Central PTA News

Central PTA Bylaws were revised and adopted by the general membership on April 3, 2007. You can download the Bylaws as an Adobe PDF.

The double-starred (**) areas are in conformity with the regulations of Section 501(c) (3) of the Internal Revenue Code and are required in the bylaws of the state, region(s), councils and local PTA/PTSA units. The number symbol (#) areas are required in the bylaws of regions(s), councils and local PTA/PTSA units of the Illinois PTA. Constituent organization refers to all organizations in membership with the Illinois PTA, including region(s), councils and local PTA/PTSA units.

The name of this organization is the Central Parent-Teacher Association (the “Central PTA”) of District 96, Riverside, Illinois. It is a local PTA unit organized under the authority of the Illinois Congress of Parents and Teachers (the “Illinois PTA”), a branch of the National Congress of Parents and Teachers (the “National PTA”). These bylaws shall be deemed to be a part of the Articles of Organization. Central PTA is incorporated under the laws of the State of Illinois.

The Articles of Organization of Central PTA include (a) the bylaws of such organization, and (b) the certificate of incorporation or the Articles of Incorporation of such organization (in cases in which the organization is a corporation) or the articles of association by whatever name (in cases in which the organization exists as an unincorporated association).

#Section 1

The Objects of the Illinois PTA and the Central PTA, in common with the purposes of the National PTA are:

a. To promote the welfare of children and youth in home, school, community, and place of worship;

b. To raise the standards of home life;

c. To secure adequate laws for the care and protection of children and youth;

d. To bring into closer relation the home and the school, that parents and teachers may cooperate intelligently in the education of children and youth; and

e. To develop between educators and the general public such united efforts as will secure for all children and youth the highest advantages in physical, mental, social, and spiritual education.

Section 2

The Objects of Illinois PTA and Central PTA are promoted through an educational program directed toward parents, teachers, and the general public; are developed through conferences, committees, projects and programs; and are governed and qualified by the basic policies set forth in ARTICLE IV.

**Section 3

Central PTA is organized exclusively for the charitable, scientific, literary, or educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or corresponding section of any future federal tax code (hereinafter “Internal Revenue Code”).

Section 1

The following are basic policies of Central PTA in common with those of the National PTA and the Illinois PTA:

**a. Central PTA shall be noncommercial, nonsectarian, and nonpartisan.

**b. Central PTA or its members in their official capacities shall not endorse a commercial entity or engage in activities not related to promoting the Objects of the organization.

**c. Central PTA or its members in their official capacities shall not, directly or indirectly, participate or intervene (in any way, including the publishing or distributing of statements) in any political campaign on behalf of or in opposition to any candidate for public office; or devote more than an insubstantial part of its activities to attempting to influence legislation by propaganda or otherwise.

d. Central PTA shall work with the schools to provide quality education for all children and youth and shall seek to participate in the decision-making process establishing school policy, recognizing that the legal responsibility to make decisions has been delegated by the people to boards of education, state education authorities, and local education authorities.

#e. The Illinois PTA or any of its divisions may cooperate with organizations and agencies concerned with child welfare, but a PTA/PTSA representative shall make no commitments as an individual that bind the group represented.

**f. No part of the net earnings of the organization shall inure to the benefit of or be distributable to its members, directors, trustees, officers, or other private individuals except that Central PTA 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 ARTICLE III hereof.

**g. Notwithstanding any other provision of these Articles, Central PTA shall not carry on any other activities not permitted to be carried on (i) by an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code or (ii) by an organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

**h. Upon the dissolution of Central PTA, after paying or adequately providing for the debts and obligations of the organization, the remaining assets shall be distributed to one or more nonprofit funds, foundations, or organizations which have established their tax-exempt status under Section 501(c)(3) of the Code.

#Section 1

Every individual who is a member of Central PTA is, by virtue of that fact, a member of the National PTA and of the Illinois PTA by which Central PTA is chartered and is entitled to all the benefits of membership.

