These bylaws for dissolution actually make it easier to dissolve a PTA unit than it used to be. They used to require 2/3 majority of the entire membership, not just those present and voting.

These are the two parts I found most interesting.

It pretty much starts right out with this basic scare tactic: "Seeking legal counsel may be advisable." Nice.

But this part is just ridiculous. "The Illinois PTA, as the authority under whom the local unit was granted tax-exempt status, has the right as the holder of the group exemption to approve any organization receiving funds from the dissolved local unit." These appear to be bylaws for the state overall, and typically each local unit has it's own set of bylaws. I think similar wording would have to be in the local unit's bylaws. Each local unit, at least in my state, is a separate legal entity with its own set of bylaws to which the members must agree. Without that approval language in the local unit bylaws, I don't see how this would be enforceable. Now, it's entirely possible that Illinois, after passing this, will change their local unit template to include this language, but then each local unit will have to individually vote to accept those changes. The only requirement the IRS has is that the money has to go to a 501(c)(3).

All the rest is a bunch of procedural crap and nitpicking, but I can understand why they would want it spelled out, even if some of it seems over the top. I wouldn't be at all surprised if some local units leave the PTA and then still try to take advantage of the PTA's tax exemption for sales tax, for example, and that's just not right.

I continue to be a big fan of the "just let the PTA go dark without a new membership campaign" approach.

I found this to be interesting and figured I'd post here for discussion and feedback. The Illinois state PTA is proposing bylaws changes with some of the most significant changes around dissolution. You can read the proposal here (page 21 of the link):

illinoispta.org/Convention2011/Convention.pdf

I imagine the proposal will pass (because the vote will be taken largely by the same folks who proposed the bylaw -- state conventions can be echo chambers), but I can't imagine how this could be considered good for a local unit. Illinois is trying to make it legalistically very difficult to disband, even though the more artificial hurdles like this that go up, the more leaving groups will just leave on their own (ignoring the overly-officious bylaws) or simply let the group go dark without any process.

A thought question: would the state PTA ever accede to these same demands if National PTA tried to put them in place re: a state disbanding?

Some highlights with comment:

Section #20: DISSOLUTION: Voluntary End of Affiliation with PTA
A. To end affiliation with the State and National PTA, a local unit must legally dissolve in accordance with the process established in these Bylaws. Seeking legal counsel may be advisable.
1. Send a request for dissolution to the Illinois PTA office, containing the following:
a. a signed petition of fifteen (15) members or twenty-five percent (25%) of the membership not including members of the executive board of the local unit, whichever is larger, recommending dissolution; (WHAT IF ONLY HAVE 25 MEMBERS AND 7 ARE ON BOARD?)

c. notice of dissolution meeting, giving members thirty (30) day notification and seven (7) day reminder; and
2. Conduct a dissolution meeting of the general membership
a. an Illinois PTA representative shall be given opportunity to speak first; (REALLY???? WHO'S MEETING IS IT?)

b. determine that a quorum is present; *
3. Minutes of the meeting must include:
B. Dissolution of the local unit ends all rights and privileges associated with affiliation with State and National PTA, and the local unit:
2. must cease and desist from using the Federal Employer Identification Number (FEIN) issued to the local unit as a constituent association organized by the authority of the Illinois PTA; (I BELIEVE MOST LOCALS HAVE THEIR OWN FEIN)

3. 4. must distribute all remaining funds and assets to a recognized and approved 501 c 3 association, in accordance with IRS requirements, within thirty (30) days or those funds shall revert to the Illinois PTA; (FUNDS RAISED BY THE LOCAL SCHOOL PARENTS SHOULD GO TO THE STATE PTA? .)

5. notify all necessary governmental agencies of the action taken, including but not limited to: the Illinois Department of Revenue, the Illinois Secretary of State if incorporated, the Internal Revenue Service; (WAY PAST THE PURVIEW OF THE BYLAWS)
6. notify all entities with who you do business of the action taken, including but not limited to: banks, suppliers/vendors, insurance provider and school districts; (DITTO)
7. perform a complete audit of the financial records of the local unit; and
8. provide the Illinois PTA via the state office, the following:
a. copy of the final audit;
b. copy of final report filed with the Internal Revenue Service;
c. copy of IRS Schedule N, distribution of remaining funds;
d. copy of notification of dissolution to governmental agencies as required in B5 above.
C. The Illinois PTA, as the authority under whom the local unit was granted tax-exempt status, has the right as the holder of the group exemption to approve any organization receiving funds from the dissolved local unit. (ACCORDING TO WHOM? IRS DOESN'T SAY THIS AT ALL.)

In my opinion, these changes were written in this way for one reason only: to scare local units from thinking of disbanding. It's bullying. The funny thing is that the vast majority of disbanding groups I talk to spend all the $$ down (so the money clauses are irrelevant) and basically -- after they've decided to make a change -- just let the PTA go dark without a new membership campaign. Groups aren't hostages, no matter how many bylaws/scares are made. Groups don't stay because it's hard to leave; they stay if they feel like PTA is a great fit for their group.

Tim