Collect samples from other PTOs in your area that have strong bylaws. Pick the one that suits you best and then customize from there. Definitely try to work with PTOs that already have their 501(c)(3) status as those will be robust enough to satisfy the IRS.
If you plan to incorporate (which is a very good idea), also look for PTO's that are incorporated.
I have a pretty good sample from Texas, but we weren't incorporated. So we had a constitution and bylaws. (2 documents). If you incorporate, then your organizing instrument will be your Articles of Incorporation - proably a bare bones 1-2 page document straight from the shell provided by the state. So ALL the meat will be in your bylaws. Send me a message if you want ours, but I don't want to confuse you.
Also, we gained our 501(c)(3) before the conflict of interest policy was prefered by the IRS. So that set doesn't have a reference - but that line is easy enough to add.