#Section 2

Membership in Central PTA shall be made available by Central PTA without regard to race, color, creed, or national origin.

#Section 3

Central PTA shall conduct an annual enrollment of members but may admit individuals to membership at any time.

#Section 4

The membership year shall be July 1 through June 30. Persons who join during the membership year shall pay dues for that year. Persons may hold membership in one (1) or more local PTA/PTSA units upon payment of all-inclusive dues as required by the bylaws of each local PTA/PTSA unit.

#Section 5

Only members of Central PTA who have paid dues for the current membership year may participate in the business of Central PTA.

#Section 6

The privilege of making motions and voting in Central PTA shall be limited to members of Central PTA.

#Section 7

Only a dues paying member of Central PTA may be eligible for election or appointment to office or chairmanship in the Illinois PTA or any of its divisions.

#Section 8

No person shall hold an elective or appointed position in Central PTA who is not a member in good standing.

Section 9

Each member of Central PTA shall pay such annual dues to said organization as may be prescribed by Central PTA. The amount of such dues shall include the portion payable to the Illinois PTA (the “state portion”) and the portion payable to the National PTA (the “national portion”).

Section 10

a. The national portion of each member’s dues shall be determined by the delegates to the National PTA annual convention.

#b. The amount of the state portion of each member’s dues shall be determined by the Illinois PTA. The annual dues to the Illinois PTA shall be one dollar and fifty cents ($1.50) per capita for every member of Central PTA.

c. The amount of the local membership dues shall be determined by the members of Central PTA.

Section 11

#a. The state and national portion of the dues paid by each member of Central PTA shall be set aside by Central PTA and remitted to the Illinois PTA through such channels and at such times as the state PTA bylaws may provide. The Illinois PTA shall remit to the National PTA the amount of the national portion of dues paid by all members of Central PTA in its area.

#b. The initial state and national portion of the dues paid by each member to Central PTA shall be set aside by Central PTA and remitted to the Illinois PTA postmarked no later than October 1. Dues should be submitted monthly thereafter.

# Section 12

a. A local PTA unit shall be considered delinquent if by December 31, it has failed to send to the Illinois PTA the state and national portion of dues paid by no less than twenty-five (25) individual members, or no less than ten (10) individual members for a new local PTA/PTSA unit or for an existing local PTA/PTSA unit where the school enrollment is less than one hundred (100) students.

b. A local PTA/PTSA unit not affiliated with a school shall be considered delinquent if by December 31, it has failed to send to the Illinois PTA the state portion and the national portion of dues paid by no less than ten (10) individual members.

c. Local PTA/PTSA units which fail to send to the state office of the Illinois PTA, by June 30, the national and state portion of dues paid by individual members shall be discontinued as local PTA/PTSA units and their charters shall be withdrawn, as provided in ARTICLE XIII, #Section 9 a., b., and c.

d. Reinstatement procedures and reinstatement fees shall be in such manner as prescribed by the state board of managers.

Section 13

Members of Central PTA are considered to be in good standing if they have paid dues for the year and paid all funds due to Central PTA.

#Section 1

Each officer or board member of Central PTA shall be a member of Central PTA.
Section 2

a. The officers of Central PTA shall be a president, two (2) first vice presidents, one (1) second vice president, one (1) third vice president, a recording secretary, a corresponding secretary, a treasurer, and a parliamentarian.

b. Officers shall be elected by ballot annually in the month of April or May. However, if there is only one (1) candidate for any office, upon adoption of a motion from the floor, the election for that office (or offices) may be by voice.

c. With the exception of the treasurer, officers shall assume their official duties at the installation luncheon meeting in May and shall serve for a term of one (1) year or until their successors are elected and assume their duties. The treasurer shall serve from July 1 until June 30 of the following year.

d. A person shall not be eligible to serve more than two (2) consecutive terms as president or treasurer. Other officers may serve more than two consecutive terms.

