 30 except in the case of filling of vacancies or removals and resignations.

Each of the three Co-Chairs shall represent a separate and distinct grade level at Ephraim Curtis Middle School such that in each fiscal year the first Co-Chair is the parent or guardian of a student in grade eight, the second Co-Chair is the parent or guardian of a student in grade seven and the third Co-Chair is the parent or guardian of a student in grade six.  At a CPO meeting held in the Spring, a new Co-Chair shall be elected such that the new Co-Chair represents the incoming grade six and the outgoing grade eight Co-Chair shall become the immediate past Co-Chair effective with the start of the term on July 1.  All three Co-Chairs have equal authority and representation.
Subject to law, to the Articles of Organization and to the other provisions of these Bylaws, each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to the office and such duties and powers as the Executive Board may from time to time designate.

The following is a description of the duties of each officer of the Executive Board:

  1. (a) Co-Chairs
    1. i. are the Chief Executive Officers of the CPO and have general charge and supervision of the business of the CPO.
    2. ii. will preside over all CPO Meetings and meetings of the Executive Board.
    3. iii. serve as ex-officio members of all CPO committees.
    4. iv. serve as the liaisons with the other parent/teacher organizations in Sudbury and with the Sudbury Educational Resource Fund (SERF).
    5. v. serve as the liaisons with the Ephraim Curtis Middle School principal and the Sudbury Public Schools superintendent
    6. vi. will establish special working committees as needed.
    7. vii. will appoint committee chairpersons, subject to the approval of the Membership.
    8. viii. shall perform such other duties and shall possess such other powers as the Executive Board  may from time to time prescribe.
  2. (b) Secretary
    1. i. Records the minutes of all CPO Meetings, and prepares the agenda and minutes from each CPO Meeting.
    2. ii. Maintains the records of the CPO including hard copies of the CPO minutes and meeting agendas.
    3. iii. Shall publicize all CPO Meetings on the CPO website or using other methods, as appropriate.
    4. iv. Shall maintain a list of all Executive Board members with their names, addresses, telephone number and email addresses.
    5. v. Shall conduct all correspondence and perform all other duties incident to the office.
    6. vi. Shall assist the Treasurer in filing an annual report with the State and any other documentation which may be required.
    7. vii. In the absence of the Secretary at any CPO Meeting or Executive Board Meeting, the person presiding a the meeting shall designate a temporary secretary to keep a record of the meeting.
  • (c) Treasurer
    1. i. Shall be the Chief Fiscal Officer of the CPO and shall receive all funds of the CPO and deposit such funds of the CPO in depositories selected by the Executive Board, to disburse such funds as ordered by the Executive Board, to make proper accounts of such funds and to render statements regarding all such transactions and of the financial condition of the CPO.
    2. ii. Keep an accurate record of receipts and expenditures
    3. iii. Manage and pay out the funds of the CPO as authorized.
    4. iv. Shall provide updated financial information to the Co-Chairs as needed and show bank account statements to them as requested.
    5. v. Prepare all financial reports as necessary.  A statement of account shall be available or presented to the Executive Board and Membership at every PTO Meeting.
    6. vi. Shall prepare and file all required income tax reports, and prepare and file an annual report with the State.
  • (d) Assistant Treasurer
    1. i. Shall assist the Treasurer with any duties of the Treasurer, including receipt of funds of the CPO and deposit of such funds of the CPO in depositories selected by the Executive Board.
    2. ii. Shall provide financial information to the Executive Board and/or the Membership in the absence of the Treasurer.

Section 2:  Committees
Standing committees shall be created by the CPO as deemed necessary to promote the objectives and carry on the work of the CPO.  A complete list of the standing committees will be posted on the CPO website and may be changed and updated at any time by the Co-Chairs.  Chairperson(s) of the standing committees shall be appointed by the Executive Board and shall be approved by the members at a regular CPO meeting to be held in the Spring.  If there are any unfilled committee Chairperson positions at this meeting, then approval of these new Chairperson(s) will be by majority vote at the next CPO Meeting following appointment by the Executive Board.

  1. (a) Standing committees shall be established, abolished or renamed by the Executive Board, subject to approval by the Membership, as it deems necessary to best promote the purposes of the CPO.
  2. (b) Committee chairperson(s) shall serve for two years unless otherwise specified by the Executive Board.  No person may serve as a committee chairperson for more than two consecutive years unless there is no other qualified person, or the Executive Board determines that an extended term would provide needed continuity within the standing committee.
  3. (c) Plans for standing committee activities must be approved by the Executive Board prior to the execution of the plans.
  4. (d) The Chairperson(s) of each standing committee shall keep detailed records which shall include the functions, duties and budget of all activities of the committee and shall turn all such records over to the succeeding chairperson(s).
  5. (e) Each standing committee shall send at least one committee member to act as its representative at each CPO Meeting or report to the Executive Board before each CPO Meeting if no representative is able to attend the meeting.
  6. (f) Except as may otherwise be provided by these By-Laws, any expenditure of the CPO’s funds by a standing committee shall require prior approval of the Executive Board.

