ARTICLE I NAME ARTICLE II PURPOSE

CHERRY CREEK SCHOOL DISTRICT PARENT TEACHER COMMUNITY COUNCIL, INC. WILLOW CREEK ELEMENTARY (WCE) SCHOOL PARENT/TEACHER ORGANIZATION (PTO) BY-LAWS YEAR 2012/2013 As Amended October 2012 ARTICLE I NAME The name of the organization shall be the Cherry Creek School District Parent Teacher Community Council, Inc. Willow Creek Parent Teacher Organization PTO, hereafter known as the PTO. ARTICLE II PURPOSE Section 1. The purpose of the organization shall be threefold: to promote the welfare of the students; to enhance the understanding among parents, teachers, community members, and school officials; and to serve as a forum for discussion between parents, teachers and the community, and is organized solely for charitable, scientific, literary or educational purposes as defined in Section 501(c)(3) of the Internal Revenue Code. This organization is not a private foundation. Section 2. This PTO is a subordinate organization of and is organized under authority granted by the Cherry Creek School District Parent-Teacher Community Council, Inc., otherwise known as CCSD Parents Council, hereafter known as the PTCO. ARTICLE III OPERATING PRINCIPLES The following are the operating principles to be followed by this PTO, as required by Cherry Creek School District Parent-Teacher-Community Council, Inc. (CCSD Parents Council). 1. The organization shall promote the goal of a quality education and support for the general welfare of all students at Willow Creek Elementary by working with the faculty and staff, the Cherry Creek School District community and students. 2. The organization shall not engage in, or endorse, any commercial activities. This does not, however, prevent the organization from carrying on fund raising activities related to its purpose. Nor does it prevent a commercial enterprise from sponsoring an activity related to the organization s purpose. 3. TITLE 26, SECTION 4911 of the Internal Revenue Code A Parent Teacher 501(c)(3) Tax-Exempt Organization is allowed: 1 of 16

To participate in political activities and supporting or influencing legislation, such as a school budget issue or a referendum. To participate in activities to influence legislation that may be considered as directly connected to the survival of the organization, such as a referendum supporting education. To have a speaker come and present information for or against proposed legislation. A Parent Teacher 501(c)(3) Tax-Exempt Organization is not allowed: To expend monies to have a candidate running for election as a speaker at a meeting, or to endorse a political candidate. To expend a substantial amount of their funds on activities to influence legislation. A conservative rule of thumb is that the PTCO spend no more than five percent (5%) of its annual expenditures in support of election activities. 4. No substantial part of the activities of the organization shall involve attempts to influence legislation or other political activities. The organization shall not participate in, on behalf of or in opposition to, any campaign for a candidate for political office. This does not prohibit the distribution of non-partisan materials or the holding of non-partisan candidate forums. 5. No part of the net earnings of the organization shall inure to the benefit of its members, directors, officers, or other private persons. The organization shall not carry on any activities not permitted by an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code. 6. Upon the dissolution of this organization and after paying for the debts of the organization, the remaining assets shall be distributed to one or more non-profit organizations, which are tax-exempt under Section 501(c)(3) of the Internal Revenue Code. ARTICLE IV AFFILIATION WITH CCSD PARENTS COUNCIL (CHERRY CREEK SCHOOL DISTRICT PARENT TEACHER COMMUNITY COUNCIL, INC) Section 1. This organization is organized under the authority of the Cherry Creek School District Parent-Teacher-Community Council, Inc. (CCSD Parents Council) and is chartered as a subordinate organization in accordance with the rules prescribed by the CCSD Parents Council. Section 2. The Co-Presidents and the Co-Treasurers of the PTO to the CCSD Parents Council affirming their continuation as a subordinate organization under the CCSD Parents Council Tax Exempt 501(c)(3) status with the Internal Revenue Service shall sign an annual Affiliation Letter. A copy of the document with the original or facsimile signature shall be provided to the 2 of 16

