Kind of a which came first, the chicken or the egg question.

I'm seeing 2 ways to interpret an Article that appears in our PTO bylaws and need to know which is correct interpretation:

"Article of Dissolution: Should officers and active members desire to permanently discontinue the organization, the officers shall use organizational funds to pay liabilities of the organization, then dispose of all assets of the organization by distributing them to the school district"

In our case, all officers resigned a few years ago and the PTO has been inactive with no members, meetings, etc.

So, does this Article mean this:

If the article of dissolution was never followed (i.e. no funds were disposed or distributed) that proves that the PTO although it has been completely inactive and w/out officers is was never actually dissolved?

Or does it mean this:

The PTO did apparently dissolve since all officers had resigned, there's been no PTO for years, and someone has made a mistake if the funds were never disposed of or distributed because that is what the Article reads must be done when you dissolve?

The article implies that the officers must make a formal decision to dissolve. They didn't do that, so the organization is not dissolved, it's just gone quiet. If in fact there is no interest in reactivating the organization, the existing officers (assuming they haven't all resigned) really should get together and formally dissolve the organization. Or work to find someone interested in starting it up again.

To clarify, yes all officers resigned.
"If in fact there is no interest in reactivating the organization" how long would you wait until you decided OK, it needs to be formally dissolved? And would you say your answer is "legal" wait or just "commonly accepted" length to wait?
Thanks much!!

Quote:

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Originally Posted by Snowgoose

how long would you wait until you decided ok, it needs to be formally dissolved?

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Hello S:

I read with interest your posts with Lisa... She's sooo smart... But, I never understood WHY you want this entity to be formally dissolved. If there's MONEY that needs to be distributed, that would be one reason... But, if it's just sitting there, an empty shell, not doing anything, or owing anything, or standing in the way of anything, I don't see a reason to go through the motions of dissolving it.

What am I missing?

excon

Yes, there's MONEY that needs to be distributed. But lare % of that money has been being spent over the past few years (on new purchases) by the officers who resigned years ago but with no accountability...

Hello again, S:

If you have an interest, you can always file suit. Maybe a letter from an attorney might shake some accounting loose. If there's fraud, maybe the cops would be interested.

I don't know what you know.

excon

I have the accounting, which is what proves the expenditure/signatures on checks but they are saying there's nothing wrong with what they did (I was never an officer, just a member but I helped CONSIDERABLY in the fund raising that put that $ into the coffers. I don't have time to be an officer then or now--too many kids/other activities), so I am trying to find the legal standing on how what I think differs from what they think. It's small potatoes, but it's important.We are a small but poor district. Lawyers don't care, not enough $

And, in case someone asks, expenditures were on things for the kids so no 'harm' in some folks' minds? But would not have been what everyone wanted (only what these officers wanted) and no one else among parents, at least, had a say, or even an inkling this was going on for 3 years until now we were looking to use the $ we thought was still in that coffer. So is it 'fraud' if they did it but 'meant no harm' or didn't spent it on anything but the kids?

Hello S:

Couple things... It sounds like you're angry because you didn't have a say... Well, you're probably right...

But, if it's small potato's, as you say, and the money wasn't misspent, then I don't know what you can do about it - or even WANT to do about it. It's certainly NOT fraud.

excon

I'll not deny anger. (You'll see it here) But I've done my best to be objective and slowly gathered copies of the bylaws and accounting for those who have asked me to. I'm not the only one angry. As is common in many communities, the well-to-do/time-on-their hands folks are most active in PTO. Not to say others are not active as members, just not officers here. The small potatoes to us who are small is in fact enormous potatoes. (Just small to a lawyer). Money has been spent on, for instance, painting a series of cartoon welcome sign in our doorways. Nothing inherently wrong with that. It's beautifying the school/maybe shool spirit. But in most folks' minds, esp in this economy, that 'need' pales in comparison to funding scholarships or buying the kids school photos for instance. Someone who customarily pays more for a designer handbag every year isn't able to grasp why the rest of us carry the same handbag for 10 years to afford food on our table. In fact, if we can say there was something actually handled wrong, they might agree to pay back the $ from their own deep pockets so they can continue to look beautiful. Sorry to lose my cool a bit. No offense meant to any beauties out there...

