BY-LAWS

Friends of PS /IS 187

Revised May 2011

Mission

The mission of Friends of PS/IS 187 (hereafter “the Corporation”) is to raise significant funds for the sole benefit of PS/IS 187 Hudson Cliffs School (hereafter “PS/IS 187”) in the Washington Heights/Inwood area of New York City to enrich its academic, artistic, social and community development.

Members

Pursuant to the authorization of the provisions of the Not-for-Profit Corporation Law of the State of New York, the Corporation shall have no members.  It shall function, in all respects, through its Board of Directors.

Board of Directors

Powers

The Board of Directors (hereafter collectively referred to as “the Board” and individually referred to as “Directors”) shall manage the affairs and property of the Corporation in accordance with the purposes and limitations set forth in the Certificate of Incorporation and in these by-laws.

Responsibilities and Obligations (Give/Get)

Every Director is expected to either donate or raise a minimum of $1,000.00 USD annually, in addition to any money donated or paid for individual events, fundraisers, or drives sponsored by the Corporation.  In addition, every Director is expected to be aggressive and creative in pursuing their fundraising goals, within the boundaries of the law.

Number

The Board shall consist of not less than eight Directors and not more than twenty-four Directors at any give time.

Term of Service

The term of a Director’s service shall be three years.

Rules Governing Board Action

The Board shall have full power, by a quorum vote, to adopt rules, regulations or amendments to these Bylaws, governing the action of the Board and shall have full and complete authority with respect to the distribution and payment of the monies raised or received by the Corporation, except that the fundamental and basic purposes of the Corporation, as expressed in the Certificate of Incorporation, shall not thereby be amended or changed, and except further that the Board shall not permit any part of the net earnings or capital to inure to the benefit of any Director or private individual.

Elections and Term of Office

Each year, at the September annual meeting, the current Board will nominate and elect new Directors to the Board.  Each Director so elected shall serve until expiration of such Director’s respective term unless such Director resigns or is removed by the Board.  Nominees for Director shall be elected by a majority of Directors then in office.

Removal

Provided there is a quorum present of not less than a majority of all Directors, a Director may be removed for cause by the vote of a majority of the Board of Directors present at the meeting at which such action is taken

Resignations

Any Director may resign at any time, orally or in writing, by notifying either of the Co-Presidents.  Any such resignation shall take effect at the time therein specified.

Compensation

Directors shall not receive any compensation for serving as Directors.  However, nothing herein shall be construed to prevent a Director from serving the Corporation in another capacity for which compensation may be received and duly reported annually, as part of the independent audit process.

Vacancy of Previously Occupied Director’s Position

The Board may, at any time, elect a person to succeed an elected Director whose position becomes vacant via resignation, removal, incapacitation or death.  The successor shall serve only until the end of the predecessor’s term, unless re-elected by the Board.

Vacancy of New Director’s Position

The Board of Directors may at any time elect a person to fill a Director’s position, which had not previously been occupied.

Staff

All staff appointments shall be made by the Co-President and shall not require the concurrence of the Board of Directors so long as the staff position to be filled is within the budget approved by the Board of Directors.

Officers of the Board

Number

The Board shall elect Officers comprised of current Directors for the positions of two Co-Presidents, Secretary and Treasurer.  The Board may also elect such other Officers they deem to be appropriate.

Election and Term of Office

The Officers of the Corporation shall be chosen annually at the September meeting in which the Governance and Nominating Committee proposes new Directors. All Officers shall hold office for a term of one year, beginning upon their election and until their successors are elected.  Any vacancy occurring in any office shall be filled by the Board.

Removal

Any Officer of the Corporation may be removed by a vote of the majority of the Board of Directors then in office.

Co-Presidents; Powers and Duties

The Co-Presidents, as chief operating officers of the Board, shall effect, or monitor implementation of, decisions by the Board of Directors, preside at all meetings of the Board of Directors and the Executive Committee and serve as a voting ex officio member of all standing committees other than the Governance and Nominating Committee.

Secretary; Powers and Duties.