CCSD Parents Council. acceptable. A signature received via a FAX or electronic document is deemed Section 3. The membership fee required by the CCSD Parents Council shall be an obligation of this organization. Section 4. A copy of the by-laws, including certain provisions required by the CCSD Parents Council, shall be forwarded to the CCSD Parents Council Treasurer upon adoption. Further, when amendments are made to the by-laws, a copy of the amended by-laws shall be submitted to the CCSD Parents Council. Section 5. Copies of all annually required financial filings to the Internal Revenue Service and the Secretary of State (State of Colorado) shall be submitted to the Treasurer of the CCSD Parents Council within 30 days of filing. Section 6. Permanent books and records shall be maintained with sufficient detail to adequately reflect all sources of income and nature of expenditures. Such books and records will be made available for inspection, at reasonable times upon request of an authorized representative of the CCSD Parents Council. Section 7. The Co-Presidents of this organization shall be members of the CCSD Parents Council. If the Co-Presidents are unable to attend regular Parents Council meetings, one or more Executive Board Members shall be assigned to attend and report during regular PTO meetings. The membership fee required by the Council shall be an obligation of this organization. Section 8. As a subordinate organization of the CCSD Parents Council, this group is obligated to operate in accordance with provisions required by the CCSD Parents Council and the Operating Principles outlined in these Bylaws, and is subject to investigation, mediation and decisions of the Parents Council Executive Board, as deemed necessary to uphold the Purpose of this organization and protect its tax status. Failure to comply with these provisions could result in withdrawal by the CCSD Parents Council of the charter of this organization and removal of all affiliate benefits. ARTICLE V POLICIES The policies of this organization shall be developed through conferences, committees, and projects. This organization shall not seek to direct the administrative activities of the school or to control its policies. ARTICLE VI GENERAL MEMBERSHIP Section 1. General Membership. General membership shall consist of the parents or guardians of students, the administrators, the faculty, and the staff of Willow Creek Elementary. 3 of 16

Section 2. Associate Membership. Associate membership shall consist of the students of Willow Creek Elementary and interested community members. Section 3. Dues. No dues shall be required for membership. ARTICLE VII MEETINGS Section 1. Regular monthly meetings of the membership shall be held during the school year. The meeting dates for the entire year should be published before the beginning of the school year, but no less than 30 days prior to the meeting, through print and electronic means available to the organization. Section 2. Meetings shall be open to all members of the organization and interested community members. Section 3. The President(s) or the Principal with a five-day notice, through print and electronic means available to the organization, may call special meetings of the Executive Board or general membership. Section 4. A joint meeting of the outgoing and incoming Boards shall be held at the last regular executive board meeting of each school year. Section 5. Members of the Board shall attend all regularly scheduled meetings during the year and may not be absent from more than three meetings. Failure to comply may constitute a vacancy. Exceptions to this policy may be appealed to the Executive Board. Section 6. Minutes shall be kept at all general and executive board meetings. Section 1. The Nominating Committee. ARTICLE VIII ELECTION AND REMOVAL OF OFFICERS A. A Co-President shall serve as the chairperson of the nominating committee. B. The committee shall consist of the Principal, two Board members, and one General Member. C. The Nominating committee shall begin soliciting nominations in January from the General Membership and executive board membership. D. Any general member interested in serving on the executive board will complete a nomination form provided by the current executive board. Also, people can be recommended by the submission of a nomination form on an individual s behalf. If the person interested in an executive board position is a current board member, he/she will submit a form as well. 4 of 16

