BYLAWS
BY-LAWS of Midtown West Extended Day
A NOT-FOR-PROFIT CORPORATION
ARTICLE I ORGANIZATION
1. The name of the organization shall be Midtown West Extended Day (MTWED). 2. The organization shall have a seal that shall be in the following form: round with the name of the Corporation, the State of Incorporation and the date. 3. The organization may at its pleasure by a vote of the membership body change its name.
ARTICLE II PURPOSES
The following are the purposes for which this organization has been organized:
The Midtown West Extended Day furthers the mission of Midtown West as a school that supports children and their families. The primary goal of the program is to provide child care for working families of Midtown West School, P.S. 212. A strong sense of continuity for our children is maintained as they move from the school day into the after school hours by using Midtown West facilities and staff whenever possible and to provide high quality activities that stimulate children intellectually, socially, and physically, in a safe, nurturing environment.
ARTICLE III MEMBERSHIP
SECTION 1. DETERMINATION AND RIGHTS OF MEMBERS
The Corporation shall have only one class of members. No member shall hold more than one membership in the corporation. Except as expressly provided in or authorized by the Articles of Incorporation, the Bylaws of this corporation, or provisions of law; all memberships shall have the same rights, privileges, restrictions and conditions.
SECTION 2. QUALIFICATIONS OF MEMBERS
The qualifications for membership in this corporation are as follows:
Membership in the association shall be limited to “parents” (by birth or adoption; step-parent(s); legally appointed guardians; foster parent(s); or persons in “parental relation”) of a child or children currently registered in MTWED (the “Parent Members”).
Members shall assist in achieving the objectives of the Corporation.
SECTION 3. ADMISSION OF MEMBERS
Parents are automatically considered members of MTW Extended Day (the “Parent Members”) when the child or children register in MTWED. Registration requires the completion of registration forms and the payment of the required fees as specified in the registration packet. Upon registration, parents will receive the MTWED handbook, which shall inform parents of their automatic membership status and voting rights.
SECTION 4. FEES AND DUES
For Membership in good standing, members must stay current with monthly tuition payments as designated in the MTWED contract and handbook. There are no other dues or fees.
SECTION 5. NUMBER OF MEMBERS
There is no limit on the number of members the corporation may admit.
SECTION 6. MEMBERSHIP RECORD
The registrar of MTWED will keep a record of registered children and their corresponding Parent Members in the MTWED office.
SECTION 7. NONLIABILITY OF MEMBERS
A member of this corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation.
SECTION 8. NONTRANSFERABILITY OF MEMBERSHIPS
No member may transfer a membership or any right arising there from. All rights of membership cease upon the withdrawal of a Parent member’s child or children from MTWED.
SECTION 9. TERMINATION OF MEMBERSHIP
The membership of a member shall terminate upon the occurrence of any of the following events:
1. For the Parent Members, if payments to MTWED are not kept current.
2. For the Parent Members, automatically, at the end of the fiscal year or their child’s (children’s) withdrawal from MTWED.
All rights of a member in the corporation shall cease on termination of membership as herein provided.
ARTICLE IV MEETINGS OF MEMBERS
SECTION 1. REGULAR MEETINGS
A regular meeting of members shall be held annually for the purpose of electing directors, approving an annual budget, and transacting other business as may come before the meeting. The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected. Each voting member shall cast one vote, with voting being by ballot only. The annual meeting of members for the purpose of electing directors shall be deemed a regular meeting.
SECTION 2. SPECIAL MEETINGS OF MEMBERS
Special meetings of the members shall be called by the Board of Directors, the Chairperson of the Board, or the President of the corporation, or upon receipt of a written request from at least one fifth (1/5) of the members in good standing.
SECTION 3. NOTICE OF MEETINGS
4.3.1 The general membership meetings of the corporation shall be held in June. Written notice of the membership meeting shall be distributed in all applicable languages, where possible. A ten (10)-calendar day notice shall be required prior to the scheduled meeting. The date of distribution shall appear on all notices.
4.3.2 All eligible members may attend and participate during general membership meetings and may speak to agenda items subject to restriction in these bylaws.
4.3.3 Observers may speak and otherwise participate, if acknowledged by the chair.
SECTION 4. QUORUM FOR MEETINGS
The quorum shall be 6 members in order to conduct official business. In the absence of a quorum, no official business may be conducted. However, if the corporation fails to meet quorum requirements at two consecutive meetings, official business may be conducted at the second of such meetings.
SECTION 5. MAJORITY ACTION AS MEMBERSHIP ACTION
Every act or decision done or made by a majority of voting members present in person or by written ballot at a duly held meeting at which a quorum is present is the act of the members, unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater number.
SECTION 6. VOTING RIGHTS
Each member is entitled to one vote on each matter submitted to a vote by the members. Voting at duly held meetings shall be by voice vote. Proxy voting or absentee balloting is prohibited. Election of Directors, however, shall be by written ballot.
SECTION 7. ACTION BY WRITTEN BALLOT
Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law; any action, which may be taken at any regular or special meeting of members may be taken without a meeting if the corporation distributes a written ballot to each member entitled to vote on the matter.
