[Snowgoose]

Our bylaws read: Article XI, Dissolution states: Should PTO 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

What happened is from 2005 to 2008 we had an active PTO (parent-teacher organization) with officers, meetings, activities, active members. In 2008 all the officers resigned due to lack of interest and the PTO, as I understood it, disbanded. By all accounts, everyone you might ask says 'we have had no PTO for the last 3 school years.' Now I come to find out that according to those officers who resigned. The PTO did not 'permanently discontinue' or 'dissolve' because they expected that someday if new people so desired, they could re-form a PTO and pick up where they'd left off. As such, the bank account remained active and in fact the former officers were continuing to sign checks (nothing untoward, but for good-of-the-school-type projects) over the past 3 years, but with no accountability, no meetings, no minutes, or even a tax return filed. The 501(3)c status with the IRS shows as 'inactive' but the officers tell me they can reactivate that whenever they so desire, so it is not permanently dissolved. They say the PTO has been in existence for 25 years with different times it falling out of active service but that it still remains as the same organization/same tax number and so they did nothing wrong.

I am quietly questioning this only because this is very small town and people here tend to turn a blind eye even to wrongdoing because to open your mouth is social suicide in your small town business or personal dealings. Need an objective viewpoint from the 'outside'

[LisaB4657]

What exactly is your question? Are you concerned that there was wrongdoing? What are you hoping to achieve?

[Snowgoose]

My question is if the current officers all resign and all active members agree there are no meetings, there is no PTO, is the 'organization' in fact the PTO that was actively in existence with the monies collected while the various members and leaders were in power or does the 'organization' actually extend to the fact that there is a PTO defined at all at our school and as such carries through forever in existence? So that if it is totally disbanded and will not be reformed for an unknown number of years yet has $ in a bank account, should that money have to be dispersed to the school, or can the money just float around waiting for someone to eventually years later say I want to have a PTO again and pick up the bank account and bylaws and tax exempt # etc where it was left off by the former PTO? I guess as simply put as I can say it, if everyone resigned and no one had any inkling as to when anyone would ever reorganize the PTO, should the article regrading dissolution have come into play? Or is there such a thing as 'temporarily dissolved'? Or 'sort of dissolved but we're keeping the $'?

[LisaB4657]

The manner of dissolving the organization is specifically defined in its by-laws. If the steps outlined in the by-laws are not followed then the organization will continue to exist regardless of whether there are officers in place. For example, a resolution would have to have been passed authorizing the dissolution of the organization. If this was not done then it still exists, even though it is inactive. From what you've posted it appears that the monies were to be distributed in that manner only if there was a formal dissolution. So the continued existence of bank accounts is actually proper if there was no formal dissolution.

[Snowgoose]

Thank you. That's what I needed. I understand you. Now follow-up question: can you tell me if the officers resigned 3 years ago but we did not dissolve (asked and so answered), can the officers who remember resigned 3 years ago continue to sign checks to pay for new purchases (not 'liabilities' that would have been current or even recurring when the PTO still was active)?

[Snowgoose]

And I should add, if they have done so, is there any legal problem with that and if so, what is it?

[LisaB4657]

It would depend on the manner in which they resigned, and what the by-laws provide for the method of resignation and appointment of interim officers. It's possible that the resignations would not have been effective until accepted by the organization in the form of a resolution. There's no way I or anyone else could tell you for sure without reading the by-laws, any resolutions that may have been passed regarding the issue at any time, and the minutes of meetings from that time.

What is it that you want to accomplish?