AMENDED AND RESTATED BYLAWS OF CREEKSIDE PTO, INC. A CALIFORNIA PUBLIC BENEFIT CORPORATION WHEREAS the members of the Creekside Magnet School at Rideout PTO did form a California Public Benefit Corporation on November 4, 2003; and WHEREAS, the members of the Creekside Magnet School at Rideout PTO did Amend and Restate its Bylaw and adopted the name “Creekside PTO, Inc.” on June 7, 2007; and WHEREAS the members as defined in Article III, below wish to amend and restate the Bylaws of said Public Benefit Corporation in accord with the provisions of Article X, below; NOW THEREFORE, said members do hereby amend and restate the Bylaws of said Public Benefit Corporation, as follows: ARTICLE I Name and Principal Office The name of this organization shall be Creekside PTO, Inc. “PTO” is an abbreviation for Parent- Teacher Organization. Throughout these Bylaws, “PTO” will refer to Creekside PTO, Inc. The PTO has been given tax-exempt status pursuant to the provisions of Internal Revenue Code Section 501(c)(3) and California Revenue and Taxation Code Section 23701(d). The principal office of the Corporation for the transaction of its business is located in Placer County, California. ARTICLE II Purpose and Objectives The purpose of the PTO is to enrich and support the welfare and education of the students attending the Creekside Cooperative Charter School (“Creekside”), 330 Fairway Drive, Tahoe City, California. Creekside is a public charter school operating under the Newcastle Elementary School District. The Creekside Charter Document site currently provides for education for grades Kindergarten through eighth grade. In particular, the PTO will: A. Provide funds for enrichment in areas that are deemed appropriate by the PTO. B. Provide funds for the Enrichment Program, including materials and compensation of enrichment coordinators and teachers as approved by the PTO. C. Provide funds for educational equipment, materials, supplies, and related items that will enhance students’ education and learning. D. Encourage a closer and more effective relationship between the students, parents, teachers and staff of Creekside. E. Serve as a means of communicating with parents on programs and activities of the PTO. F. Coordinate and assist with special projects at Creekside which aim to improve the quality of the student’s education. G. The PTO shall neither seek to direct the administrative activities of Creekside nor to control its policies. H. The PTO will not, directly or indirectly, participate or intervene in any political campaign. Additionally, the PTO will in no way make any attempt, either directly or indirectly, to influence any national, state, or local legislation, including any attempt to influence public opinion on a legislative matter or referendum. J. The PTO will not make any loans to officers or members. ARTICLE III Membership and Dues A. Membership in the PTO shall be made available to all parents of Creekside students, teachers, administrators and staff at Creekside without regard to race, color, creed or national origin. B. The PTO shall conduct an annual enrollment of members, but persons may be admitted to membership at any time. C. Members shall not pay dues to the PTO. ARTICLE IV Meetings A. Board of Directors meetings – The Board of Directors (the “Board” - see Article V below) will hold meetings at their discretion but not less than once a year. Non-board members are encouraged to attend. B. General meetings - The PTO will hold general monthly meetings during the period school is in session. The meetings will be open to all members of the PTO. The Board shall have the right to determine which issues will be put to vote before the general membership. Voting privileges are extended to all PTO members and voting can be done by email or by proxy if unable to attend the meeting. C. Special meetings – These meetings will be held when considered necessary by the Board and will be open to all PTO members. These meetings would be expected to address major issues that need immediate attention. D. The notification to PTO members regarding meetings will be the primary responsibility of the Secretary. E. Meetings shall be governed by “Robert’s Rules of Order”, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of this corporation, or with provisions of law. ARTICLE V Board of Directors A. The Board of Directors (“Board”) will be the principal operating body of the PTO and direct its various activities. The Board will consist of the President, Vice-President, Secretary, Treasurer, a Staff Representative. Each Director shall have one vote at the Board meetings. Voting can be done by email or proxy if the Board member cannot attend the meeting. B. The PTO shall have between 5 Directors, subject to approval by the Board. C. The terms of the Board members will run concurrently with the school year. D. All Directors will serve without compensation or pay. E. Elections will be held in the spring at the second to last general meeting of the school year. Anyone may run for elected positions representing the officers of the PTO (see Article VI below). F. The term of each Director is two year. A person shall not serve more than two consecutive terms in the same office, unless it is not possible to fill the position with another individual. Elections for President and Secretary shall take place on school years ending on an. Elections for Vice President and Treasurer shall take place on school years ending on an odd year. G. Vacancies – Any vacancy on the Board will be filled by the Board by soliciting additional volunteers from the general membership of the PTO. H. Removal – Any Director may be removed from office with a 