E. The Nominating Committee shall submit at least one nominee for each elected office. The slate of candidates for each office shall be presented at least 30 days prior to voting. The slate will be presented to the general membership at the March general membership meeting. F. The slate will be voted on during the April general membership meeting. G. For continuity purposes, the Nominating committee should give strong consideration to selecting the nominee for Co-President from the outgoing Executive Board. H. No officer shall be eligible to serve in the same office for more than two consecutive years, unless other candidates are not available or special circumstances dictate the need for a longer term than two years. Section 2. Election. The election shall be held at the April meeting, at which time Nominations from the floor can be made, providing the consent of each floor nominee has been made. Section 3. Voting. The election shall be by voice vote if there is only one nominee for the office. If more than one candidate is nominated for an office, theelection shall be by a plurality of those present, by a written ballot. Section 4. Resignation. An Officer or Board Member may resign by delivering written resignation to the President, Treasurer, or Secretary of the corporation, to a meeting of the Board Members or General Members. Such resignation shall be effective upon receipt (unless specified to be effective at some other time) and acceptance thereof shall not be necessary to make it effective unless it so states. Section 5. Removal. An Officer or Board Member may be removed from office as a result of failure to fulfill the duties of the office or for conduct detrimental to the best interests of the PTCO or PTO by an absolute two-thirds vote of the Executive Board at a meeting of the Executive Board called for such purpose provided that written or electronic notice of such meeting and its purpose be sent to each Officer and Board Member at least ten (10) days prior to such meeting. ARTICLE IX QUORUM, VOTER ELIGIBILITY AND VOTING Section 1. Quorum. The number of members present at any given general meeting shall constitute a quorum, provided adequate notification of the meeting. Section 2. Voting. Each member of this organization present at a general meeting shall have one vote. Unless otherwise required by the by-laws, the majority vote shall decide all matters at the meeting. The Co-presidents shall vote only in the event of a tie vote. Section 3. Conflict of Interest: A separate conflict of interest policy, incorporated herein by reference, has been adopted and approved by the PTO. 5 of 16

Section 4. Voting by Electronic Communication. A. The Executive Board may take action, without a meeting by electronic communication if action is required before the next scheduled meeting. A notice stating the action to be taken and the time by which a response is required must be included in the electronic communication to each member of the Board. B. The board member may vote or demand action not be taken without a meeting by the required response date in like communication. C. Failure to respond by the time stated in the notice will have the same effect as abstaining from voting. D. The action passes with affirmative vote from the simple majority of the Executive Board. E. The action must be ratified at the next scheduled meeting and documented in the minutes. ARTICLE X EXECUTIVE BOARD OFFICERS AND THEIR DUTIES Section 1. Officers. The officers of this organization who shall be known as the Executive Board shall be: A. Co-Presidents B. Co-Treasurers C. Secretary D. Vice President Communications E. Vice President Special Events F. Vice President(s) Volunteers G. Vice-President(s) Ways and Means H. The Principal shall serve as Fifth Vice-President. I. Member-at-Large J. The same person may hold no two offices at the same time. Section 2. Qualifications. Officers must be members in good standing of the WCE PTO and the CCSD PTCO. The following criteria should be considered in filling the slate: A. Willingness to serve B. Time available C. Understanding of PTO functions D. Past experience E. Communication skills Section 3. Duties of Officers: A. Co-Presidents Shall: 1. Be responsible for fulfilling the provisions of these by-laws. 2. Preside at all General and Executive Board Committee Meetings. 6 of 16

3. Take such action as necessary to fulfill the provisions of all motions passed at meetings. 4. Maintain open communication with the Principal. 5. Consult with the officers in the performance of their duties. 6. Assist the VP of Volunteers appoint standing and ad hoc committee chairpersons, with the assistance of the Executive Board, and coordinate their duties. 7. Appoint representatives as deemed necessary or stated in these by-laws, with the assistance of the Executive Board. 8. Assist with the formulation of the budget and maintain familiarity with the accounting records. 9. Establish the date, time, and place of all regular meetings of this organization with the assistance of the Executive Board. 10. Set the agenda for all General and Executive Board meetings. 11. Distribute a PTO Handbook to the entire Board at the beginning of the year containing Parliamentary Procedures, explanation of duties and guidelines for an effective board member, a current timeline/year-end report, schedule of PTO meetings and activities, PTO purchase orders, and any other pertinent information. 12. Attend CCSD Parents Council general meetings or assign a representative (Parents Council Representative or Representatives). 13. Be a member ex-officio of all committees, with the exception of the nominating committee in which the second year Co-President will serve as the chairperson. 14. Review monthly financial statements with the Co-Treasurers. 15. Appoint an examiner not on the current Executive Board to conduct the yearend fiscal review checklist as found in the PTCE handbook and submit a copy of the review to the treasurer of CCSD Parents Council no later than September 30 th of the given year. 16. Appoint a nominating committee by the January General PTO meeting according to the by-laws. 17. Oversee Orientation/Registration in August. 18. Attend Kindergarten Orientation in the Spring. 19. Support other executive board members in their responsibilities. 20. Submit an annual affiliation letter to the CCSD Parents Council asking to continue as a subordinate organization under the 501(c)(3)-tax exempt group status, in conjunction with the co-treasurers, per the PTCO handbook. 21. Shall be designated cosigners on the WCE PTO Checking Account. 22. Attend a minimum of one CCSD Parents Council Leadership Workshop upon election. 23. To the best of their ability, attend District functions where individuals from your school are invited and/or honored, including Area Director luncheon(s), Exceptional Volunteer of the Year event, Open Forum roundtable discussions and the Teacher of the Year banquet. 24. Facilitate any other roles as deemed appropriate for the position of the Co- Presidents. 7 of 16

