BYLAWS

OF

rAWN HOLLOW PARENT-TEACHER ORGANIZATION. IF{C.

gJgJJ4J

ARTICLE

NAME AND PURPOSES

Ll 7.2

Name. The name of the corporation shall be FaN'n Hollow Parent-Teacher

Arganization, Inc. (the "Corporation"). Purpose. The Corporation is organized and shall be operated exclusively for charitable. scientific, literary or educational purposes within the meaning of Section 501{c){3) of the Intemai Revenue Code o11986, as amended {the "Cr:de"), including the follorving:
ia)

to

prcmote. augment and improve public school education

in

Monroe,

Connecticut; (b)

to provide fr"rnding and other resources to the Fawn Hollow Elementary School (the "$cbool"):

(c)

to work

collaboratively with the Monroe Board ol Education and ifr* administration and stafT of the School to assist. sponsor, and support initiatives and activities that will expand andlor enhance public school education in Monroe.
Connecticut;

(d)

to

prolnote the welfare

of the children of the School by facilitating the

cooperation ofstudents, parents, faculty and others; and

(e)

to engage in any lawful act and activity consistent with the foregoing for which corporations may be fonned under the Connecticut Revised Nonstoek Corporation Act (the '"Act").

ARTICLE

MEMBERSTTIP

Class. The Corparation shall have one class of'members (the "Meqbstq"). An.v prof-essional personnel assaciated with the School or &ny parent or guardian of a student at the School who is interested in the objectives of the Corparation and who is willing to uphold its
policies rnay become a Mernber upon payment of dues.

2.1

2119.{859v2

2"2 Enrollment and Dues. The Corporation shall conduct an annual enrollment of Members in September, but persorls may be admitted to membership at any time. The enrollment requirements and the dues assessed f'or membership in the Corpcration shall be determined by the Board of Directors. 2"3
Tr4ggferabilify; Expulsion. Membership

in the Corporation shali

be

nr:ntransfbrable" and may be terminated by death or votruntar-v n'ithdrar,val or expnlsion. A Member whose continuing memtrership would be inimical to the best interests of the Corporation may be expelled by the affirnative vote of a maicrity of the direclors of the Corporation.

Votc; Froxy Vote. Onl-v Members in good standing shall be eiigible ti: vote at the Corpcration's meetings. or to serve in any of its elected cr appointed positicns or as a chairperson of a committee. Each Member shall be entitled to one {1) vote on each matter subrnitted to Members for action. Voting shall be in person only, either by a voice vote or by rwitten ballot at a meeting, and voting by proxy shall not be permitted.

2.1

2.5

Mernbershin Meetings.

(a) Annual Meeting. The arurual meeting of the Members of the Corpcration {br the election ol'officers and directors and for such other business as may properl,v come before the meeting shall be heid cn such date as shall be fixed fiorn time to time bythe Board of Directors, such meeting to be at such tirne and at such place as the Board of
Directors shall deterrnine.

(b)

Resular Meetingq. At least six (6) regular meetings of the Members.of

the Corporation shall be held during each fiscal year on such dates as shall be determined by of the Bcard of,Directors.

Notice of Meetings. Written notice ol meeting dates. times and places shall be fumished to all Members of the Corporation not less than ten (10) nor more than sixty (60) days prior to each meeting. and to all parents of students cf the School. to the School principal. and to the faculty of the School.

{c)

Quorurn; Adiour{mgq1. Ten {10) Members present at any meeting of Members duly held shall constitute a quorum for the transaction of business at such meeting. A majeirit3'' o{'the Mernbers present at any meeting may adjourn the meeting from time to time. n'hether or not the.v constitute a quorum, and any business r.vhich couid har..e been transacted at any meeting nray be taken at any adjournment therer:f without the necessity of new notice of the adjoumed
meeting.

7^6

Aet of Mgrntrers. "fhe act of a majority of Members present at any meeting of Members duiy held shall be the act of the Members of the Corporation. unless a greater proportion is required by la.,v or by the Corporation's Certitlcate of Incorporation.

2.7

289'i859r,2

2.8 Membership Standins. A Member in good standing shall be in compliance with the Bylaws of" the Corparation and shall not be in default in the payment of dues or other
accounts payable"

Member Conduct. No Member shall place himself,or herself in a position rn'hich would give the appearance of representing the Corporation or imply that the Corporation endorses a particular product, service or issue u'ithout the express endorsement or permission of the Board of Directors.