#Section 3

The members of the Nominating Committee for officers of Central PTA shall be elected.

#Section 4

a. There shall be a Nominating Committee consisting of five (5) members, two (2) of whom shall be elected by the Executive Board from its body, and three (3) elected by Central PTA at a regular meeting at least 2 (two) months prior to the election. There shall be one (1) alternate elected by the Executive Board and one (1) by the members of Central PTA. The Nominating Committee shall choose its own Chairman.

b. The Nominating Committee shall select one (1) nominee for each office to be filled and report at least thirty (30) days prior to the election meeting.

c. During the election meeting, an opportunity shall be given for nominations from the floor.

d. Only those who have consented to serve, if elected, shall be eligible for nomination either by the Nominating Committee or from the floor. No one may be eligible for election who has not been a member of Central PTA or that of a feeder school for at least thirty (30) days.

e. To be eligible to vote in any election a person must have been a member for at least thirty (30) days.

Section 5

In case a vacancy occurs in the office of president, one of the first vice presidents shall serve as president for the unexpired term. A vacancy occurring in any other office shall be filled for the unexpired term by a person elected by a majority vote of the remaining members of the Executive Board, notice of such election having been given.

Section 1

The president shall:

a. Preside at all meetings of Central PTA, the Executive Board, and the Executive Committee;

#b. Be a member ex-officio of all committees except the Nominating Committee and, if authorized to sign checks, the Audit Committee;

c. Sign all legal documents, including contracts;

d. Appoint committee chairs;

e. Be responsible for other duties as may be assigned him/her by the Central PTA, the Executive Board, or the Executive Committee;

f. Delegate the work of Central PTA to other officers or chairmen as may be appropriate;

g. Coordinate the work of the officers and committees in order that the Objects may be promoted;

h. Appoint members to special committees.

Section 2

The first vice presidents shall:

a. Serve as membership chairpersons;

b. Maintain an accurate list of current PTA members;

c. Solicit volunteers to serve as room parents;

d. Plan the annual Room Parent gathering;

e. Assist the president in recruiting members and chairpersons for committees;

f. Distribute calendars, directories, and PTA membership cards;

g. Introduce new members at meetings and make visitors feel welcome;

h. Assist the president and serve in his/her absence, as requested by the president or Executive Committee.

Section 3

The second vice president shall:

a. Serve as chairperson of the Fundraising Committee;

b. Coordinate the work of chairs of all fundraisers;

c. Evaluate and make recommendations to the Board and the general membership for fundraisers.

Section 4

The third vice president shall:

a. Serve as chairperson for the Philanthropy Committee;

b. Report to the membership the recommendations of the Philanthropy Committee;

c. Work with school staff to coordinate purchase of items approved by the Philanthropy Committee for which school personnel are responsible; and

d. Order or purchase items, or arrange for contracts/services, to fulfill the approved philanthropy recommendations.

Section 5

The recording secretary shall:

a. Record the minutes of all meetings of Central PTA, the Executive Board, and the Executive Committee;

b. Have a current copy of the bylaws;

c. Have a current membership list;

d. Maintain permanent records;

d. Perform such other duties as may be delegated.

Section 6

The corresponding secretary shall:

a. Conduct correspondence of the organization as directed;

b. Serve as Chairperson of the Gifts & Memorial Committee;

c. Organize the annual officer installation luncheon;

d. Perform the duties of the recording Secretary in the recording Secretary’s absence;

e. Perform such other duties as may be delegated.

