I would have to say that as a parent and as one of those actually contributing time and money to our own parent group, I would think it would be up to the parents as to what kid of group you'd like to be. In our school, our principal serves as an advisor to our group and doesn't even have voting priviledges.
So, I agree that setting up a time to meet with the principal to find out specifically what the reasons are for wanting the change would be a great first step. After that, another meeting or other form of communication is definitely in order. This info needs to get out -- a sort of pro/con list that shows both sides. This will at the very least prove to your principal that you're willing to be fair. However, as I see it, it really is up to the Officers, Members and Teachers to determine what kind of what kind of group you'll be.
In my opinion, this isn't just about "playing nice" but really about the parents standing up for themselves --respectfully of course-- and making sure that YOUR voices are heard. And YOUR decisions are the one followed through on. It may be the principal's school building and staff, but the parent group belongs to the parents.
The principal can give your group all sorts of trouble: reserving space, getting help from teachers, etc. all depend on good will. Tim's right: you need to discuss the "why" -- and you may want to have some arguments for why you want to stay PTO: you've already paid the $500-700 to become 501c3, PTAs generally have to pay dues to state/national organization, national organization may have political positions that your members aren't comfortable with, etc.
I would think the first step would be to sit down with her and ask her why, no? Maybe she has good reasons. Maybe she has some misconceptions about PTOs. But you won't know either until you have that discussion. You can be nice and get along and still have adult questions and conversations.
We need advice, and quick... I am the co-chiar of a PTO in an urban school with about 940 kids. We have been a PTO for about 12 years with a Foundation as the 501c3. Our new principal wants us to become a PTA. She hasnt communicated the reasons why, other that a a general membership meeting. I need to know if we the PTO have the right to exsit? Last night at a GM meeting she stated she was going to make a recommendation to our Site Council to change from PTO to PTA. I really am looking for advice on does the Principal have the right to dissolve our group? We have a bylaws etc etc etc. She just seems to want to well bully the parent base. And she gets away with it alot because we all want to play nice and try to get along. What can we do? Thanks