The Secretary shall promote communication among Board Committees and the Board of Directors via contact with committee chairpersons prior to each Board meeting and other actions deemed appropriate to support the full and active function of Board Committees.  The Secretary shall also take copious notes at all Board meetings and prepare written minutes to be distributed to all Directors.   The Secretary shall also prepare an Agenda of topics and issues to be addressed at each meeting.  Such Agenda shall be distributed to all Directors prior to the start of any meeting.

Treasurer; Powers and Duties.

The Treasurer shall be responsible for the custody and investment of all funds of the Corporation.  The Treasurer shall have check signing authority for the Corporation and execute and deliver instruments relating to the investments of the Corporation, which authority may be shared with one or more other Directors and the Co-Presidents of the Corporation.  The Treasurer shall cause to be kept full and accurate accounts of receipts and disbursements of the Corporation and shall see that the Board receives financial statements at each meeting in addition to an annual audit.

Honorary and Emeritus Directors

The Board of Directors may from time to time elect Honorary or Emeritus Directors, persons who are deemed by the Board to be especially worthy of recognition by reason of their achievements or service to the Corporation.  The Board of Directors shall determine the duties, if any, that are to be performed by such Honorary or Emeritus Directors. Honorary Directors shall not be deemed elected Directors, shall not be counted in determining the presence of a quorum, shall not be held to the give/get policy and shall not be entitled to vote on Board matters.

Meetings

The Board of Directors will meet annually in September on a date to be determined by the Co-Presidents.  Additionally, regular meetings of the Board of Directors shall be held at such times and places as may be determined by the Board of Directors or as may be specified in a notice of meeting.  Special meetings of the Board of Directors may be held at any time upon the call of the Co-Presidents or any Director upon written demand of not less than one-fifth of the entire Board of Directors.

Notice of Meetings

Notice need not be given of regular meetings of the Board of Directors if the time and place of such meetings are fixed by the Board of Directors.  Notice of each special meeting of the Board of Directors must be given to each director not less than two days before such meeting.  Such notice shall be deemed to have been given when it is deposited in the United States mail.  Notice may also be by telephone or sent by electronic mail, facsimile transmission, telegraph, telex, courier service or hand delivery.  Notice of a special meeting need not be given to a director who submits a signed waiver of notice before or at the meeting’s commencement, or who attends without protesting lack of notice before or at the meeting’s commencement.

Place and Time of Meetings

Meetings of the Board of Directors shall be held at the location, within or without the State of New York, which is decided upon by the Board of Directors or, in the case of a special meeting, by the person or persons calling the special meeting.

Quorum

At each meeting of the Board of Directors, a quorum of at least one-third of the Board of Directors is required for the transaction of business. Attendance may include any electronic means necessary. If a quorum is not present at any meeting of the Board of Directors, a majority of the directors present may adjourn the meeting without notice other than announcement at the meeting, until such a quorum is present.

Voting

The vote of the majority of the elected Directors present at, or in electronic communication with, any meeting at which a quorum is present shall be the act of the Board of Directors except for the removal of an officer which shall be by affirmative vote of a majority of all elected Directors.

Removal for Non-Attendance

Any Director who has failed to attend four or more consecutive regular meetings without excuse acceptable to the Officers of the Board shall be deemed to have offered to resign from the Board.

Action by the Board

The board may take action without a meeting if all the members of the board consent in writing to the adoption of a resolution authorizing the action.  The secretary shall file the resolution and the consents with the minutes of the proceedings of the board.  Any Director shall be considered present at a meeting if the Director participates in the meeting by conference telephone or other communication equipment allowing all persons participating in the meeting to hear each other at the same time.

Director’s Conflict of Interest

If a Director has an interest, financial or otherwise, in a particular transaction, the director must disclose to the Board his or her interest in the transaction and may not vote on the transaction.

Committees

Executive and Other Standing Committees

There shall be the following standing committees of the Board of Directors.  With the exception of the Executive Committee, all committees may include members who are not currently Elected Directors of the Corporation and the Chair person will be elected by the Board of Directors. All committees shall elect a recording secretary and keep all minutes on file.