Section 7

The treasurer shall:

a. Receive all monies of Central PTA and keep an accurate record of receipts and expenditures;

b. Place all monies in a depository approved by the Executive Committee;

c. Pay out funds in accordance with the budget approved by the membership, as demonstrated by supporting receipts provided to the treasurer with a request for payment or reimbursement. In addition to the Treasurer, the President and the Parliamentarian may sign checks. No officer may write a check for reimbursement to himself or herself or to a family member.

d. Present a written financial statement at every meeting of the organization and at other times as requested by the Executive Board or Executive Committee, submitting a full annual report listing all expenditures in each category at the September meeting following the audit;

#e. Be responsible for the remittance of the state and national portion of the dues paid by each member as directed in ARTICLE V of these bylaws;

f. Provide the checkbook, all bank statements, canceled and voided checks, deposit slips, treasurer’s record book and receipt book, invoices and receipts for all disbursements to the Auditor at the close of the fiscal year;

g. Be responsible for completion and filing of appropriate forms as may be required by Internal Revenue Service Regulations no later than the date established by the regulations. Alternatively, the IRS forms may be completed by an auditor hired to perform the annual audit;

h. Maintain financial records for seven (7) fiscal years.

Section 8

The parliamentarian shall be the president from the prior year. The parliamentarian shall:

a. Maintain a copy of the current bylaws;

b. Revise the bylaws and standing rules as needed or as requested by the Illinois PTA;

c. Provide parliamentary advice to the president, the Executive Board, and the Executive Committee as requested.

Section 9

All officers shall:

a. Be encouraged to complete the Illinois PTA Information Course;

b. Be encouraged to complete the Illinois PTA Advanced Course;

c. Perform the duties prescribed in the parliamentary authority of Central PTA in addition to those outlined in these bylaws and those assigned from time to time;

d. Deliver to their successors all official material within ten (10) days following the meeting at which their successors take office. In the case of the treasurer, all materials must be delivered by August 15, or upon completion of the audit.

Section 1

Regularly scheduled meetings of Central PTA shall be held at least seven (7) times during the school year. Dates of meetings shall be the first Tuesday of the month and will be published in the District 96 Calendar. Two (2) days notice shall be given of a change of date of any scheduled meeting.

Section 2

The September meeting of the Central PTA will be considered the annual meeting.

Section 3

Special meetings may be called by the Executive Committee with two (2) days notice.

**Section 4

The bylaws of Central PTA shall include a provision establishing a quorum.

Section 5

A quorum for the transaction of the business of Central PTA shall consist of five (5) members, which includes at least two (2) officers.

#Section 6

The bylaws of Central PTA shall prohibit voting by proxy.

Section 1

Central PTA shall establish an Executive Board.

Section 2

The Executive Board shall consist of the elected officers of Central PTA and the chairpersons of the standing committees.

**Section 3
A PTA member shall not serve as a voting member of Central PTA’s Executive Board while serving as a paid employee of, or under contract to, this local PTA unit.

Section 4

Meetings of the Executive Board may be called by the president or by a quorum of the Executive Board provided that members receive two (2) days notice. A quorum of the Executive Board shall consist of five (5) members, including at least two (2) officers.

Section 5

Any appointed board member not performing duties as outlined in the bylaws or procedures may be removed by the affirmative vote of two-thirds (2/3) of the board members present and voting, prior notice having been given.

Section 6

The Executive Board shall, upon the recommendation of the Executive Committee, consider the removal of any officer not performing duties as outlined in the bylaws by an affirmative vote of two-thirds (2/3) of the board members present and voting, prior notice having been given.

Section 1

The Executive Committee of Central PTA shall consist of elected officers.

Section 2

Meetings shall be held once each month during the months that the regular membership meetings take place. Meetings may also be held at the call of the president or a majority of the Executive Committee. Two (2) days notice of a meeting must be given. A quorum of the Executive Committee shall be five (5) members.

Section 3

The Executive Committee shall:

a. transact necessary business of Central PTA in the intervals between regular meetings and such other business as may be referred to it by this organization; however, no actions shall be in conflict with that taken by the voting body of Central PTA or the Executive Board.

b. create standing committees as needed.

c. present reports and recommendations to the regular meeting of this organization.

d. appoint an Audit Committee as defined in Article XI, Section 5, if an Audit Committee is used.

e. appoint a Bylaws Committee as needed.

