momaboo - don't be intimidated. We've all been where you are (brand new) and have learned things along the way, just like you will too. And you have friends here to help you so you have nothing to worry about. Let me try to explain a few things a little better:
Bylaws are the list of rules that your group follows regarding membership requirements, accounting practices, roles of each officer, voting procedures, quorum - which means the number or percent of voting members who need to be present at your meetings for voting to take place. For example, my last group required "a majority" which meant 50% + 1. So, if we had 20 voting members, we needed at least 11 to be at any meeting for us to vote on things. Robert's Rules of Order is a very large and intimidating book that is a commonly referenced Parliamentary Authority. It basically outlines how meetings are run. Check out these two links here on PTO Today's Bonus Tools page (see tab at the top of this screen) :
Bonus Tools - The Kitchen Sink - Roberts Rules: 10 Things You Should Know
Bonus Tools - Resource Links - An exhaustive list of sample bylaws links
501c3 - If your group is an independent 501c3 it means you are an independent group. You have your own rules, Federal tax ID #, and so on. If you are a branch of the school and use their tax ID # then you are a service branch of the school and would fall under the rules of the administration and school board. You could still draft your own bylaws but the school would have final say in your activities.
Policies and Procedures are just a list of rules that you expect all of the volunteer members of your group to follow but would fall outside of the very formal bylaws. Like: Sign In/Sign Out rules at the school, Younger kids at events (like room parties), which copiers to use, where your mail is kept, how to distribute items to teachers, parents, students or school wide, rules about what can or can't be on your bulletin board, website or newsletter.
PTO Today Magazine is a great tool and I believe each group is eligible for one free subscription. Look to the left of the page. The Butterfly Net Lady with the article "25 Ways to Catch and Keep Volunteers".
I think it's fantastic that you have two staff members on the board because they know the inner workings of the school. However, I'm a firm believer that the key officers of a parent group should be parents. If the staff members also happen to have students in attendence then terrific.
I'm serious about sharing documents. Send a message to me at the address listed above and I'll send whatever I have. And I'm sure Shawn and Michael B are sincere as well because that's what we do here - share.
Oh yeah, and dlf might be mad at me for name dropping (I got in trouble for this a lot with my old group) but she's just so creative. She's a regular poster here but is on vacation right now. Search for posts by her and you'll see what I mean!!! LUV is amazing too and her suggestion for a mission statement is great.