The ballot shall:
1. Set forth the proposed action.
2. Provide an opportunity to specify approval or disapproval of each proposal.
3. Indicate the number of responses needed to meet the quorum requirement and, except for ballots soliciting votes for the election of directors, state the percentage of approvals necessary to pass the measure submitted.
ARTICLE V BOARD OF DIRECTORS
The business of this organization shall be managed by a Board of Directors consisting of three to seven [3-9] members, one being the Extended Day Director. The directors to be chosen for the ensuing year shall be chosen at the annual meeting of this organization and they shall serve for a term of one (1) year.
The Board of Directors shall have control over the management of the affairs and business of this organization. Such Board of Directors shall only act in the name of the organization when it shall be regularly convened by its President after due notice to all the directors of such meeting.
Fifty (50 %) percent of the members of the Board of Directors shall constitute a quorum and the meetings of the Board of Directors shall be held at least quarterly.
Each director shall have one vote and proxy may not do such voting.
The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary.
Vacancies in the Board of Directors shall be filled by a vote of the majority of the remaining members of the Board of Directors for the balance of the year.
The President of the organization by virtue of his office shall be Chairman of the Board of Directors.
Any director may be removed, with or without cause, by a vote of two-thirds (2/3) of the directors then in office. Any vote for the removal of a director shall be by secret ballot.
ARTICLE VI OFFICERS
The initial officers of the organization shall be the persons named in the Certificate of Incorporation. Officers of the Corporation shall be elected at the annual meeting of the Board of Directors, and each shall continue in office for a term of one year from the date of such meeting.
The President shall preside at all membership meetings. He shall by virtue of his office be Chairman of the Board of Directors. He shall present at each annual meeting of the organization an annual report of the work of the organization. He shall appoint all committees, temporary or permanent. He shall see all books; reports and certificates required by law are properly kept or filed. He shall be authorized as a signatory on checks or other contracts of the organization. He shall have such powers as may be reasonably construed as belonging to the chief executive of any organization.
The Secretary shall keep the minutes and records of the organization in appropriate books filed in the MTWED office. It shall be his duty to oversee the filing of any certificate required by any statute, federal or state. He shall give and serve all notices to members of this organization. He shall be the official custodian of the records and seal of this organization.
The Treasurer shall have the care of all monies belonging to the organization. He shall keep or cause to be kept complete and accurate accounts of receipts and disbursements of the Corporation, and shall deposit or cause to be deposited all monies and other valuable effects of the Corporation in the name and to the credit of the Corporation in such banks or depositories as the Board of Directors may designate. He shall render at stated periods as the Board of Directors shall determine a written account of the finances of the organization and such report shall be physically affixed to the minutes of the Board of Directors of such meeting. He shall exercise all duties incident to the office of Treasurer.
Officers shall by virtue of their office be members of the Board of Directors and shall be elected at the first regular meeting or the Board of Directors within four (4) weeks of the annual meeting. No officer shall for reason of his office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director for receiving any compensation from the organization for duties other than as a director or officer.
ARTICLE VII SALARIES
The Board of Directors shall hire and fix the compensation of any and all employees, which they in their discretion may determine to be necessary for the conduct of the business of the organization. Members of the Board of Directors shall serve without compensation.
ARTICLE III BOARD OF ADVISORS
The Board of Directors may appoint from time to time any number of persons as advisors of the Corporation to act either singly or as a committee or committees. Each such advisor shall hold office at the pleasure of the Board of Directors, and shall have only such authority or obligations as the Board of Directors may from time to time determine. No advisor of the Corporation shall receive directly or indirectly, any salary, compensation or emolument therefore for any service rendered to the Corporation by such advisor, except that the Board of Directors may authorize reimbursement of expenditures reasonably incurred on behalf of activities for the benefit of the Corporation.
ARTICLE IX FINANCIAL AFFAIRS
SECTION 1. FISCAL YEAR
The fiscal year of the Corporation shall run from July 1 through June 30.
SECTION 2. SIGNATORIES
The Board of Directors is authorized to select such banks or depositories, as it shall deem proper for the funds of the Corporation. The Board of Directors shall determine who shall be authorized from time to time on the Corporation’s behalf to sign checks, drafts or other orders for the payment of money, acceptances, notes or other evidences of indebtedness, to enter into contracts, or to execute and deliver other documents and instruments.
SECTION 3. BUDGET
The Board of Directors shall be responsible for:
1. The oversight of the drafting of a proposed budget
2. A written review of the prior year's budget, which must be presented at the annual membership meeting.
The budget may be amended by vote of the Board of Directors at any regular meeting. All expenditures not included in the budget at the time of its adoption must be approved by resolution of the Board of Directors.
ARTICLE X AMENDMENTS
These bylaws may be amended at any meeting of the association by a two-thirds (2/3) vote of the members present, provided the amendment appears in writing in the notice of the meeting at which it is to be amended. Amendments are effective immediately unless otherwise specified.
4.27.09/JP
6.22.09/JP