2.9

ARTICLE

BOARpl}$ DTRECT0RS
Powers and Duties. The property and affbirs of the Corporation shall be managed and conducted by the Board of Directors which may authorize and direct the Corporation tn exercise all such po\rrs and do all such things as may be exerciseil or done by the Corporation but subject nevefiheless to the provisions of the Corporatit'rn's Ce(ificate of Incorporation, these B-vlaws, the laws of the State of Connecticut and the larvs of the United
States of America.

3.1

3.2

Oualification. Only a Member in good standing shall be eligible to serve as a

director of the Corporation.

3.3 Election. Individuals shall be elected to the Board of Director:s annually" by the Members no later than June of each vear.
Directcrs. The Board of Directors shall be composed of two designations of directors, the ex-fficio directors and the elected directors. as follows: Ex-Al/icio Directr;rs. The persons *-ho serve in the offices of: President(s), Immediate Past President(s). First Vice President(s), Second Vice

3.4

(a)

President{s). Secretary{ies)" Treasurer{s), and Parents' Council R.epresentatives shall be the ex-oJficio directors rnhile holding such offices. Strch ex-rfficio directors shall be counted in determining the presence of a quorum for the transaction of business at meetings of the Board of Directors. Any ex-fficio director shall cease to be a director of the Corporation immediately and automatically upon ceasing to hold the offic,e from which his or her ex-officio status derives, withcut the need for any action by the Corporation or its Members or directors.

Elected Diyectors. In addition to the ex-aflicio directors provided for under subseetion (a) above. the Members of the Corporation may elect up to filteen (15) additional directors each year prior to the end of "lune. The elected directors may include individuals sen-ing in faculty positions at the School. or individuals w-ho ma]' agree to chair committees of the Board.

(b)

289485!.rv2

3.5 Term of Office. Each director shall take offlce at the beginning cf the Corporation's fiscal year on July 1. and shall serve for a term of one year until June 30 of the fotrlcwir:g year. However. if, earlier, a clirector's term shall end upon his or her death, resignation, or removal as provided in these B-vlaws. 3.6 Board Meetinss. The Board may hold its meetings. annual, regular or special, at such place or places w-ithin or without the State of Connecticut as it may from time to time determine. (a) Resular Meetings. Regular meetings of the Board of Directors sha1l be held at least five (5) times between the months of September and June of each year otr such dates and at such times as shall be specified in a resolution adopted by the Board of Directors then in effect, cr if there shall not be aly such resolution then in effect. as shall be specified in a notice of such meeting.
Snecial Meetingg. Special meetings of the Baard of Directors shall be held r.r"henever called by the Fresiclent or by at least tw-o (2) of the directors then in office.

(b)

(c) Notice. At least tw'o (2) days' written, oral or electronic notice of each special meeting stating the time and place ol the meeting shall be given to each director b_v the President or the Secretary, or in the case of a special meetin-e that has been called by the directors, by the directors calling the meeting. Except as otherwise provided in these Bylaws or as otherwise required by the Act, neither the business to be transacted at, nor the purpose ofl, any special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.
Waiver of Notice. The attendance of a director at any meeting without protesting prior to the commencement of the meeting the lack of proper nctice shall be
deemed to be a waiver by him or her of notice of such meeting.

(d)

(e)

lblqrhonic Particirration at a Board Meeting. One or $rore directors

may parlicipate in a meeting of the tsoard of Directors by use of a conference telephone or sirnilar communications equipment which allorvs all persons participating in the meeting simultaneously to hear each other and to communicate with one another.

(f)

Quorum. If the total number of clirectcrs (bcth ex-otficio and elected) is

seven (7) or less, than a majority r:f the number of directors then in office shall constitute a quonim for the transaction cf business" If'the total number of directors (both e,x-offrcio and elected) is eight or rnore" then the greater of five (5) directors or one-third (1/3) of the directors then in olfice shall constitute a quorurn for the transacticn of business.

Adiournrnent. A majority of the directors present at any meeting of the Bcard of Directors, inciuding a meeting at which a quofllm is not present thereat, may
adjourn the meeting to another time and place. Notice of any adjourned meeting need not be given unless the meeting shall have been ad-iourned tbr more than three (3) days.

(g)

3"7 Manner of Actins. The act of a majority of the directors present at any meeting at which a quorum is present at the time of the act shall be the act of the Board of l)irectors. unless the vote of a greater or lesser proporlion is otherrvise required by the Act. If ail the directors severally- or collectivel-v consent in rn,riting to any action taken or to be taken b.v the Corporation, such action shall be the act of the Board of,Directors with the same force and effect as though it had been authofized at a dul,v calied and heid meeting of the Board of Directors.
3.8

Committees.