A)       Executive Committee.  The Executive Committee shall be composed of the Co-Presidents, Secretary, Treasurer, the chairpersons of the standing committees, and up to two members-at-large.  The Executive Committee shall have all of the authority of the Board of Directors except the authority to amend these By-Laws, to remove persons from office or to fill vacancies of elected Directors.  Nevertheless, no action taken by the Executive Committee shall be binding upon the Corporation unless the Co-Presidents determine that the action could not prudently await a meeting of the Board of Directors or until it is ratified by the Board of Directors.

B)       Governance and Nominating Committee.  The Governance and Nominating Committee shall be composed of members elected by the Board of Directors.  They shall serve a term of one year, subject to re-election within the period of their Director’s term.  The chairperson of the Board Governance and Nominating Committee shall be designated from among its members by the Co-Presidents.  The Co-Presidents may serve on the Governance and Nominating Committee, but shall not vote.  The Governance and Nominating Committee shall annually analyze the composition of the existing Board of Directors within the context of existing and anticipated leadership needs, and shall seek to secure persons for election as Directors who meet outstanding needs.  The Governance and Nominating Committee shall also assemble the slate of Officers for annual proposal to the Board.  The Governance and Nominating Committee shall also plan and implement an annual orientation process for new Directors.

C)       Data Management. The Data Management Committee shall be chaired by a board member. The duties of the Data Management Committee will include, but not be limited to, keeping record of all donors and donations, create and publish reports on this data for the Board of Directors and the members of the Executive Committee.

D)       Communications/Publications. The committee shall be chaired by a board member.  The responsibilities of the Communications/Publications Committee are, but not limited to, creation of a News Letter to be distributed to the Donors, PS/IS 187, the community at large and the Board members, create and distribute all flyers, booklets or pamphlets and generate and maintain the Friends of PS/IS 187 Handbook. The Communications/Publications committee is also responsible for updating and maintaining the Friends of PS/IS 187 Web site

Other Committees The Board by resolution adopted by a majority of the entire Board, may designate from among its members such other committees and sub-committees as it deems appropriate consisting of such numbers as it deems appropriate, who may or may not be Board members.  Each such committee shall serve at the pleasure of the Board and shall have such powers as may be provided in the resolution establishing the committee.  As designated by the Board, such committees may function as standing committees with ongoing activities, or may function as task specific, time-bounded committees.

Powers and Procedures of Committees The committees of the Board of Directors shall have the powers conferred by these By-Laws and such additional powers as the Board of Directors may delegate but no committee shall have the authority to remove any person from office.  One-third of the voting members of any committee shall constitute a quorum for the conduct of business by that committee.

Action by Unanimous Written Consent Any action required or permitted to be taken by the Board or any committee thereof pursuant to the Certificate of Incorporation, these By-Laws, or any provision of law, may be taken without a meeting if all members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action.  The resolution and the written consents thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board and the committee.

Directors’ Meetings by Conference Telephone Any one or more members of the Board of Directors or of any committee thereof may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

Advisory Board

The Board of Directors, by resolution adopted by a majority of the entire Board of Directors, may designate an Advisory Board.  Such Advisory Board shall consist of persons who are interested in the purposes and principles of the Corporation.  The Advisory Board and each member thereof shall serve at the pleasure of the Board of Directors.  Any vacancy in the Advisory Board may be filled and any member of the Advisory Board may be removed, either with or without cause, by the Board of Directors.  The Advisory Board shall advise the Board of Directors as to any matters that are put before it by the Board of Directors concerning the Corporation.  The Advisory Board shall not have or purport to exercise any powers of the Board of Directors nor shall it have the power to authorize the seal of the Corporation to be affixed to any papers that may require it.

Indemnification

The Corporation shall indemnify its Directors to the extent permitted by Article VII of the Not-for-Profit Corporation Law

Fiscal Year

The fiscal year of the Corporation shall be from September 1 until August 31.  The fiscal year may be changed by resolution of the Board.