How To Write PTO Bylaws

Bylaws are the broad rules that govern how your group is organized and run. Every parent group should have bylaws, and every new leader should read the group’s bylaws. Bylaws cover topics such as the makeup of the executive board, how officers are elected, and membership requirements.

The best way to get started writing your PTO’s bylaws is to read the bylaws of other PTOs. Since every PTO is an independent organization, there’s no “official” set of PTO bylaws that you must follow. However, basic bylaws shouldn’t vary much from PTO to PTO. Designate two or three charter members of your PTO to lead the development of your bylaws. You can find sample PTO bylaws, including an annotated set of PTO bylaws describing each section, in the bylaws/policies section of the File Exchange.

Format

Before you concentrate on the content of the bylaws, spend a minute considering the format and layout of the document. In today’s world of electronic communication and record-keeping, it is vital that your bylaws be written in an editable electronic format. That means even if you do all your preliminary work on paper, someone must type up your final version in a program like Microsoft Word. With electronic bylaws, you can email the document to your officers and members as necessary, make revisions over time, and most important, store multiple copies so your future officers are never hunting through binders and file drawers to find the only hard copy of your bylaws.

Layout

Typically, bylaws are written in outline format, with the major section headings called “articles” and the subordinate paragraphs called “sections.” This layout gives the bylaws structure and makes them easy to reference.

Key Sections and Language

Although each parent group’s bylaws might have unique sections, if you follow the sample bylaws suggested above then you’ll cover all the important content areas for a typical PTO’s bylaws. These include:

Name: The formal legal name of your group. This should be the one used on your incorporation and EIN paperwork.

Purpose: Make sure your purpose statement puts your group in compliance with the IRS’s current definition of a public charity under section 501(c)(3) of the federal tax code. Use a statement like “This organization shall exist for educational and charitable purposes.” The IRS recognizes educational and charitable nonprofits as potential candidates for tax-exempt status under section 501(c)(3) of the federal tax code.

Mission statement: In addition to the IRS-driven purpose statement, be sure your bylaws also include a mission statement. Your mission statement will guide everything your parent group does. Take time to develop a thoughtful statement that accurately reflects why your group exists. Here’s a sample to help you get started writing your group’s statement:

The mission of ABC PTO shall be:

• To enhance the educational environment at ABC School through volunteer and financial resources.

• To promote communication between the school administration, staff, parents, and students.

• To foster pride in ABC School throughout the community.

Policies: Set down in writing the policies that could lead to controversy if handled case by case. For example, the bylaws should include who has the authority to sign checks, who has the authority to sign contracts, when your fiscal year will begin and end, and how you will handle reimbursements. Other policies that have less of an impact on the group, such as a policy for acknowledging a teacher’s retirement, can be recorded in a separate document.

Membership: Define how one becomes a member and what privileges come with membership (for example, the right to vote, hold office, chair a committee, etc.).

Officers: Name the elected offices and describe the specific duties, term of office, and election procedure for each officer. Consider defining a specific process for nominations and elections if your group is likely to attract multiple candidates. Some groups also define term limits for their officers in this section.

Meetings: Define how often the parent group must meet (both for executive board and for general membership meetings), where, and for what purpose.

Parliamentary authority: This is the reference you’ll use to resolve procedure questions that aren’t spelled out in your bylaws. Robert’s Rules of Order addresses many organizational issues that you wouldn’t spell out individually in your bylaws.

Dissolution: If your PTO ever applies for federal tax-exempt status under section 501(c)(3), the IRS will look for a dissolution clause in your bylaws. This means that should the PTO dissolve, you need to stipulate that its assets would go directly to another tax-exempt charity. For a PTO, that is typically the school itself or “its successor.” (That’s IRS-speak meaning any similar entity that would replace the current school.)

Revision process: Robert’s Rules of Order has a standard procedure for amending bylaws. But to ensure that your PTO actually reviews the bylaws from time to time, define a formal review process directly in your document. This section should spell out the basic steps for amending the bylaws, as well as a schedule for conducting a full-scale review.