25. Recognize outgoing fifth grade parents at a general PTO meeting in the spring. B. The Co-Treasurers shall: 1. Receive, deposit, and disperse the funds of the organization, as authorized by the Executive Board. 2. Be the custodian for the organization of funds, which shall be deposited in a bank, designated by the Executive Board. 3. Maintain and reconcile the organizations checkbook with bank records. 4. Maintain an accurate record of all financial transactions by keeping an itemized account of receipts and expenditures, and maintain an available copy for review by interested parties given notice of one week. 5. Present a monthly Treasurer s statement to the Executive Board. This report should show the bank statement balance. 6. Be available to present a report on accounts at general meetings. 7. Work directly together dividing duties, using a checks-and-balances system and the PTO software. The software is passed on to the following year s Co- Treasurers. 8. Prepare the annual budget with the assistance of the Executive Board. Budget will be approved by the Executive Board no later than the April and ratified by the General Membership. 9. Submit a copy of the annual budget to the Treasurer of the CCSD Parents Council upon formal approval by the PTO membership. 10. Make the books and tax return available for independent review by a qualified individual to be appointed by the Executive Board sometime after the end of the school year (June 30). 11. File annual Charitable Organization report in the State of Colorado with the Secretary of State. 12. File all annual financial statements/tax returns and schedules, regardless of income, with the Internal Revenue Service and the Department of Revenue. 13. Send copies of each filing to the Treasurer of the CCSD Parents Council no later than 30 days after such filing. 14. Attend a minimum of one CCSD Parents Council Treasurer s Workshop upon election. 15. Facilitate any other activities as deemed appropriate for the Treasurer. 16. File Colorado Sales Tax Exemption Application in September of even years. C. The Secretary Shall: 1. Record, transcribe, and distribute the minutes of all PTO general and Executive Board meetings. 2. Maintain a permanent electronic PTO file of meeting minutes and provide a paper copy upon request. 3. Keep a current copy of the by-laws, budget, and calendar. 4. Keep a file of monthly publications of the PTO newsletter. 8 of 16

5. Keep a record of all the General and Executive Board PTO meetings, including handouts from meetings, and be responsible for the distribution of minutes: a. Take a silent roll call at meetings. b. Place a summary of the general PTO minutes and give notice of date, time, and place of all meetings on the WCE website. c. Provide copies of minutes for approval at next meeting. 6. Conduct correspondence as directed by the Executive Board. 7. Oversee the production of the PTO newsletter. 8. Provide a copy of the Executive Board listing, including contact information (Name, Address, Phone and E-Mail Address of each) to the CCSD Parents Council upon election. 9. Update as necessary all contact information for the executive board and disseminate in a timely fashion. 10. Conduct correspondence with any identified individuals as requested by the executive board. 11. Facilitate any other activities as deemed appropriate for the Secretary. D. Vice President of Communications: 1. Facilitate the creation/adaptation of the school directory. 2. Generate a report for Campus and West Middle Schools with their respective incoming sixth graders. 3. Facilitate any other activities as deemed appropriate for the VP of Communications. E. Vice President(s) of Special Events shall: 1. Facilitate the Buddy Family Program. 2. Facilitate the Newcomer s Gathering at the beginning of each school year. 3. Facilitate Muffins for Moms. 4. Facilitate Donuts for Dads. 5. Recognize retiring faculty. 6. Facilitate events/activities as they arise and are deemed appropriate for the role of VP of Special Events. F. Vice President(s) of Volunteers shall: 1. Update Volunteer Management Software to accurately represent volunteer positions available for the school year. 2. Maintain and update the volunteer coupon book on an annual basis. 3. Communicate open volunteer positions as necessary. 4. Train and assist chairpersons in the use of Volunteer Management Software. 5. Facilitate Committee Chair Orientation before the school year begins. 6. Coordinate and assign Classroom Coordinators in conjunction with the teachers. 7. Identify and place open committee chair positions. 8. Facilitate Classroom Coordinator Information Meeting within three weeks of the beginning of the school year. 9 of 16

