BY LAWS
OF
GATEWAY COLLEGE PREP PTO (revised April 2024)

A NOT-FOR-PROFIT CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF TEXAS

ARTICLE I - OFFICES

The principal office of the corporation shall be in the City of Georgetown, in the County of Williamson, in the State of Texas.

The corporation may also have offices at such other places within or without this state as the board may from time to time determine or the business of the corporation may so require.

ARTICLE II - PURPOSES

The purposes for which this corporation has been organized are as stated in the Certificate of Incorporation which may be amended as required.

The Corporation is organized exclusively for charitable, religious, educational and scientific purposes, including for such purposes, the making of distributions to organizations that qualify as an exempt organization under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

The Mission of Gateway Prep PTO is to support Gateway College Preparatory School. Through volunteering and fundraising we will provide support and funding for activities and supplies that promote community, understanding, cooperation, and support among students, teachers, and families of Gateway College Preparatory School as well as enrich the academic experience of the same.

No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the corporation shall be carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Nothwithstanding any other provision of these articles, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from Federal Income Tax under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Upon dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or state or local government for public purpose. Any such asset not so disposed of shall be disposed of by the Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purpose or to such organization or organizations as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE III - DIRECTORS AND OFFICERS

1. MANAGEMENT OF THE CORPORATION

The corporation shall be managed by the board of directors which shall consist of at least seven directors. Each director shall be at least eighteen (18) years of age.

2. BOARD OF DIRECTORS

The board of directors will consist of the seven Executive Board officers including: President, High School Vice-President, Middle School Vice-President, Elementary School Vice-President, Treasurer, Secretary and Parliamentarian. Four additional officers will consist of Fundraising, Membership, Communications and Hospitality. Any two or more offices may be held by the same person, except the Executive offices. Using the procedure detailed in Article III-10, the board may add other officers as needed. The listed officers and any additional officers as added by the board shall make up the Board of Directors. Each board of director position will equal one vote.

3. ELIGIBILITY

The privilege of holding an office shall be limited to members whose dues are paid, who have passed background checks and are eligible to volunteer per Orenda’s screening process, and who have been members for at least thirty (30) days prior to election or appointment; ninety (90) days for any Board of Directors appointment. An officer must have, as a member of the officer’s household, a student currently enrolled in Gateway College Preparatory School. Executive Officers shall be limited to two consecutive terms in the same office, and all other officers will be limited to three consecutive terms in the same office.

4. NOMINATING COMMITTEE

At each annual meeting of members the membership shall elect at least 7 officers to fill the 11 offices of President, High School Vice-President, Middle School Vice-President, Elementary School Vice-President,Treasurer, Secretary, Parliamentarian, Fundraising, Membership, Communications, and Hospitality. Prior to the election meeting, a nominating committee shall be formed. The committee shall be responsible for reviewing and interviewing candidates and selecting a slate consisting of at least one eligible candidate for each office.

The committee shall consist of a minimum of three volunteer members of the PTO organization as follows: at least one member appointed by the current Board of Directors, at least one member who has, as a resident of that member’s household, a secondary student, and at least one member who has, as a resident of that member’s household, an elementary student. Members of the committee shall not be related by blood or marriage and must be registered members of Gateway Prep PTO. No member of the nominating committee shall be running for offices being considered by the committee.

5. ELECTION AND TERM OF OFFICERS

The nominating committee, described in Article III-4, shall present the slate at the election meeting. At this meeting, nominations may also be made from the floor. If more than one person is running for an office, a ballot vote shall be taken. The candidate receiving a simple majority of ballots cast shall be elected to office. When there is only one candidate for an office, the election may be held by voice vote.

Officers shall have such duties, powers and functions as hereinafter provided. All officers shall be elected or appointed to hold office for a term of July 1 - June 30 and until the officer’s successor has been elected or appointed and qualified.

6. PRESIDENT

The President shall be the Chief Executive Officer of the corporation; the President shall preside at all meetings of the members and of the board; the President shall have the general management of the affairs of the corporation and shall see that all orders and resolutions of the board are carried into effect; the President shall represent Gateway Prep PTO and the Board of Directors in all communication; the President shall also serve as the primary liaison between Gateway Prep PTO and representatives of Orenda Education. The President shall perform such other duties as the board shall prescribe.

