PRC Board By-Laws

BYLAWS OF THE PORT WASHINGTON PARENT RESOURCE CENTER, INC.

ARTICLE I – NAME, PURPOSE, OFFICES

Section 1 – Name: The name of the organization shall be the Port Washington Parent Resource Center, Inc. (the “PRC” or the “Corporation”). It shall be a not-for-profit organization incorporated under the laws of New York State.

Section 2 – Purpose: The PRC is organized exclusively for educational purposes, as specified in section 501(c)(3) of the Internal Revenue Code, and shall carry on activities consistent with that statutory provision. The Corporation’s purpose is to provide all young families in the diverse Port Washington area opportunities for educational, social and emotional growth through high-quality classes, workshops, discussion groups and events offered in a nurturing and safe environment.

Section 3 – Offices: The PRC’s principal office shall be in Nassau County in New York State. The Corporation may have any number of offices at such places as the Board of Directors may determine.

ARTICLE II – MEMBERSHIP

Section 1 – Membership: Membership shall consist of the Corporation’s Board of Directors (the “Board”).

ARTICLE III – BOARD OF DIRECTORS

Section 1 – Board role and size: The Board sets the PRC’s overall policy and direction, hires and reviews the Executive Director, and delegates responsibility for day-to-day operations to volunteers, the staff and Board committees. The Board shall be comprised of up to 30, but no less than 10 members.

Section 2 – Director qualifications, terms and compensation: Directors shall be elected by the Board for an initial one-year term and are eligible for re-election after that initial term. Directors must be at least 19 years old, must be members of the PRC in good standing, cannot be employees of the PRC and must receive no compensation other than reasonable expenses.

Section 3 – Officer qualifications, terms and compensation: There shall be four corporate Officers: the President, Vice-President, Secretary and Treasurer. Officers must be at least 19 years old, must be members of the PRC in good standing, shall be elected by the Board for an initial one-year term, and are eligible for re-election after that initial term. Officers shall be ex-officio members of the Board with voting rights and are not compensated for their services. The authority and responsibilities of each Officer shall be those stated in these Bylaws, as set forth in their respective Position Descriptions, and as otherwise delegated by the Board. The Vice President shall assume the duties of the President should the position of President become vacant. The Treasurer shall assume the duties of the President should the positions of President and Vice President become vacant. The Secretary shall assume the duties of the President should the positions of President, Vice President, and Treasurer become vacant. Should the positions of either Treasurer or Secretary become vacant, the President or Vice President shall assume the duties of their respective offices.

Section 4 – Election of Directors and Officers: During the last quarter of the PRC’s fiscal year, the Board shall elect Directors and Officers to replace those whose terms expire at the end of that fiscal year. New Directors and Officers shall be elected by a majority of the Board members present at a Board meeting called in accordance with these Bylaws, provided a quorum is present. Directors and Officers so elected shall serve terms beginning on the first day of the next fiscal year.

Section 5 – Resignation and termination: Resignation from the Board must be in writing and received by the Secretary. Any Officer or Director may be removed from the Board for Cause by affirmative vote of two-thirds of the Board members present at any Board meeting, provided a quorum is present. Cause shall be defined to include, but not be limited to, violation of PRC policies.

Section 6 –Director and Officer vacancies: When any Director or Officer vacancy exists mid-term, a vote to fill the vacancy will take place at the next regular Board meeting in accordance with the provisions of these Bylaws for electing Directors and Officers. The Secretary will notify Board members of the candidates and of the upcoming vote for election at least 5 days before the Board meeting at which the election vote takes place. Any such vacancy will be filled only to the end of the vacating Board member’s term.

Section 7 –Regular board meetings: The Board shall meet at an agreed time and place at least 10 times during the fiscal year. The Secretary shall give Board members at least 10 days’ advance notice of regular Board meetings.

Section 8 – Special board meetings: Special meetings of the Board may be called by the President, by the Board or upon written demand to the Secretary of no less than one-tenth of the Board members having voting rights. The Secretary upon receiving the written demand shall promptly give Board members notice of such meeting.

Section 9 – Quorum and voting: A quorum shall be a majority of the entire Board. If a quorum is present, a vote of the majority of Board members present at the time of the vote shall be the act of the Board.

ARTICLE IV – COMMITTEES

Section 1 – Committee formation: The Board may create standing and special committees as needed. Each special committee shall consist of at least one Director and may include other individuals assigned by the Membership Committee Chair. One or two members shall serve as the chair of each special committee for one year following their selection by the Board and until their successor is chosen.