9. Coordinate the Spring Volunteer Appreciation Event, honoring all volunteers at the school. 10. Work in cooperation with the teachers and classroom coordinators in meeting the volunteer needs of each grade level and specials area. 11. Facilitate the assignments of cross walk duties for the first two weeks of each school year. 12. Facilitate any other activities as deemed appropriate for the VP of Volunteers. G. Vice President(s) of Ways and Means shall: 1. Be responsible for the execution of the pledging program. 2. Shall coordinate pledging efforts or fundraisers to defray the cost of the budget. 3. Shall be responsible for coordination and dissemination of installment reminders on an annual basis. 4. Facilitate any other activities as deemed appropriate for VP Ways and Means. H. The Fifth Vice-President (Principal) shall: 1. Be an ex-officio member of all committees. 2. Be a liaison to district administration. 3. Appoint faculty representatives to the PTO to attend general meetings when available. 4. With the assistance of PTO members, coordinate activities to gain community involvement. 5. Shall attend a monthly meeting with the Co-Presidents to address matters prior to the executive board meetings. I. Member-at-Large shall: 1. Represent the general membership on issues of interest or concern, particularly those that arise outside of the standing committee structure. 2. Conduct projects to further the goals of the organization or to develop services for the membership. 3. May serve as chair of any ad hoc committee formed to develop these projects. 4. Facilitate any other activities as deemed necessary. Section 4. Privileges and Responsibilities of the Executive Board: A. May call special PTO meetings. B. May conduct the business of the organization requiring immediate action and report such action taken at next PTO meeting. C. Shall read/distribute the minutes of the Executive Board meetings and the action taken or voted upon at the next general membership meeting. D. Shall prepare a yearly budget and submit to the general PTO membership for approval. E. Shall maintain the right to authorize expenditures up to $500.00 without approval of the general membership. 10 of 16

F. Shall give at least two days notice prior to a meeting where a vote is to be taken allocating non-budgeted funds for a purchase over $500.00. G. The WCE PTO will budget a portion of its funds towards the support of school personnel salaries, specifically paraeducators, the Executive Board will determine and reserve one-third of that amount by May of the school year prior to the year in which the funds will be used for such salaries. H. The outgoing Board shall leave the incoming Board at least $1,000 for operating expenses in an accessible account. Section 5. Executive Board Meetings A. A simple majority of the Executive Board members shall constitute a quorum. B. The Executive Board shall meet at least once a month during the school year. All members of the Executive Board should attend the monthly meetings. C. In order to plan for the following year, the Executive Board meeting in May shall be a transition meeting with both previous and new Board members in attendance. Each member present will have one vote. D. General membership wishing to present any matter of business related to the objectives and policies of the PTO or to make an announcement should contact the Co-Presidents or Principal seven days prior to scheduled executive board meetings so the request may be placed on the agenda. Section 6. Voting. Each member of the Executive Board shall have one vote. Section 7. Vacancies. In case of a Co-President s vacancy, the Executive Board shall nominate and elect another executive board member to assume those duties. Other vacancies shall be filled by a majority vote of the PTO, with due notice of such election having been given to the general membership. Nomination may come from the Executive Board and the floor. The Co-Presidents may appoint a temporary officer until such election can occur. ARTICLE XI COMMITTEES AND THEIR DUTIES Section 1. All volunteer committees shall be chaired by at least one chairperson. Members can serve as co-chairs of committees as long as it is agreeable to both parties. A. The Accountability Committee shall: 1. Measure the success of WCE creating an improvement plan with specific goals and action plans, and advising the principal on appropriate school issues. B. The Assets Committee shall: 1. Carry out Red Ribbon Week with the assistance of The Red Ribbon Week Committee. 2. Foster awareness of the 40 developmental assets, as per Cherry Creek School District s direction. 11 of 16