Section 3: Nominations
The Executive Board shall advertise, by posting on the CPO website or by a similar method, open Chairperson position(s) for each of the standing committees.  The Executive Board shall then appoint Chairperson(s) of the standing committees by majority vote of the Executive Board and shall then submit a list of such Chairperson(s) to be approved by the members at a regular CPO meeting to be held in the Spring.

Section 4:  Budgets
There shall be a Budget Committee consisting of the Co-Chairs and Treasurer, with the immediate past Co-Chair and the immediate past Co-Treasurer serve as ex-officio members.  The Budget Committee shall prepare a budget proposal with the input of the Chairperson(s) of each standing committee.  The Membership shall vote on the proposed budget at a CPO meeting in the Spring.

Section 5: Resignation
Any officer or Executive Board member may resign by submitting written resignation to the Co-Chairs.  Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

Section 6: Vacancies
A vacancy occurring in any office shall be filled for the unexpired term by an appointee selected by the Executive Board.  If a vacancy should occur on the Executive Board, the remaining members of the Executive Board shall make an appointment to fill the vacancy, subject to confirmation by the Membership at the next CPO meeting.  In the event of a vacancy in the Executive Board, the remaining Executive Board, except as otherwise provided by law, may exercise the powers of the full Executive Board until the vacancy is filled.

Section 7:  Multiple Members
Any office may be held or Committee may be chaired by more than one member; however for purposes of voting on matters by the Executive Board each position shall have one vote.  Notwithstanding this section, for purpose of general membership votes, each member shall have one vote.  Any jointly held office is not vacant unless both holders of the office resign.

Section 8: Removal

Any officer or Executive Board member may be removed from office with or without cause by vote of a majority of the Executive Board at a special Executive Board meeting.  An officer may be removed only after reasonable notice and opportunity to be heard before the body proposing to remove him or her.

Article III

Section 1: Number of Meetings
There shall be no less than five CPO meetings in a given school year unless the Membership approves a schedule with fewer meetings.

Section 2: Quorum
At any meeting of the Membership, a quorum shall consist of seven members.

Section 3:  Majority Vote

When a quorum is present, a simple majority vote of the Membership that is present and voting at any CPO meeting shall decide all issues including election to any office except Amendments to these By-Laws which shall require a two-thirds (2/3) vote at any CPO meeting.  No ballot shall be required for any election.

Section 4:  Voting
Members entitled to vote shall each have one vote for all general Membership matters requiring vote.

Section 5: Notice of Meetings

Notice of all meetings shall be posted on the CPO website or using other methods, as appropriate.  Only members of the CPO may attend meetings except with the specific consent of the Executive Board (e.g., guest speakers, presenters, donators, etc.)

Article IV

Section 1:  Budgets
A tentative budget shall be drafted in the Spring for the following school year and shall be presented by the Budget Committee.  The Membership shall vote on the proposed budget at a CPO meeting in the Spring.

Section 2: Records
The Treasurer shall keep accurate records of any disbursements, income and bank account information.

Section 3: Expenses
The Executive Board may by majority vote of the Executive Board and in its sole discretion approve any expenses that were not included in the Budget if such amounts do not exceed $1,000. Expenses that were not included in the approved budget that exceed $1,000 must be approved by the Membership with a majority vote at any CPO meeting with a quorum present. A special CPO meeting may be held to approve an unbudgeted expense in excess of $1,000 as long as the Membership is notified of the CPO meeting by posting to the CPO website or other method approved by the Executive Board if such expense need approval before the next regularly scheduled CPO meeting. Such expenses must be approved by majority vote of the Membership attending the CPO meeting provided a quorum is present.

Section 4: Special Provisions for Funds for Curtis Friends of Music, Curtis Theatre Troupe and Parent Education in Sudbury
Funds are to be held in segregated accounts for the Curtis Friends of Music, the Curtis Theatre Troupe and Parent Education in Sudbury.  These named Committees are responsible for the disbursement of funds in their segregated account with consent of the Treasurer in accordance with any policies established by each group.  These groups may not disburse funds in excess of the amounts held in their segregated accounts.  Income received that is specifically designated for these named Committees shall be deposited in their segregated accounts and not in the general CPO accounts.  If the Curtis Friends of Music, the Curtis Theatre Troupe or the Parent Education in Sudbury is dissolved for any reason, any funds remaining in such segregated account shall revert to the general CPO accounts and will be appropriated as any other funds of the CPO.  The Treasurer shall maintain records of these segregated accounts.  For purposes of any tax reporting, these segregated accounts are considered part of the CPO accounts.  Other similar Committees may have funds segregated under these special provisions if approved by a majority vote of the Executive Board.