Hello again, s:

I understand you were mistreated. The question remains, what do you want to DO about it? You can't/won't hire an attorney. So, you're trying to figure out the law on your own. That isn't working so good, is it?

Let me ask you this... Even if I told you that whomever is doing this is WRONG, WRONG, WRONG, what are YOU going to DO about it? If you call him up on the phone and DEMAND something of him... He's going to LAUGH at you. If you send him letters, he'll ignore them. You have NO teeth. You can't DO anything.

excon

Good point, excon, and I thank you. It's not that I don't want a lawyer, none will take us. What are we to do?

I suppose even if there isn't anything TO DO (the ship has sailed), I would feel better being able to bring back some answers to the folks who have tasked me with this. We are, in fact, re-forming our PTO with new officers and want to put whatever we might need into place to make sure this route is never taken again. So the question is was it wrong, if so was it immediately wrong --officers who've quit had no rite to write any more checks-- or did it become wrong only after some time had gone by and nothing was dissolved? We want the gray area gone. And the laughing/ignoring really isn't actually so. These people are all about appearances. If we can stand up at the next meeting and prove they were wrong, they will do ANYTHING to save face (and thereby be beautiful again). That's how they are. This is a very small town. Right now divided. It's a situation where if you eat in a restaurant owned by one on the opposite opinion here they will ignore you and won't serve you. (Yes, even in this economy)

Hello again, S:

I do not know how to deal with small town politics... That's NOT my area of expertise.

Lisa is a wonderful attorney. If memory serves, she was unable to render an opinion WITHOUT seeing the documents... If she did see them, and if she concluded that so and so DID something wrong, she won't write you a letter unless you hire her. She probably won't even read them unless you hire her.

But, if she DID write you a letter, and you stood up in your meeting waving it around, do you think they'll accept a letter from an internet lawyer as PROOF?? I'm skeptical, but if YOU think so, I think you can HIRE Lisa. I don't know how much she'd charge for a letter... I don't know if she'd even do it. I don't know if you can afford even that. I'm going to shut my mouth now.

You can click on Lisa's name and you'll get the option to send her a private message.

excon

I've been out all day and just got home. I just came across this thread.

excon, thank you for the wonderful words. I love you, as usual. :)

To Snowgoose: If you will recall, I asked you several times in the other thread what your purpose was and what you were hoping to achieve. Now that you've answered that here I can give you a better answer.

The reason that you can't get an attorney is probably because if you sue the officers you are not going to win. You would have to show that they acted with the intent to defraud and from what you've said here you will not be able to prove that. The only way I could see you showing fraud on their part is if you can show that they spent the money on things that were unnecessary solely for the purpose of having the funds kicked back to them by the contractors and then putting those funds in their own pocket. The information you've given shows that they may have acted in an unintelligent matter but it was not corrupt.

You mentioned somewhere in this thread that it's a small town and if this were brought to light then they might "give the money back" that they spent. I admit that I read this thread quickly but I don't recall seeing anywhere that they received that money. Instead they spent that money on things that could have been better spent on other things. If you think that you can shame them into going into their own pockets and donating to the organization the money that you feel they misspent then go for it. But since it's a small town you'll be walking a very fine line and I'm betting that you'll be creating a huge amount of animosity with little chance of positive results. Your efforts might be better directed towards getting other parents involved in reviving the organization, becoming an officer, or helping to get people you feel are qualified to become officers, and helping to direct the funds to areas that you feel are more worthy.

Thanks. I know you are right. We have only their word on what it was spent for, a check for $500 to Walmart could be anything. No receipt is attached. We reformed PTO Weds and same president ran unopposed due to apathy before Christmas... sad.