Section 1

Only members of Central PTA in good standing shall be eligible to serve in any elective or appointive position, including serving as a committee chairperson or room parent.

Section 2

The Executive Committee shall create such standing committees as it may deem necessary to promote the Objects and carry on the work of Central PTA. The Chairmen of standing committees shall be selected by the president, in consultation with the first vice president(s), for a term of one (1) year.

Section 3

Committee chairpersons shall make reports after the conclusion of each event, or as requested by the Executive Committee.
#Section 4

Central PTA’s financial records must be audited annually at the close of the fiscal year and upon a change of treasurer during the term of office.

Section 5
The Central PTA Executive Committee shall select an Auditor to audit financial records at the close of the fiscal year. The Auditor can not be a member of the Executive Committee. Alternatively, an auditing committee of at least three (3) members may be appointed by the Executive Board at least eight (8) weeks before the regular meeting in September. The Audit Committee shall examine the financial records and report its findings to the membership. Anyone authorized to sign checks is not eligible to audit the financial records.

Section 6

The following committees are created as Special Committees: Audit, Nominating, Bylaws, Budget, and Philanthropy.

a. The Audit Committee shall be constituted as prescribed in Article XI, Section 5, if an Audit Committee is used.

b. The Nominating Committee shall be constituted as prescribed in Article VI, Section 4.

c. The Bylaws Committee shall be appointed, as needed, by the Executive Committee as prescribed in Article X, Section 3.

d. The Budget Committee shall consist of the president, the treasurer, the second vice president, the immediate past president, the immediate past treasurer, and two (2) members appointed by the president. The Budget Committee shall meet during the summer to formulate a budget for presentation to the membership at the September meeting. A majority of the members shall be required to conduct business.

e. The Philanthropy Committee shall consist of the incoming president, the immediate past president, the incoming treasurer, the immediate past treasurer, the second vice president, the third vice president, and two members appointed by the president. The third vice president shall serve as chairperson. The Philanthropy Committee shall meet in May to determine which philanthropic projects will be funded and in what amount. A majority of the members shall be required to conduct business. The Philanthropy Committee shall make recommendations for the expenditure of funds not obligated at the end of the fiscal year, excluding a $600 carryover. The Philanthropy Committee will present its recommendations to the membership at the May or June meeting.

f. Additional special committees may be created by the Executive Board or the membership as the need arises.

Section 7

The president shall be a member ex-officio of all standing committees except the Nominating Committee and, if the president is authorized to sign checks and if an auditing committee is used, the Audit Committee.

Central PTA may be represented at the district annual meeting and at the annual or special conventions of the Illinois PTA as provided in the state bylaws.

#Section 1

Central PTA shall be organized and chartered under the authority of the Illinois PTA in the area in which Central PTA functions, in conformity with such rules and regulations not in conflict with the bylaws of the National PTA, as the Illinois PTA may in its bylaws prescribe. The Illinois PTA shall issue to Central PTA an appropriate charter evidencing the due organization and good standing of Central PTA.

A local PTA in good standing is one that:

a. Adheres to the Objects and Basic Policies of the PTA;

b. Remits the national portion of the dues through the Illinois PTA to reach the National Office by dates designated by the National PTA;

c. Has bylaws approved according to the procedures of the Illinois PTA; and

d. Meets other criteria as may be prescribed by the Illinois PTA.

#Section 2

Central PTA shall adopt such bylaws for the governance of the organization as may be approved by the Illinois PTA. Such bylaws shall not be in conflict with the bylaws of the National PTA or the bylaws of the Illinois PTA.

#Section 3

The bylaws of Central PTA shall include an Article on amendments.

#Section 4
a. Central PTA’s bylaws and amendments thereto shall be approved by the District Director or the designated representative of the State Board of Managers. Bylaws shall be submitted for review upon request and/or every two (2) years.

b. If approved bylaws do not exist, the current ILLINOIS PTA BYLAWS FOR LOCAL PTA/PTSA UNITS shall be in effect.