Section 2 – Executive Committee: The Corporation’s four Officers and other Board members appointed by the President shall serve as members of the Board’s standing Executive Committee. The Executive Committee shall have all the authority of the Board, except as otherwise provided by Section 712 of the NY Not-for-Profit Corporation law. The Executive Committee shall develop new policies and propose revisions to existing policies to be presented to the Board for adoption.

Section 3 – Finance Committee: The Treasurer, President, Executive Director, and other individuals appointed by the Treasurer or by the President shall serve as members of the Board’s standing Finance Committee. The Treasurer shall serve as the chair of the Finance Committee. The Finance Committee shall be responsible for: reviewing investment policies and monitoring the funds of the PRC; overseeing the PRC’s accounting and financial reporting; overseeing the PRC’s annual audit; reviewing and responding to recommendations of any independent auditor; ensuring that there are proper financial controls in place; developing and reviewing the PRC’s annual budget and fundraising plans; and, reviewing financial reports of fiscal performance.

ARTICLE V – EXECUTIVE DIRECTOR

Section 1 – Executive Director: The Executive Director is hired by the Board to manage the PRC’s day-to-day operations. The authority and responsibilities of the Executive Director shall be those stated in these Bylaws and otherwise set forth in the Executive Director’s Position Description. The Executive Director shall attend all Board meetings without voting rights and regularly report to the Board on the Corporation’s progress.

ARTICLE V1 – FISCAL POLICIES, DISSOLUTION AND INDEMNIFICATION

Section 1 – General: The Corporation’s fiscal year shall be from July 1st through June 30th of each calendar year. The Board must approve the PRC’s annual budget and all expenditures must be within that budget. Any material change in the budget must be approved by the Executive Committee. The financial records of the PRC are public information and shall be made available to Board members and the public. Annual reports are required to be submitted to the Board showing the Corporation’s income and expenditures.

Section 2 – Checks, notes and contracts: The Board shall: select the banks or depositories for the Corporation’s funds; determine who is authorized to sign checks, drafts or other orders for payment of money, acceptances, notes, or other evidences of indebtedness; and designate who is authorized to enter into contracts or execute and deliver other documents or instruments on the PRC’s behalf.

Section 3- Books: The Corporation’s financial books and accounts shall be kept in its principal office in accordance with sound accounting practices and shall be audited annually by a Certified Public Accountant if deemed necessary. In addition to such financial information, the corporate books shall include a copy of the PRC’s current minute book, which shall contain copies of the original and current Articles of Incorporation, original and current Bylaws, and all Board meeting minutes for the two most recent fiscal years. Older minutes shall be maintained in a location accessible to the Board and public.

Section 4 – Dissolution: Should the Corporation be dissolved, its assets remaining after payment of, or provision for payment of, all debts and liabilities shall be distributed to another organization to be used in such a manner as in the judgment of the presiding court will best accomplish the PRC’s general corporate purposes as set out in these Bylaws and in the Corporation’s current Articles of Incorporation.

Section 5 – Indemnification: The Corporation may, to the fullest extent now or hereafter permitted by law, indemnify any person who may serve, or has at any time served, as an Officer, Director, employee or agent of the Corporation, and their respective heirs, administrators, and successors and assigns, against judgments, fines, settlement payments and reasonable expenses, including attorney’s fees, incurred in connection with being made a party to any legal action or proceeding by reason of being an Officer, Director, employee or agent of the Corporation. No indemnification shall be made to, or on behalf of, any such person if: (a) his or her acts were committed in bad faith or resulted from his or her deliberate dishonesty and were material to such action or proceeding; or (b) by his or her acts, he or she personally gained a financial profit or other advantage to which he or she was not legally entitled.

ARTICLE VII – AMENDMENTS

Section 1 – Amendments: These Bylaws and the Corporation’s Articles of Incorporation may be amended when necessary by a vote of a majority of the Board members present at a regular Board meeting called in accordance with these Bylaws, provided a quorum is present. Proposed amendments must be submitted to Board members for their review at least one week before the Board meeting at which the vote on amendment takes place.

CERTIFICATION

These Bylaws, as amended from the original, were approved at a meeting of the Corporation’s Board of Directors by a majority vote with a quorum present on
January 11, 2010.