Article V
By-Laws Amendments

Section 1:  Notification
The Executive Board shall be notified in writing of any proposed change to the by-laws

Section 2:  Voting
A simple majority vote of the members present at a CPO meeting is needed to bring the proposed change to the By-Laws for consideration and vote at the next succeeding CPO meeting.

Section 3:  Notice of Amendment
Notice of a proposed change to the By-Laws shall be publicized to the Membership and posted on the CPO website.

Section 4:  Two-Thirds Majority
Any changes to the By-Laws may be adopted by a vote of two-thirds (2/3) of the Membership that is present and voting at any CPO meeting if a Quorum is present.

Article VI
Personal Liability; Conflicts of Interest; Indemnification

Section 1:  Personal Liability
The Members and Officers of the CPO shall not be personally liable for any debt, liability, or obligation of the CPO.  All persons, corporations, or other entities extending credit to, contracting with, or having any claim against the CPO may look only to the funds and property of the CPO for the payment of such contract or claim, or for the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due or payable to them from the CPO.

Section 2:  Conflicts of Interest
Whenever an Executive Board member has a financial or personal interest in any matter coming before the Executive Board or the Membership, the affected person shall (i) fully disclose the nature of the interest and (ii) withdraw from discussion, lobbying, and voting on the matter.  Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested members determine that it is in the best interest of the CPO to do so.  The minutes of meetings at which such votes are taken shall record such disclosure, abstention and rationale for approval.

Section 3: Indemnification
The CPO shall indemnify any director, officer, member or agent of the CPO for liability incurred (including judgments, fines, reasonable settlements, and reasonable attorney fees and cost of defense) by such person in the exercise of his or her duties with respect to the CPO to the extent permitted by the Massachusetts Nonprofit Corporation Law.
The CPO shall have the power to purchase and maintain insurance on behalf of any person who is an officer, director, member or other agent serving at the request of the CPO against any liability incurred by him or her in such capacity whether or not the CPO would have the power to indemnify him or her against liability.
To the extent provided by applicable law, this provision shall not eliminate or limit the liability of an officer or director for acts which involved misconduct or knowing violation of law or any transaction from which the director or officer derived an improper personal benefit.
This section of this Article constitutes a contract between the CPO and the indemnified directors, officers, members and agents.  No amendment or repeal of the provisions of this section of this Article which adversely affects the right of such indemnified directors, officers, members or agents shall apply to such director, officer, member, or agent with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.

Article VII
Miscellaneous Provisions

Section 1: Fiscal Year
Except as otherwise set forth in the Articles of Organization of the CPO or as otherwise determined from time to time by the Executive Board, the fiscal year of the CPO shall in each year end on June 30.

Section 2: Illegality
Any determination that any provision of these By-Laws is for any reason inapplicable, illegal or ineffective shall not affect or invalidate any other provision of these By-Laws.

Section 3:  Pronouns
All pronouns used in these By-Laws shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the person or persons may require.

Section 4:  Parliamentary Authority
Robert’s Rules of Order shall govern meetings when they are not in conflict with the organization’s bylaws.

Section 5:  Standing Rules
Standing rules may be approved by the Executive Board, and the secretary shall keep a record of the standing rules for future reference.

Section 6:  Dissolution
The organization may be dissolved with pervious notice (fourteen calendar days) and a two-thirds vote of those present at the meeting.  Upon the dissolution of the organization, any remaining funds should be used to pay any outstanding bills and liabilities and, with the membership’s approval, spent for the benefit of the Ephraim Curtis Middle School.

Section 7:  Records
The CPO shall keep within the Commonwealth of Massachusetts a copy of the following records at its principal office, or the office of its Secretary or of its registered agent:
(a) its articles or restated articles of organization and all amendments to them currently in effect;(b) its bylaws or restated bylaws and all amendments to them currently in effect;(c) the minutes of all meetings of the Executive Board and the Members, and records of all action taken without a meeting, for the past three (3) years;(d) all written communications to Members generally within the past three (3) years, including the financial statements furnished to Members for the past three (3) years;(e) a list of the names and addresses of its current Executive Board members; and(f) its most recent annual report delivered to the secretary of state.
These copies and records need not all be kept in the same office.  They shall be available at all reasonable time for the inspection by any member for any proper purpose related to the affairs of the PTO.  Electronic versions of any of the records that are posted and accessible to the Membership on the CPO website shall satisfy this requirement.