7. HIGH SCHOOL VICE-PRESIDENT

The High School Vice-President shall serve as the representative of high school families, students, and staff. As such, it is recommended that the High Vice-President shall have, as a member of the High School Vice-President’s household, a high school student currently enrolled at Gateway College Preparatory School. During the absence or disability of the President any Vice-President shall have all the powers and functions of the President as voted on by the board of directors. The High School Vice President shall perform such other duties as the board shall prescribe.

8. MIDDLE SCHOOL VICE-PRESIDENT

The Middle School Vice-President shall serve as the representative of middle school families, students, and staff. As such, it is recommended that the Middle Vice-President shall have, as a member of the Middle Vice-President’s household, a middle school student currently enrolled at Gateway College Preparatory School. During the absence or disability of the Middle School Vice-President any Vice-President shall have all the powers and functions of the Middle School Vice-President as voted on by the board of directors. The Middle School Vice President shall perform such other duties as the board shall prescribe.

9. ELEMENTARY SCHOOL VICE-PRESIDENT

The Elementary School Vice-President shall serve as the representative of elementary families, students, and staff. As such, it is recommended that the elementary Vice-President shall have as a member of the Elementary Vice-President’s household, an elementary student currently enrolled at Gateway College Preparatory School. During the absence or disability of the Elementary School Vice-President any other vice-president shall have all the powers and functions of the Elementary School Vice-President as voted on by the board of directors. The Elementary School Vice-President shall perform such other duties as the board shall prescribe.

10. TREASURER

The treasurer shall have the care and custody of all the funds and securities of the corporation, and shall deposit said funds in the name of the corporation in such bank or trust company as the officers may elect within 3-5 business days of receipt; the Treasurer shall, when duly authorized by the officers, sign and execute all contracts in the name of the corporation, when countersigned by the President; the Treasurer shall also sign all checks, drafts, notes, and orders for the payment of money, which shall be duly authorized by the officers and shall be countersigned by a secondary officer that is on the bank account; the Treasurer shall monthly exhibit the books and accounts to any officer or member of the corporation upon application at the office of the corporation during ordinary business hours. At the end of each corporate year, the Treasurer shall have an audit of the accounts of the corporation made by a committee appointed by the Executive officers, and shall present such audit in writing no later than the second general membership meeting, at which time the Treasurer shall also present an annual report setting forth in full the financial conditions of the corporation. The Treasurer shall oversee the filing of all applicable taxes, filing of applicable federal and state reports, and the continuation of minimum insurance coverage for Gateway Prep PTO and the board of directors. During the absence or disability of the Treasurer, the High, Middle, or Elementary Vice-President, as designated by the Secretary, shall have the powers and functions of the Treasurer. The Treasurer shall perform such other duties as the board shall prescribe.

Authorized bank account signers will be: President, Treasurer, High School Vice-President, Middle School Vice-President, Elementary School Vice-President.

11. SECRETARY

The Secretary shall keep the minutes of all officer and general meetings and also the minutes of meetings of the membership. The Secretary shall attend to the giving and serving of all notices of the corporation, and shall have charge of such books and papers as the officers may direct; the Secretary shall attend to such correspondence as may be assigned, and perform all the duties incidental to the office. The Secretary shall keep a membership roll containing the names, alphabetically arranged, of all persons who are members of the corporation, showing their places of residence and the time when they became members. In the absence of the Secretary, the Parliamentarian shall keep minutes. The Secretary shall perform such other duties as the board shall prescribe.

12. PARLIAMENTARIAN

The Parliamentarian advises the board of directors and PTO members on matters of parliamentary procedure and serves as a consultant, primarily in meetings, where only the chair has the authority to rule on questions of order or answer parliamentary questions. The Parliamentarian assists in interpreting the by-laws. The Parliamentarian will assist in reviewing and drafting new by-laws every 3 years with at least 2 members of the general PTO membership, not including any current other board of directors.

13. FUNDRAISING

The fundraising officer shall, in cooperation with the Treasurer, plan and implement Gateway Prep PTO fundraisers with the approval of the board of directors. The fundraising officer shall ensure that events are coordinated with Gateway College Preparatory School and other school groups. The fundraising officer shall perform such other duties as the board shall prescribe.

14. MEMBERSHIP

The membership officer shall plan and implement plans for recruitment of members for Gateway Prep PTO. Within 7 days of processing a new member application, the membership officer shall provide the relevant member information to the secretary for entry into the membership roll. Within that same 7 days the Membership office and the Treasurer will confirm receipt of payment for all membership applications. The membership officer shall perform such other duties as the board shall prescribe.