#Section 5

Central PTA shall collect dues from its members and shall remit a portion of such dues to the Illinois PTA as provided in ARTICLE V, Section 10 a., #b., and c. and Section 11 **a. and #b.

Section 6

Central PTA shall keep such permanent books of account and records as shall be sufficient to establish the items of gross income, receipts, and disbursements of Central PTA, including, specifically, the number of its members, the dues collected from its members and the amount of dues remitted to the Illinois PTA. Such books of account and records shall at all reasonable times be open to inspection by an authorized representative of the Illinois PTA. Financial records shall be retained for seven (7) fiscal years.

#Section 7

The charter of Central PTA shall be subject to withdrawal and the status of Central PTA as a local PTA unit shall be subject to termination in the manner and under the circumstances provided in the bylaws of the Illinois PTA.

#Section 8

If Central PTA wishes to be discontinued or is dropped, its charter shall be withdrawn by the Illinois PTA. Central PTA may dissolve and terminate its organization in the following manner:

a. Upon receipt of a signed petition of ten (10) members or ten percent (10%) of the membership, not including members of the Executive Board, of Central PTA, whichever is larger, recommending dissolution of Central PTA, the Executive Board of Central PTA shall submit the question of dissolution to a vote at an open membership meeting of members having voting rights, and all monies shall be frozen, except for those already budgeted or approved until the question of dissolution has been decided. If dissolution is approved, disposition of funds shall be in accordance with ARTICLE VI, Section 8 a. of the Illinois PTA bylaws. The Executive Board of Central PTA shall not submit the question of dissolution on its own motion.

b. Written notice stating the question of such dissolution shall be given to each member entitled to vote at such meeting, to the president of the Illinois PTA, and to the appropriate district director or designated representative of the State Board of Managers, at least sixty (60) days prior to the date of such meeting.

c. Only those persons who were members in good standing of Central PTA on the date of submission of the question of dissolution, and who continue to be members in good standing on the date of the meeting shall be entitled to vote on the question of dissolution.

d. Approval of dissolution of Central PTA shall require the affirmative vote of at least two-thirds (2/3) of the membership. The District Director or designated representative of the State Board of Managers shall be invited to this meeting.

e. Upon dissolution and withdrawal of the charter, Central PTA shall be required to follow procedures as directed under Section 9 a., b., and c. of this ARTICLE XIII.
#Section 9

Central PTA is obligated upon dissolution or withdrawal of its charter by the Illinois PTA:

a. To yield up and surrender all of its books, records, assets and property to the designated representative of the Illinois PTA who will distribute such assets as directed by the Illinois PTA;

b. To cease and desist from the further use of any name that implies or connotes association with the Illinois PTA or status as a constituent organization; and

c. To carry out promptly, under the supervision and direction of the Illinois PTA, all proceedings necessary or desirable for the purpose of dissolving the Central PTA.

#Section 10

When the Illinois PTA office receives notification of the dissolution from the District Director or designated representative of the State Board of Managers, the Illinois PTA treasurer shall notify the Central PTA by certified mail that Central PTA is no longer a tax exempt or tax deductible organization of the Illinois PTA.

#Section 11

Dissolution of Central PTA pursuant to Sections 7, 8, and 9 of this ARTICLE XIII shall not preclude the immediate organization of a new local PTA unit. Upon approval by the Illinois PTA, a new charter shall be issued.

The fiscal year of Central PTA shall begin on July 1 and end on the following June 30.

The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Central PTA in all cases in which they are applicable and in which they are not in conflict with these bylaws, the bylaws of the National PTA , the bylaws of the Illinois PTA, or the Articles of Incorporation.

