I had a similar problem. Because of fighting between several board members, board members who chose to take their personal problems to the principal, the principal called for a meeting of the board and had one of the board members call and tell me, the President, when it was(24 hour notice) and that we were to do nothing until we met. I had to work; a board meeting schedule had been planned months ago so I altered my personal work and school schedule to follow these dates. I finally resigned my PTO position, only to hear that the principal sing a different song and talk about how she had an open door policy, etc... The board took it upon themselves to shuffle all the positions; I was confident that the VP could carry the board but apparently she refused the position so a first year parent took it. When all was said and done, I got skewered and then begged for help because I'm the only one who knows how to do everything. I kept thinking that some of the members were the problem, but I realize the principal was the problem. Bylaws must be in place and I wouldn't do anything without them.

As an update, I called the Superintendant today. Three and one half weeks after recieving his letter. We still have not set a meeting and I was informed that we would be reorganizing the PTO in no uncertain terms.

Our school board is requiring every campus to revise our by-laws. The principal always has veto rights, but complete control over the pto won't work.
I don't see how your school can benefit from NOT having a pto. Where do they get their money? Do they have a huge budget?
I would get a strong group together and be request time at the next school board meeting. The kids are going to suffer without you.
Find out exactly what they want from you, and prepare a presentation with all the things you can and will offer and the absolute benefits of having a pto.
Also point out what the school will be missing without you!

I'm new at this, so I don't know if this is going to help you. It sounds as though you are headed for just a Parent Organization. If thats the case, I don't think anyone can tell you how to run your group. You may have to hand over the past proceeds and start over. I know thats not the idea of a PTO, but it's not right that your superintendant tells you how to operate. If you can get a strong enough parent group behind you , you may have better luck with what you decide.

Last year our PTO had problems with our new principal. She thought we were there strickly for her benefit and wanted to control how we spent our money. It basically got to the point where she decided on her own to disband the PTO and demanded we hand over our check book to the Superintendant (read her). After meeting with the Superintendant we felt the situation was somewhat resoved and over the summer she left and we got our second new principal in two years. Then the Friday before School started we were mailed a letter from the Superintendant telling us we were not to have any activities or spend any money until we met with him to reorganize the PTO. We did not get to participate in the school's open house and now a week after school started have heard nothing else. We have no contract with the school district so we don't quite know what our legal rights might be. Any help would be most welcome.