FAQs—Writing Bylaws

Do we need an attorney?
Basic PTO bylaws needn’t be overly complicated. They should be written in plain English, making them easy to understand for any member. If you have an attorney available to your PTO who would agree to review your bylaws at no fee, then you might consider taking advantage of her expertise. However, keep in mind that nonprofit law is a specialty and that not all attorneys will be versed in the nuances of setting up a nonprofit organization. Having a volunteer help your PTO is fine, but there’s no need to pay a fee to have a professional draw up bylaws for a basic PTO. You can do this on your own, just like thousands of other parent group leaders have done before you.

What do we do with the bylaws when they’re finished?
When your bylaws subcommittee is finished with its draft, gather together your leadership team to review the proposed bylaws. If you are just forming your PTO, you can adopt the bylaws with a two-thirds affirmative vote of your charter members. If your PTO has existed for a while and you have a larger group of members, then you will need to take the bylaws to the entire group for discussion and approval by a two-thirds vote. Once they are approved, distribute a copy to all your PTO officers, chairpeople of the larger committees, and the principal, and place a copy in the permanent files of your PTO.

How do we use our bylaws?
Bylaws are the guiding principles and parameters for your PTO. Keep both a paper hard copy and an electronic version in your files, readily accessible to guide the group whenever necessary. Refer to them often to keep your group focused on its mission, to clear up confusion, and to resolve disputes. Because bylaws are neutral and inanimate, they are the best way to keep personalities and emotion out of PTO issues.

Over time, you will probably need to revise your bylaws to correspond with the growth of your group. Don’t be afraid to revise them in accordance with the procedures spelled out in the document itself. In fact, it’s good business practice to formally review your bylaws, line by line, every three years.

FAQs—Policies and Standing Rules

What are policies, and how do they differ from bylaws?
Policies, also called standing rules, are written documents that help define the day-to-day operating procedures for your PTO. Generally, bylaws cover the broadest of guidelines for your group, and they are fairly consistent from one group to another. Policies, on the other hand, are more detailed and more specific to your PTO. For example, your bylaws might require your group to hold a general meeting at least three times a year; your policies might state that general meetings are held on the first Thursday of the month beginning at 7 p.m. Like bylaws, policies are used to address issues and resolve conflicts in a consistent manner.

How do we change our PTO’s policies?
Policies may be adopted by simple majority vote (50 percent plus one of those voting). Robert’s Rules of Order dictate that changing a policy requires a simple majority vote if notice has been given in advance that the change will be considered. If no notice has been give and the change is to be made on the spot, a two-thirds majority is required.

In practice, policies typically are managed by the executive board. But it’s important for members to be aware of the group’s policies. It’s a good idea to include both your PTO’s bylaws and its policies in each committee’s procedures binder.

What are some examples of common PTO policies or standing rules?
Policies can cover anything that you want to formalize without complicating your bylaws. Detailed financial controls for your PTO should also be documented in your policies. Anyone who handles money on the PTO’s behalf should be well aware of these rules.

Some common policies include:

• Qualifications and expectations of committee chairpeople. For example, “The vice president shall chair the fundraising committee and organize fundraisers twice a year, in fall and spring.”

• Committee-specific rules for major projects such as a yearly fun run or auction gala.

• The schedule for when board meetings and general membership meetings occur.

• When to send condolences and in what manner (flowers, card, etc.).

• For the incorporated PTO, the name of the PTO’s registered agent, the address of the registered office, and the procedures for completing the annual renewal process.

• The amount of dues charged, if any.

• How many people are needed for a quorum (the minimum number of people who must be present to hold a vote).

• How much money can be spent without holding a vote.

• When and how the standing rules will be shared and amended.

Standing Rules Template

Do policies affect applying for tax-exempt status?
One of the most important policies is the conflict of interest policy. (PTO Today Plus members can download a sample conflict of interest policy from the File Exchange.) When your PTO files for federal recognition as a 501(c)(3) tax-exempt charity, your group must have previously adopted a conflict of interest policy. The IRS recommends specific wording for the policy; it’s wise to adopt their wording even if you’re years away from filing for 501(c)(3) status. The conflict of interest policy can be inserted into your bylaws and most likely won’t need to be revised in the future.

Originally posted in 2009 and updated regularly.