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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?
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1 hour ago, Polly Reeder said:
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?

If  I am reading what you posted correctly, your organization is free to amend the bylaws in any way the organization wants to and to also remove the provision that requires the approval of the school administrator for filling vacancies on the Executive Committee. Based on what you said above, only members have the right to vote and this person is not a member.  Just follow the procedures set out in the bylaws themselves for their amendment.

Edited by Richard Brown
Typographical correction
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2 hours ago, Polly Reeder said:

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)?

That is a question for an attorney.

2 hours ago, Polly Reeder said:

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?

So far as RONR is concerned, the solution would be to amend the bylaws to remove these administrative powers. If the bylaws require administrative approval for bylaw amendments as well, I'm not sure there are any parliamentary solutions remaining, and it would be advisable to consult an attorney.

2 hours ago, Polly Reeder said:

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'm not certain. "All matters" seems pretty broad. It will ultimately be up to the organization to interpret its own bylaws.

1 hour ago, Richard Brown said:

If  I am reading what you posted correctly, your organization is free to amend the bylaws in any way the organization wants to and to also remove the provision that requires the approval of the school administrator for filling vacancies on the Executive Committee. Based on what you said above, only members have the right to vote and this person is not a member.  Just follow the procedures set out in the bylaws themselves for their amendment.

The complicating factor, however, seems to be the provision which states that "this organization will seek the input and approval of the school's administration on all matters." It may be that this provision is intended to apply to amendments to the bylaws as well. On the other hand, I can also see a reasonable argument that this must be read in the context of the full rule, and one might argue that amendments to the organization's bylaws do not relate to the "mission, vision, and direction of the school" or to the "administration of the school" and that, as a result, amendments to the bylaws are exempt from this rule.

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7 hours ago, Josh Martin said:

I'm not certain. "All matters" seems pretty broad

So broad, in fact, that 56:68(3) would seem to apply. Under that principle, the "all matters" is the general statement and the provisions on amending the bylaws are the specific statement that is of more authority.

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How is membership defined? I know PTO stands for Parent Teacher Organization, but are administrators and other faculty also considered members? I know in my part of CT it is common to have PFO's which are Parent Faculty Organizations. Because who the members are will of course effect who can vote, but also may essentially allow for parties or voting blocks to form, even unofficially. 

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