Question: Is my PTO a valid for(c)3 with lapsed bylaws?

My PTO ran a contentious election last spring, severely restricting voting on officer elections. They asserted that the bylaws were the guidelines that they were following which allowed these restrictions. Our first meeting of the year was last night, where it was announced that the bylaws were 'lost' and had not been reaffirmed since 2009. The EB presented new draft bylaws, and asked the membership to vote their approval after a brief review. I objected and submitted a motion to table the vote to allow for proper review of the proposed bylaws. The motion passed and now I find that there are parents with .pdf copies of the original bylaws that the EB stated were 'lost.' It seems to me that 1. - the officer elections from last Spring are invalid; 2. - the fundraising that has occurred since 2009 may well be subject to federal tax; 3. - the original IRS determnation letter and charter clearly need to be found; and 4.- we are facing a very awkward situation, but need to address all of these issues with our school community. Participation has historically been quite limited, as most parents are not welcomed by the EB unless they just follow the proscribed 'program.' Things have been run pretty loosy goosy to date and many of us would like more structure, accountability, communication and inclusiveness (I know, small order!) Suggestions for backtracking missing docs and how to move forward while incurring a minimum of conflict are most welcome and gratefully considered.

Asked by Anonymous

Answers:

Community Advice

mum24kids writes:
There's so much in here other than the question you posed in the title of your post..... To answer that question, though--lost or not, bylaws don't expire. If you passed a set when you got your 501(c)3 status and haven't changed them since, then those are still the bylaws.

Beyond that, I would do the following to start sorting through all this.

1) Check with the IRS to see if you still have exempt status, and, if so, you can get a copy of your determination letter from the IRS.

2) For the elections, if you don't have a determined group waiting in the wings to oust the currently elected officers--move on. If you do--those people need to figure out if all the drama is really worth it, or if they can channel their energies into helping the existing officers in some harmonious way while they wait for next year's elections to come up.

3) It's not a bad thing to revisit bylaws periodically. Sounds like you successfully found a way to get more time for the membership to review them, which is great. Since the old ones have been found, someone should prepare a list of differences and explain why the changes were made, so that people can vote intelligently on the new proposed ones.

Community Advice

Blumtnmama writes:
Yes, I know, it's a lot. Thank you. Do you know where I can find supporting documentation for the first point - being that bylaws don't expire (which is my own assertion). The proposed ones are not wildly popular with most parents; they are dramatically different and highly restrictive, requiring participation in a minimum of 4 PTO events to be considered an 'active' member, and of course, only 'active' members are allowed to vote.

Community Advice

mum24kids writes:
I don't know how to prove a negative in this case. I suppose it's possible that the bylaws were written with an expiration date clause, but I've never seen one. I think the people who are saying that they do expire have to provide proof of expiration.

PTA bylaws have to be reviewed every 5 years for a unit to remain in good standing. That may be what someone is confusing it with. But even those don't technically expire. It's not like once 5 years and 1 day goes by and they haven't been re-reviewed/voted upon that all the rules get tossed out the window and you start at ground zero.

Community Advice

Blumtnmama writes:
Yes, that's my quandry - how we prove the negative. I think you're right, the onus would be on the board to prove their assertion of expiration. We weren't chartered through VA PTA, so even if we would be theoretically delinquent in their eyes, it's moot, as we're just one more dinky 501c3 in the landscape.

Thank you again.