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 (the “Board”) may determine.
ARTICLE II – MEMBERSHIP
The members of the Corporation shall be the individuals serving as members of the Board of the Corporation. Any action by the members shall be taken in accordance with the procedures set forth in these Bylaws for action by 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 the staff, the Board committees, and volunteers. The Board shall be comprised of up to 30, but no less than 10 members.
Section 2 – Board President(s) (the “President”) President qualifications, terms and compensation: President shall be elected by the Board for an initial one-year term and are eligible for re-election after that initial term. If a President seeks to be re-elected, they must confirm their intent to be submitted for re-election prior to the last meeting of the Board for any given fiscal year. Presidents (i) must be at least 19 years old, (ii) if currently volunteering with or contributing to the PRC they must be in good standing, (iii) cannot be employees of the PRC, and (iv) must receive no compensation from the PRC other than reasonable expenses and (v) be approved by the Executive Director.
Section 3 – Corporate Officer qualifications, terms and compensation: There shall be four Corporate Officers: the President, Vice-President, Secretary and Treasurer. Corporate Officers (i) must be at least 19 years old, (ii) if currently volunteering with or contributing to the PRC, must be in good standing, (iii) shall be elected by the Board for a one-year term, and (iv) must confirm their intent to continue in their roles after the initial term before the last board meeting of the fiscal year, subject to re-election. Corporate 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 Corporate Officer shall be as 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, until such vacancy is filled. The Treasurer shall assume the duties of the President should the positions of President and Vice President become vacant, until such vacancies are filled. The Secretary shall assume the duties of the President should the positions of President, Vice President, and Treasurer become vacant, until such vacancies are filled. Should the positions of either Treasurer or Secretary become vacant, the President or Vice President shall assume the duties of such respective offices, until such vacancies are filled.
Section 4 – Election of Corporate Officers: During the last quarter of the PRC’s fiscal year, the Board shall elect Corporate Officers to replace those whose terms expire at the end of that fiscal year. Corporate Officers shall be elected by a majority of the Board members either present at a regular or special Board meeting in accordance with these Bylaws, provided a quorum is present. Pursuant and subject to Section 11 below, an election may be voted upon by written consent or electronic mail [from a Corporate Officer] provided such vote is made within three business days of the mailing of the written consent or email calling for a vote.
Any current volunteer or contributor to the PRC who is interested in being considered for a position on the Board must email the full Board with details of the role they would like to run for, their credentials, and reasons they feel they are qualified for the role, at least two weeks before the last Board meeting of the fiscal year. If such candidate has followed the foregoing procedure, they will be given the right to speak at a board meeting prior to the vote taking place and will be submitted to the board for consideration at the appropriate meeting of the Board.
Section 5 – Resignation and removal: Resignation from the Board must be in writing and may be received by any one of the Corporate Officers. Any Corporate Officer may be removed from the Board for Cause by an affirmative vote of two-thirds of the Board members present at any Board meeting, provided a quorum is present. “Cause” is defined to include, but not limited to, lack of professionalism, behavior that undermines the reputation and goodwill of the PRC, and violation of PRC policies by a Director or Corporate Officer. Voting by written consent or electronic mail pursuant to Section 11 below is not permitted for removal of Corporate Officers for Cause. Only a Corporate Officer nominated by the Board at the time of the vote shall be deemed responsible for communicating the outcome of the Board’s decision to the Corporate Officer who is the subject of the vote.
Section 6 – Corporate Officer vacancies: When any Corporate 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 Corporate Officers. Any Corporate Officer may notify Board members of the potential candidates’ credentials, experience, their relationship to the candidates, and of the upcoming vote for election, ideally 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 (i.e. the end of such fiscal year of the PRC). Any such elected Corporate Officer must then confirm their intent to continue in the position via re-election after the initial term before the last board meeting of the fiscal year.
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. Board members who do not attend at least 6 Board meetings must seek reelection to the Board for the following term.
Section 8 – Special Board meetings: Special meetings of the Board may be called by the President, by the majority of 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 such written demand, shall promptly give Board members notice of such a 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.
Section 10 – Telephonic Participation in Meetings: Any meeting of the Board may be held by conference telephone or similar communication equipment so long as all members of the Board participating in the meeting can hear one another. All members of the Board participating by telephone or similar communication equipment shall be deemed to be present in person at a meeting.
Section 11 – Unanimous Consent of Directors in Lieu of Meeting: Unless otherwise provided in these Bylaws, any action required or permitted to be taken at any meeting of the Board or any committee thereof (pursuant to Article IV below) may be taken without a meeting if all of the members of the Board or committee, as the case may be, consent to the adoption of a resolution authorizing such action in writing(s) or by electronic transmission(s). The resolution and the related writing(s) or electronic transmission(s) granting consent by the members of the Board or committee must be filed with the minutes of the proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form, and shall be in electronic form if the minutes are maintained in electronic form.
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 Committee 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 any other Board members appointed by the President shall serve as members of the Board’s 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. Voting by written consent or electronic mail pursuant to Article III, Section 11 is not permitted for Amendments to these Bylaws.
These Bylaws, as amended and restated from the original, were approved at a meeting of the Corporation’s Board by a majority vote with a quorum present on October 10, 2017.