C. Cherry Creek Community Legislative Network (CCCLN) shall: 1. Attend meetings and tours whose purpose is to promote education issues, legislation and the legislative process. D. The Classroom Coordinators shall: 1. Be a means of communication between the teacher, parents, and the Vice President(s) of Volunteers. 2. Utilize all parents who have volunteered to assist in the class. 3. Recruit additional classroom parent volunteers when needed. E. The Hospitality Committee shall: 1. Organize and solicit volunteers to provide meals during fall and spring conferences. 2. Be responsible for all PTO entertainment supplies. 3. Provide snacks bi-monthly for staff meetings. F. Parent Information Network (PIN) Representative shall: 1. Attend monthly meetings at SARC and relay information back to the WCE community at general meetings. Section 2. Ad Hoc Committees. At any time throughout the year, the executive board can appoint chairs for the committees based on volunteer response. A. The Accelerated Reader (AR) Committee may: 1. Assist the Media Specialist with AR incentive programs including various activities and communication with parents. B. The Art Department Committee may: 1. Assist art teacher as necessary. 2. Recruit and schedule art volunteers as necessary. C. Banking Day Committee may: 1. Assist the banking day chairperson weekly with students opening and maintaining savings accounts. D. The Book Fair Committee may: 1. Schedule the Book Fair. 2. Recruit and schedule volunteers. E. Box Tops for Education may: 1. Collect box tops from hundreds of participating sponsors as well as online 2. Money earned will be used for teacher grants or other PTO initiatives that are consistent with the mission and purpose of WCE PTO. F. The Community Connections Committee may: 12 of 16

1. Coordinate any community or service learning projects with the faculty and administration. 2. Help to instill a sense of philanthropy. G. The Destination Imagination (DI) Committee may: 1. Recruit coaches, judges, and teams for all DI competitions as requested and with the assistance of the faculty representative. 2. Serve as a liaison between parents, staff, and administration. H. The Directory committee may: 1. Collect information. 2. Publish the directory. I. The Focus Board Committee may: 1. Maintain the bulletin board that is in the entry hall of the school. 2. The principal shall work with this committee chair on desired projects. J. The International Festival Committee/Multi-Cultural Club may: 1. Assist students in learning about different cultures and societies. 2. Assist in arranging the International Festival which celebrates the different cultures within our school community and beyond. K. The Library Coordinator may: 1. Assist the Media Specialist as needed. 2. Recruit and schedule Media Center volunteers and arrange for their orientation. L. Spirit Wear Coordinator may: 1. Arrange and coordinate spirit wear provisions. 2. Contracts will NOT BE SIGNED WITHOUT THE APPROVAL OF THE EXECUTIVE BOARD. M. The Yearbook Committee may: 1. Publish a school yearbook. 2. Utilize committee volunteers as needed. Section 3. Appointed Representatives and Their Duties. A. Parents Council Representative(s) shall attend Parents Council meetings, seminars, and workshops; report any pertinent information to the PTO and community, act as a communicator between Willow Creek and other parent groups in the school districts and help with Parents Council Cherry Creek Community Conference. B. Willow Creek Accountability Committee Representative(s) shall attend Willow Creek Accountability Committee meetings and report any pertinent information at the PTO meetings. 13 of 16