#Section 1

a. These bylaws may be amended at any regular meeting of Central PTA by a two-thirds (2/3) vote of the members present and voting provided that notice of the proposed amendment shall have been given at the previous regular meeting or written notice of the proposed amendment has been given to all members thirty (30) days in advance of the regular meeting at which the amendment is to be considered, a quorum being present, and that the proposed amendment(s) shall be subject to approval of the District Director or the designated representative of the State Board of Managers of the Illinois PTA.

b. A committee may be appointed to submit a revised set of bylaws as a substitute for the existing bylaws by a majority vote at a meeting of Central PTA or by a two-thirds (2/3) vote of the Executive Board. The requirements for adoption of a revised set of bylaws shall be the same as in the case of the amendment.

c. Two (2) copies of all proposed amendments or revisions shall be submitted to the District Director or the designated representative of the State Board of Managers of the Illinois PTA for review, prior to presentation at a regular meeting of Central PTA for its consideration and action.

d. After approval by a two-thirds (2/3) vote at a regular meeting of Central PTA, two (2) copies of all amendments or revisions shall be sent for approval to the District Director or the designated representative of the State Board of Managers.

e. Submission of amendments or revised bylaws for approval by the Illinois PTA shall be in accordance with the bylaws of the Illinois PTA.

#Section 2

Central PTA shall include in its bylaws provisions corresponding to the Illinois PTA bylaws as are identified herein by a double star (**).

#Section 3

The adoption of an amendment to any provision of the Articles of the Illinois PTA bylaws shall serve automatically and without the requirement of further action by the Central PTA to amend their corresponding bylaws. Notwithstanding the automatic character of the amending process, Central PTA shall promptly incorporate such amendments in its respective bylaws.

#Section 4

Central PTA shall include in its bylaws provisions corresponding to the provisions of such of these bylaws as are identified by the number symbol (#).

#Section 5

The adoption of an amendment to any provision of the Articles of the Illinois PTA bylaws shall serve automatically and without the requirement of further action by the Central PTA to amend their corresponding bylaws.

Central PTA shall have and continuously maintain in the State of Illinois a registered office and a registered agent whose office is identical with such registered office. Central PTA may have other offices within or without the State as the Executive Board may from time to time determine.

Section 1

Central PTA shall indemnify each officer or board member who was or is or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of Central PTA), by reason of the fact that he or she is or was an officer of Central PTA, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith, excepting any wanton and willful misconduct, and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of Central PTA, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interest of Central PTA, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

Section 2

Any indemnification under Section 1 of this Article (unless ordered by a court) shall be made by Central PTA only as authorized in the specific case upon a determination that indemnification of the officer or board member is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 1. Such determination shall be made (a) by the Executive Board by a majority vote of a quorum consisting of board members who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable but a quorum of disinterested board members is so direct, by independent legal counsel in a written opinion.

Central PTA shall have all of the general powers set forth in the provisions of the General Not for Profit Corporation Act of the State of Illinois, as amended, together with the power to solicit and receive grants, contributions and bequests for any corporate purpose and the power to maintain a fund or funds of real or personal property for any corporate purposes; provided, however, that Central PTA shall not have the power to engage in any activities which are not in furtherance of its Objects as set forth in ARTICLE IV. Central PTA shall have the right to exercise such other powers as now are, or hereafter may be, conferred by law upon a corporation organized for the purposes hereinabove set forth or necessary or incidental to the powers so conferred, or conducive to the furtherance thereof.

Whenever any notice whatsoever is required to be given under the provisions of the General Not for Profit Corporation Act of the State of Illinois, as amended, or under the provisions of the Articles of Organization or by the Bylaws of Central PTA, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance at any meeting shall constitute waiver of notice thereof unless the person at the meeting objects to the holding of the meeting because proper notice was not given. This Article applies to all meetings of Central PTA, except for meetings involving any material or substantial financial decisions or financial contributions

Adopted:

April 3, 2007
Date

Approved by:

_______________________________________
Barbara Miralgio
District Director or designated representative of the
State Board of Managers

Central PTA President:

________________________________________
Nancy Hopkins

Central PTA Recording Secretary:

________________________________________
Kathleen Dudek