2/3 vote of the Board at any meeting. Any removal of a Director must be done in good faith and in a fair and reasonable manner. ARTICLE VI Officers A. President – The President shall preside over all meetings of the PTO and of the Board. The President will review the Bylaws annually and supervise the activities of other officers and Board members. The President will be responsible for the agenda of all meetings. The President will be an authorized signor on the checking account. B. Vice-President – The Vice-President (VP) will perform the duties of the President in the event of an absence of the President. B. Secretary – The Secretary will post and disseminate the agenda of all meetings; keep minutes of all Board and general meetings; and provide this record to Board members and the PTO membership as applicable. An alternate will be appointed on a temporary basis in the event the Secretary is unable to attend a scheduled meeting. C. Treasurer – The Treasurer will receive and account for all monies of the PTO. Financial information will be provided at least quarterly to the Board and annually to the PTO membership. Additionally, the Treasurer will have the responsibility to complete all required filings with the Internal Revenue Service and the California Franchise Tax Board, or retain outside professional services in this regard. While the PTO does not wish to incur the cost of an annual audit, the books of the PTO shall be open to inspection by any member of the PTO. The Treasurer will prepare checks for signing, but for financial control purposes will not be an authorized signor on the PTO bank account. ARTICLE VII Committees A. Committees are the primary tools of the PTO to perform its functions and accomplish its objectives. Committees are established by the Board and are staffed with volunteers. Committee chairpersons are subject to confirmation by a majority of the officers. Additionally, as noted above, committee chairpersons are also members of the Board. B. Committee chairpersons will be required to report on the status of their projects at PTO meetings. Additionally, chairpersons will work with the Treasurer regarding funds raised or disbursements needed, and shall provide the Treasurer with a full accounting of any fundraising project. C. Detailed notes, records and related documentation will be developed and retained by chairpersons relative to their committees to facilitate the transition from year to year. D. The primary committees and the related functions they provide are summarized below. It is likely the PTO will add other committees as deemed appropriate to further the PTO purpose and objectives. E. Fundraising – There are multiple chair positions associated with this Board position category that change as main fundraisers are identified and implemented by the PTO Board. Each fundraising event is coordinated by the chairperson assigned to the detailed fundraising activities. ARTICLE VIII Fundraising and Distribution of Funds All funds will be distributed upon approval of a majority of voting PTO members. All approved disbursements are subject to two signers on the checking account with check preparation completed by the non-signing Treasurer. All receipts shall be provided to the Treasurer and expenditures shall be reported at the monthly general PTO meetings. ARTICLE IX Fiscal Year The fiscal year of the Corporation shall begin on the 1st day of July and end on the 30th of June. ARTICLE X Amendments A. These Bylaws may be amended and/or restated at a regular PTO meeting by a two-thirds (2/3) vote of all members present, provided that notice of the proposed amendment has been given to all PTO members at least one month prior to the meeting. B. Any changes to the Bylaws will be documented by the Secretary and made a permanent part of the PTO’s records. ARTICLE XI Dissolution Upon dissolution or liquidation of the PTO, any and all assets will be distributed to any legitimate successor organization performing substantially the same function as the PTO. In the event a successor organization cannot be identified, the funds and assets will be distributed proportionately to all students of Creekside at the time of dissolution. ARTICLE XII Adoption These Amended and Restated Bylaws have been adopted unanimously by the Board of Directors and unanimously by a vote of all members present at the general PTO meeting of February __, 2010. The voting Board was as follows: Dick White, President Lynn Cleeland, Vice-president Wendy Ackermann, Treasurer Monica Caldari, Secretary Mindy Adams, Staff Representative UNANIMOUS WRITTEN CONSENT OF DIRECTORS ADOPTING BYLAWS: We, the undersigned Directors of Creekside PTO, Inc., a California Public Benefit Corporation, pursuant to the authority granted to the directors by these Bylaws to take action by unanimous written consent without a meeting, consent to, and hereby do, adopt the foregoing Amended and Restated Bylaws, consisting of 6 pages, as the Bylaws of this Corporation this 7th day of June, 2007. Amended January 11, 2009 ______________________________ Dick White, President ______________________________ Lynn Cleeland, Vice President ______________________________ Wendy Ackermann, Treasurer _______________________________ Monica Caldari, Secretary _______________________________ Mindy Adams, Staff Representative CERTIFICATE: This is to certify that the foregoing is a true and correct copy of the Amended and Restated Bylaws of the corporation named in the title thereto and that such Bylaws were duly adopted by the Board of Directors of said corporation on the date set forth below. Dated: March 30, 2010 ______________________________ Monica Caldari, Secretary