C. Parent Information Network (PIN) Representative(s) shall attend district level meetings and report any pertinent information to the PTO and community. D. Gifted and Talented Representative(s) may attend district level meetings and report any pertinent information to the PTO. E. Cherry Creek Community Legislative Network Representative shall attend district level meetings and report any pertinent information to the PTO and community. F. Special Education Advisory Committee (SEAC) Representatives shall attend district level meetings and report any pertinent information to the PTO and community. G. The Wellness Advisory Committee Representative shall attend the district level meetings and report any pertinent information to the PTO and community. The representative may attend Accountability meetings. Section 4. Additional Committees or Elimination of Committees. A majority vote of Executive Board may authorize additional committees, either standing or temporary, may eliminate any of the current standing committees. Each chairperson may appoint additional subchairpersons to assist in carrying out duties. ARTICLE XII AMENDMENTS Section 1. Bylaws shall be reviewed by the Board annually. The second year Co-President shall lead the review. Section 2. Voting on Amendments. These bylaws may be amended at any general meeting by a majority of the votes of the General members and Board members present and voting, provided that written notice of the proposed amendments(s) shall have been given thirty(30) days prior the meeting, and have prior approval by the Executive Board. Section 3. Authority. Robert s Rules of Order, Revised (most recent edition) shall govern this organization in all cases to which they are applicable and with which these by-laws are not consistent. ARTICLE XIII CCSD PARENTS COUNCIL BY-LAWS Section 1. Pursuant to our status under the umbrella organization of CCSD Parents Council, any of the by-laws that are in disagreement with CCSD Parents Council will be superseded by CCSD Parents Council by-laws. ARTICLE XIV. FISCAL YEAR Section 1. The fiscal year shall begin on July 1 and end on June 30 of the following year. 14 of 16

ARTICLE XV PERSONAL LIABILITY Section 1. The members, directors, and officers of the PTO shall not be personally liable for any debt, liability, or obligation of the corporation. All persons, corporations, or other entities extending credit to, contracting with, or having any claim against the PTO may look only to the funds and property of the corporation for the payment of any such contract; or for the payment of any debt, damages, judgment or decree; or of any money that may otherwise become due or payable to them from the PTO. SECTION XVI INDEMNIFICATION The PTO shall, to the extent legally permissible and only to the extent that the status of the PTO as exempt under Section 501(c) (3) of the Internal Revenue Code of 1986 as amended from time to time, indemnify each of its directors and officers (including persons who serve at its request as trustees, directors and officers of another organization in which it has an interest) against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, reasonably incurred by him in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he may be involved or with which he may be threatened, while in office or thereafter, by reason of his being or having been such a director or officer, except with respect to any matter as to which he shall have been adjudicated not to have acted in good faith in the reasonable belief that his action was in the best interest of the PTO; provided, however, that as to any matter disposed of by a compromise payment by such a director or officer pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such compromise shall be approved as in the best interest of the PTO, after notice that it involves such indemnification: (a) by a disinterested majority of the directors then in office; or (b) by a majority of the disinterested directors then in office after the PTO has received an opinion in writing of independent legal counsel to the effect that such director or officer appears to have acted in good faith in the reasonable belief that his action was in the best interests of the PTO. Expenses, including counsel fees, reasonably incurred by any such director or officer in connection with the defense or disposition of any such action, suit or other proceeding may be paid from time to time by the PTO in advance of the final disposition thereof upon receipt of an undertaking by such individual to repay the amounts so paid to the PTO if he shall be adjudicated to be not entitled to indemnification. The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any director or officer may be entitled. Nothing contained herein shall affect any rights to indemnification to which PTO members may be entitled by contract or otherwise under law. As used in this paragraph, the terms director and officer include their respective heirs, executors and administrators, and an interested director is one against whom in such capacity the proceeding in question or another proceeding on the same or similar grounds is then pending. Revised May 1992 Revised May 1993 15 of 16

Revised May 1994 Revised May 1995 Revised May 1996, Sue Zuroweste Revised May 1997, Kelly Viseur Revised May 1998, Mary Brook Revised Aug 2002, Robin Simpson Revised Apr 2005, Lisa Wolff Revised Aug 2006, Holly Graham Revised Apr 2008, Holly Graham Revised April, 2009, Beth Zykan Revised January, 2011, Courtney Douglas Revised May 2012, Libby Korell 16 of 16