15. HOSPITALITY

The Hospitality officer shall coordinate and execute all staff luncheons in connection with the school calendar. They shall also be the primary directive during teacher appreciation week. The hospitality officer shall perform such other duties as the board shall prescribe.

16. COMMUNICATIONS/MEDIA

The Communications/Media officer shall take all communications as directed by the board and distribute that to the school population via all media necessary to communicate effectively. This officer will hold login information for all media and applications needed to perform this duty. The communications officer shall perform such other duties as the board shall prescribe.

17. INCREASE OR DECREASE IN NUMBER OF OFFICERS

The number of officers may be increased or decreased by a vote of a majority of all of the officers. No decrease in the number of officers shall shorten the term of any incumbent officer or reduce the number of officers to fewer than the required number of directors.

18. NEWLY CREATED OFFICERSHIPS AND VACANCIES

Newly created officerships resulting from an increase in the number of officers and vacancies occurring in the board may be filled by a vote of the majority of the officers then in office, although less than a quorum exists, unless otherwise provided in the certificate of incorporation. An officer elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of the officer’s predecessor.

19. REMOVAL OF OFFICERS

Any or all of the officers may be removed for cause by action of the board. Officers may be removed due to nonfulfillment of duties required by board, misconduct, theft and misrepresentation of our organization all by majority vote of the board members.

20. RESIGNATION

An officer may resign at any time by giving written notice to the board, the President or the Secretary of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.

21. QUORUM OF OFFICERS

Unless otherwise provided in the certificate of incorporation, a majority of the entire board shall constitute a quorum for the transaction of business or any specified item of business.

22. ACTION OF THE BOARD

Unless otherwise required by law, the vote of a majority of the officers present at the time of the vote, if a quorum is present at such time, shall be the act of the board. Each officer present shall have one vote per office held.

23. PLACE AND TIME OF BOARD MEETINGS

The board may hold its meetings at the office of the corporation or at such other places, either within or without the state, as it may from time to time determine.

24. REGULAR ANNUAL MEETING

There will be 4 general meetings held each year, one for each quarter of the school year. They will be held in September, November, February and April. There will be a full board meeting OR executive board meeting held monthly in addition to the general meetings. A regular annual meeting of the board shall be held at least 30 days prior to the last day of each academic year.

25. NOTICE OF MEETINGS OF THE BOARD, ADJOURNMENT

Regular meetings of the full board or executive board shall be held monthly at such time and place as it shall from time to time determine. Special meetings of the board shall be held upon notice to the officers and may be called by the President upon seven days notice to each officer either personally or by e-mail, mail or by phone; special meetings shall be called by the President or by the secretary in a like manner on written request of two officers. Notice of a meeting need not be given to any officer who submits a waiver of notice whether before or after the meeting or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to the officer.

A majority of the officers present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given to all officers who were absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other officers.

26. EXECUTIVE AND OTHER COMMITTEES

The Executive board shall consist of President, High Vice-President, Middle Vice-President, Elementary Vice-President, Treasurer, Secretary and Parliamentarian. The duties of the Executive committee shall be to transact business between and in preparation for officer meetings. The board, by resolution adopted by a majority of the entire board, may designate from among the corporation membership a regular committee, each consisting of at least one officer and at least one member of the corporation. Each such committee shall serve at the pleasure of the board.

27. SURETIES AND BONDS

In case the board shall so require, any officer or agent of the corporation shall execute to the corporation a bond in such sum and with such surety or sureties as the board may direct, conditioned upon the faithful performance of the officer or agent’s duties to the corporation and including responsibility for negligence and for the accounting for all property, funds or securities of the corporation which may come into the officer or agent’s hands.

ARTICLE IV – FINANCES

1. FISCAL YEAR

The fiscal year of the PTO begins July 1 and ends June 30 of the following year.

2. BUDGET

A tentative budget shall be drafted collectively between current and newly elected officers in May for the following fiscal year and be presented for general membership vote during the September general meeting.

3. BANKING

All funds shall be kept in a checking account in the name of Gateway College Prep PTO, held at a local financial institution. Authorized signers shall include President, High School Vice-President, Middle School Vice-President, Elementary School Vice-President, Treasurer. Cash deposits must have two signatures prior to being deposited at the institution. Changing hands of such deposit must be verified with additional signature of acceptance and verification of depositor. I don’t really understand what this last sentence means. All bank signers will have access to all login information for any online websites that the PTO may utilize.

4. EXPENDITURES

All expenditures that have not been previously included in the budget will require a majority vote by the board of directors.