The lloard of Directors may designate two or more individuals to as the Board of Directors may deem necessary or advisable. a committee, constitute Committees may consist of directors and non-directors. A committee that does not consist sclely of directors is not able to exercise the authoritl,' of the Board of Directors and shall act in an advisory capacity anly. Committees consisting solely of directors shall have and may exercise all such authority of the Board of Directors as shall be
provided in these Bylaws or in resolutions of appointment. except that no such committee shall have any po14'-er or autharity prohibited by lau' or as to the following:

(a)

{i)
committees:

the filling of vacancies in the Board of Directors or any of its

the amendment of the Certificate of Incorporation;
the adoption, amendment or repeal of these Bylaws;

tii) (iii) (iv)

Directors;

'of the amendment or repeal of any resolution of the Board

fhe approval of a plan of merger, a sale. lease, exchange or cther disposition of all or substantially all of the property of the Corporation or of a proposal to dissolve the Colporation; or
action on matters committed by these B-vlalvs or a resolution of the Board of Directors to another committee of the Board cf Directors.

(v)

{r'i)

(b) Except as provided in these Bylarvs. members of committees sl"rall be appointed at any meeting of the Board of Directors. The telm of olfice of a committee mernber shali be determined by the Board of Directors. Members of a cornmittee may be removed at any time by the Board of Directors.
Norninating Llommittee. Each lrear in February. the Board cf Directors rnay appoint a Nominating Committee of at least three (3) members. The Nominating Committee. if any, shall be responsible for nominating at least one eligible person for each office position, and shall present a slate of candidates to the Board of Directors and to the Members at a rneeting to be held before the end of June in each -vear. At such rneeting" fu*her norninations for office positions rtay be made from the floor. More than one person may be nominated fbr the same office position. in *'hich case the nominees

(c)

I 39.18591 2

may be presented as co-officers. Co-officers in any position shall share the duties of such position, and each sr.rch officer shall serye as a director of the Corporation and shall have the right to vote on matters brought before the Board. Each nominee must consent to 'l"he serr,'e in the office for *hich he or she has been nominated. slate of candidates shall be repnrted to the Members at least ten {10} days prior to the annual elections.

l{esienatiq$. .Any director of the Corporation may resign at any time b1, gir,.ing *ritten notice to the President of the Ccrporation. ln the event of a resignation of a directar u'ithout wrifien nntice. the President shall contlrm such resignation in writing. Sucl: resignation
shali take effect at the time specit-ied therein. Unless otherw.ise specified therein, the acceptance of such resignation shali not be necessary to make it effective. Any director rvho fails to attend three (3) or more consecutive regular meetings of the Board of Directors ma!', upon the affirmative vote of the Board of Directors, be deemed to have resigned as a director.

3.9

lvithout cause by a maiority vote of the directors preserrt at a meeting at which a quorum is presenl. Such action may be taken at any annual meeting, any regular meeting or any special meeting, provided that due notice of the proposed remor.al shall have been duly given. Such removal may be accomplished with or without cai.lse, but the director invoived shall be given an opportunity to be present and to be heard at the meeting at rvhich his or her removal is
cr:nsidered.

3"1$ S.emoval. An.v director ma-y be removed from the Board of Directors with or

3"11 Vacancies. In the event a director ceases to be in office or a director or officer position is vacant for any reason, the Board of Directors shali have the powerto fill the vacancy, and the person elected to frll such vacancl. shall hold office fbr the unexpired pcrtion of the term
cfhis
or her predecessor.

ARTICI,E

T}FFICERS

Number. Term and Election of Officers. fhe offrcers of the Corporation sl'lall include: one or more Presidents, one or more Vice Presidents. one or more Treasurers> one or more Secretalies. up to three (3) Representatives to The Monroe Public School Parents' Council" Inc. (the "Parents' Council"). the immediate Past President{s) and such other ofhcers as the Bcard of Directors may deem necessary or advisable for the efficient operation of the Corporation's affairs. Each olXce position may be held by more than one person" The officers af the Corporatrion shall be elected b,v the Members each year prior to the end of June. b,r' s majorit3'vote of the Members present at a meeting at which notice has been given of such annual eleetions. Each tenn of oftice shall begin on July i and extend to and expire on .Iune 30 of the follow-ing ,vear. However, if earlier, an ofticer's term shall end upon his or her death, resignatir:n or removal as provided in these Bylaw-s. No officer shall serve for more than two {2} consecutive terms in the same position. Each outgoing ottcer shall deliver to the successor in such ofilce all materials related to their position by the beginning af the new'officer's tem.

