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The following administrative powers were (strangely) included in our 501c3's new/first Bylaws earlier this year. We are a public middle school PTO. Only the 5th/last of these seems reasonable to me. Policies -- Seek input and approval of school administration on all matters. Funding -- Fundraising efforts beyond dues must be approved by administration. Elections of Executive Committee -- Filling mid year vacancies requires administration approval. Special Meetings -- Administration may, on his/her own, call a special meeting. Treasurer Duties -- Draft the following year's budget with input from school administration The scope of administrative authority is so extensive, that the PTO's ability to operate as a separate 501c3 seems quite easily compromised. (I'd posted to this forum of our inability to fill our Treasurer role due to the admin approval requirement.) Undue influence could have partially been at play when the prior four PTO Mothers (officers last spring) knowingly signed these Bylaws into existence, with the administrative insertions "because he wouldn't have it any other way, and it's always how we have to operate anyway". (They are the first Bylaws for the organization, which was formed in 2016.) Could CT Statute Section 33 re nonprofit conflicts of interest be helpful to reign in administrative powers (possibly with the Executive Committee adopting conflicts of interest policies and procedures)? But it seems that we would be in a catch-22 yet again with administration approval required. Any suggestions please for what footing (from the above possibilities or others) to use in overturning the extensive administrative powers? Bylaws changes are needed of course, but how to implement this without being blocked by administration? The Bylaws Articles on Nonprofit Purposes and Powers are "clean", without administrative inclusion. However, the Policies Article includes: "This organization shall not seek to direct the administration of the school. To help ensure that the actions of this organization support the mission, vision, and direction of the school, this organization will seek the input and approval of the school's administration on all matters." Amendments to the Bylaws are stipulated normally within our Bylaws, including repeal as well, with two weeks notice and 2/3 vote of members. Only parents and teachers are members and can vote when in attendance. Administrators are not members and cannot vote. Could we move forward, seeking but without receiving, administrative approval, and have a member vote on updated Bylaws without the extensive administrative powers?
I am at a loss on where else to turn. Our community is having our annual election soon. In addition we are also voting on having a bylaw changed. Our legal team is telling us that the ballots will required to be notarized & witnessed because our governing documents state “the instrument signed by”. I have argued because the verbiage the instrument signed by means "an instrument (legal document) signed (signature) by the owners (homeowner) No where in our governing documents does it state notarized. Legal is stating this verbiage means ALL the homeowners need to have it witnessed / notarized. She is stating “the instrument signed by” is the amendment. In order to be recorded, the signatures on the recorded document must be witnessed and notarized. This is a different procedure than a vote that is attested to via a Certificate of Amendment. I know the Certificate of Amendment is the more common mechanism.” Our management company is saying " I agree with your break down of wording, "an instrument (legal document) signed (signature) by the owners (homeowner). The way I read that though is that each owner signs the amendment and therefore all their signatures need to be notarized to be properly recorded. If your docs were more of the norm where a Certificate of Amendment is all that is required, then the board can sign on behalf of all whom voted in favor of it and a single notary for the board’s signature on the Certificate would satisfy the recording. The difference is that we are not conducting a membership vote during a properly notified Members’ meeting to determine if we should amend the docs. Instead the owners are taking it upon themselves to amend the docs. Each of their notarized signatures will be counted and recorded as such. I am keep getting resistance from my management company regarding this. I have contact 4 other legal professionals regarding this and they all state the same as I have. However my management company is STILL saying per our Legal / our governing documents require a notary, which they do not because they do NOT state it in the documents. I have explained the ONLY notarization/witness that will be required is ONCE it passes the President / Secretary will have to sign, have witnessed & notarized and then filed. I am at a loss right now. I know with out a doubt at least 98% of our community will NOT have it notarized. Management is saying if they are not notarized then their vote will not count. We have been working on this amendment for over a year and half and I am beyond angry that what our community wants as a whole will not happen because of misinterpretation by our legal team/management company. Any words of advice?