All receipts must be submitted to the Treasurer within 3-5 days of all purchases. Lack of receipts or delayed submission may result in non-reimbursement and/or suspended purchasing privileges. No sales tax incurred by the purchaser will be refunded by the PTO for any expenses made.

Any expense items that cannot be appropriately allocated to a budget line item included in the annual budget, then the addition of a new budget line item must be voted on at a general or special membership meeting and approved by quorum of officers and majority of membership.

5. REPORTING

All financial activity shall be recorded in a computer-based accounting system. The Treasurer shall reconcile the account(s) monthly and report all financial activity at monthly officer meetings.

The Secretary shall arrange an independent review of financial records each year.
6. ENDING BALANCE
The organization shall leave a minimum of $2,500 in the treasury at the end of each fiscal year.

7. CONTRACTS
Authorization to sign contracts is limited to officers with President approval.

ARTICLE V – CONSTRUCTION

If there be any conflict between the provisions of the certificate of incorporation and these by-laws, the provisions of the certificate of incorporation shall govern.

ARTICLE VI - AMENDMENTS

The by-laws may be adopted, amended or repealed by the members at the time they are entitled to vote in the election of officers. Proposed amendments shall be presented to the membership at least 7 calendar days prior to being considered for voting at a regular or special meeting. Amendments shall be made available for review via the regular mode of communication that is used to disseminate information to the families/guardians of Gateway students. Additionally, at least one paper copy shall be made available for review at the Gateway College Preparatory School campus. Two-thirds (2/3) approval of all members present and voting is required to adopt an amendment to the bylaws. The board of directors shall not adopt, amend, or repeal the by-laws without following the aforementioned procedures.

If any by-law regulating an impending election of officers is adopted, amended or repealed by the membership, there shall be set forth in the notice of the next meeting for the election of officers the by-law so adopted, amended or repealed, together with a concise statement of the changes made.

ARTICLE VII- INDEMNITY
The Corporation shall indemnify its directors, officers, and employees as follows:

Every director, officer, or employee of the Corporation shall be indemnified by the Corporation against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon the director, officer, or employee in connection with any proceeding to which the director, officer, or employee may be made a party, or in which the director, officer, or employee may become involved, by reason of being or having been a director, officer, employee, or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, or agent of the Corporation, whether or not the person is a director, officer, employee, or agent at the time such expenses are incurred, except in such cases wherein the director, officer, employee, or agent is adjudicated guilty of willful misfeasance or malfeasance in the performance of duties. The Corporation shall provide any person who is an officer, director, employee, or agent of the Corporation or was serving at the request of a director, officer, employee, or agent of the Corporation the indemnity against expenses of suit, litigation, or other proceedings which is specifically permissible under applicable law.

ARTICLE VIII- GENERAL MEMBERSHIP 1. ELIGIBILITY AND TERM OF MEMBERSHIP

Gateway Prep PTO membership is open to legal guardians or parents, family, alumni and faculty or staff of Gateway College Preparatory School. Interested parties may become members by filling out the registration form and paying the annual membership dues. Membership shall be valid from July 1 to June 30 each fiscal year.

2. DUES

Annual membership dues shall be set by the Board of Directors before the start of each academic year taking into consideration past due amounts. Dues are effective for that year. Those in financial need are not required to pay dues, but must make best and reasonable efforts to perform volunteer service to the Gateway Prep PTO. Membership dues are used for Gateway Prep PTO operating expenses, and are not collected for the purpose of grant allocation(s) to any specific program.

3. VOTING RIGHTS

Each registered membership shall be equal to one vote, one per household. If dues are charged, a member must have paid dues at least 30 calendar days before the meeting to be considered a member in good standing with voting rights.

4. QUORUM OF MEMBERSHIP

Unless otherwise provided in the certificate of incorporation, the members present at a meeting plus a majority of the entire board shall constitute a quorum for the transaction of business or any specified item of business.

5. MEETING OF MEMBERS

Meetings of the membership shall be held upon notice to the members and may be called by the chair upon 15 days notice to each member either personally or by e-mail, mail or by social media/website; special meetings shall be called by the chair or by the Secretary in a like manner on written request of two members. Notice of a meeting need not be given to any member who submits a waiver of notice whether before or after the meeting or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to the member.

A majority of the members present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given to all members who were absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other members.

The foregoing By-Laws were adopted by the directors of:
Gateway College Prep PTO
On the 23rd day of April, 2024.