4.1

289.1859v2

President. The President shall be the chief executive oiHcer of the Corporation. Subject to the control of the Board of Directors, the President shall, in general, supervise and control all the business and affairs of the Corporation and shall have the pou,'er ta sign, acknow-ledge and deliver on behalf of the Corporation all deeds. agreements and other formal instruments. The President shall preside at each meeting of the tsoard of Directors and of the Members. The President shall see that all orders and resolutions of the Board of Directors and of the committees of the Board of Directors are carried into elfect. In general. he or she shall perform all duties incident to the office of President and such other duties as may from time to time be assigned to the President by these Bylaws or b.v the Board of Directors. The position and obligations of the President may be shared by two individuals as Co-Presidents. In the event that there are Cr:-Presidents, (i) any notice required to be given to the President shall be deemed to be given if pror,ided to either of the Co-Presidents and (ii) an-v reftrence in these Bylarvs to the
President shall be deemed to be a refereuce to the Co-Presiclents"

4.2

Each Vice President, if any, shaltr have such general responsibilities as rnay be assigned to him or her. from time to time, by the Bcard of Directors or the President. and he or she shall perform all such other duties as from tirne to time may be assigned to him or her by the tsoard of Directors or the President. At the request of the President, or in case of his or her absence cr inability to act, any Vice President designated by the Board of Directors or by the President shall perlbrm the duties of the President. and when so acting shall have all the powers of. and be subject to all the restrictions upon, the President. The Board of Directors may designate Vice Fresidents in order of autho{it.v either b-v title, such as First Vice President and Second Vice President, or by resolution.

4.3 Vice Presidents.

4.4 Trea$glgr. Tlie Treasurer. if an-v. shall have charge and custody of "and be responsible fbr all the funds and securities of the Corporation; he or she shall keep full and accurate accounts of assets. liabilities, receipts and disbursemenls and other ftansactiotrs of the Corporation in books belonging to the Corporation; and he or she shall deposit all moneys and other valuable effects of the Corporation in the name of and to the credit of the Corporation in such banks or other depositories as may be designated by the Board of Directors. The Treasurer shall prepare an annual budget for the Corporation, to be approved bi. the Board of Directors. He or she shall disburse or oversee the disbursement of the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for disbursements. and shall render to the President and to the directors at the meetings of the Board of Directors, ot whenever they may require it, a statement of all his or her transactions as Treasurer and an account cf the financial condition of the Corporation. The Treasurer shall be responsible for overseeing the Corporation's annual Form 990 filing with the internal Revenue Service and such other filings as may be required under the Code or by the State of Connectlcut. Each such filing shall be revierryed by the President and the Treasurer and shall be reporled to the Board of Directors. ln general. the Treasurer shall perform all the duties incident to the of}lce of Treasurer and such other duties as may from time to time be assigned to the Treasurer by the Board or by the Presidenl.
Secretan'. 'fhe Secretary shall serve all notices lor the Corporation that have been authorized by the Board of Directors; keep the minutes of the meetings of the Board of Directors; be the custodian of the colporate records and of the seal of the Corporation; and, in

4.5

2894859v2

general, perfonn all the duties incident to the office of Secretary and such other duties as frorn time to time may be assigned by the tsoard of Directors or the President. The position and obligations of the Secretar"y ma-v be shared br1' tw'o individuals, who rna-v be ref'erred to as the Recording Secretary and the Corresponding Secretary. In ihe event that the office of Treasurer shall not have been filled by the Board of Directors, the Seuetary shall perform the duties incident to the office ol Treasurer.

4.6 Panents' Council Representatives. T'he Parents' Council Representatives shall serve as the Corporation's liaison to the Parents' Council, shall attend the meetings cf the Parents' Council, and shall repod on such meetings to the Corporation's Board of Directors and Mernbers. In addition to these Bylaws. the Parents' Council Represenlatives w'ill be expected to abide b1, the bylaws and the governatlce documents rif the Parents' L'ouncil. 4.7 Immediate Past President. The individual who senred as the Corporation's President immediatel-v prior to the current Fresident's term shall serve in the capacity of lrnmediate llast President. This person shall be an ex-officio Directnr during tlte tenn for rvhich he or she serves as Immediate Past President. and will aci as an advisor to the current President of the Corporation and to the Board of Directors as necessary. ln the event of a tie vote by the directors. the immediate Past President shall cast the deciding vote. 4"8 Other Officers. The Board of DirectorS rnay from tirne to time appoint such other officers as the Board of'Directors may deem necessary or advisable for the efficient operation of the Corporation's affairs, each of whom shall hold office for such period, have such authority and perfbrm such duties as the Baard of Directors may fiom tirne to time determine.
Removal af Offlcers. Irrespective of tenn of office, but subject to any written contract rights, any officer cf the Corporation mary be removed with or without cause at an,v time by the Board of Directors.

4,9

4.10 Resienellgng. An-v officer of the Corporation ma,v resign his or her olfice at any time by giving written notice thereof to the President of the Corporation or to the Board of Directors. Such resignaticn shall take effect at the time specified therein" or if nc time is specified therein. at the tirne of the receipt thereof, and the acceptance thereof shall not be necessary to rnake it effective.
4.11 Yacancies. Except as otherr,vise provided in these Bylar.vs. if the office of the President, any Vice President, the Treasurer, the Secretary or any other offi{rer appointed by the Board of Directors becomes vacant due to death" resignation, removal, or for any other reason. the vacancy ma3,- be filled for the unexpired term thereof by the Board of l)irectors.

l8s.{859v2

ARTICLE

LOANS,_CHSCKS AI,{D SSPQSIT$

5.1 Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resoiution of the Board of Directors. Such authority may be general or confined to specific instances"
Checks. Drafts, Etc. Ail checks, dralts or orders lbr the payment of money, notes, bills of exchange and other evidences of indebtedness issued in the name of the Corporation shall be signed or endorsed with the signatures or tacsimile signatures of such officers or agents of the Corpolation as the Board of Directors shall from time to time designate by name or title, or in lieu of anv action by the Board of Directors, as the President shall
designate.

5"7

5.3 DCpgglg. All

funds

of the Corporation not otherwise

employed shall be

deposited fi:om time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors nray select or, in lieu ol any action by the Board of Directors, as the Treasurer maSt select.

ARTICLE

CORPORATtr RSCORDS AND FINANCIAL STATEMENTS

Corporate Records. The Corporation shall keep at its principal piace of business a copy of its Certificate of Incotporation and any amendments thereto; its b3'lax's. including all amendments thereto, certified by the Secretarl; and an original or a copy of the minutes of the meetings of the Board of Directr:rs and any committees of the Board of Directors; and a list or record containing the narnes and addresses of members of the Board of Directors and an,v committees of the Board of Directors.

6.1

Financial Statements" At interyals of not rxore than tr.ryelve (i2) months, the Corporaticn shall prepare a balance sheet showing its financial condition as of a date not more than four (4) months prior thereto and a statement oi receipts and disbursements rvith respect to its operations for the tvr.elve (12) months preceding such date. The balance sheet, statement of receipts and disbursements, and other corporate records shall be deposited and retained at the principal office of the Corporation.

6.2

ARTICLE

MTSCELLANEOU S PSgVTSTONS

7.1 Notice. Any notice required or permitted to be given under these Bylaws in rvriting shall be deemed to have been delivered if delivered in person or if sent by United States I
2894859v2

mail, cvemight delivery. telegraph {charges prepaid), telex, tbcsimile, fax or email and addressed to such person at the address shorn'n on the records of the Corporation or the address supplied b-v him or her to the Corporation for the purpr:se of notice. If such notice is sent by mail. it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail.

Amendments. These Bylaws may be amended or repealed by the alfirmative vcte cf two-thirds cf tire directors r,vho are present at any meeting of the Board of Directors at rn"hich a quorum is present, provided that the notice oi such meeting shall set forth the general nature cf the proposed action.

7.2

7.3 Execution of Contracts. T.he Board of Directors may authorize an)' officer or afiicers and any agent or agents to enter into any contract or execute any instrument in the narne ot, and on behalf cl, the Corporation, and such authority may be general or limited to specified instances. No officer, agent or employee shali have any power or authority to bind or obligate the Corporation by any colrunitrnent, contract or engagement. or to pledge its credit or render it liable lbr any purpose cr in any amount unless duly authcrized by the Board of Directors.
CompensAlisn_lor Services. The Corporation may pay compensation to any person {except a government official), even if such person is also a director or officer of the Corporation, fbr personal services (including. but not limited to. education, artistic. tregal, clericatr, and investment management services) that are reasonable and necessar.y to carry out the puryoses of the Corporation, and ma3r reimburse any such person for expenses incur:red in connection with the rendition of such services. provided that the amount of such compens4tion or reimbursement is reasonable and not excessive. 'fhe Bcard of Directors shall deterrnine the amount of compensation or reimbursement that shall be paid.

7.1

Approved and adopted as of

,2013.

10
289,tr859v2