BYLAWS
ANGIER AFTER - SCHOOL PROGRAM, INC.
Amended and Restated by Board Vote as of_____ ______ _, 2011
ARTICLE I
Bylaws Established, Name, Seal, Offices and Mission
1.
Bylaws Established. These are the Bylaws of Angier After-School Program, Inc. (the
“Corporation”). These Bylaws, the powers of the Corporation and its Members and Directors,
and all matters concerning the conduct and regulation of the activities of the Corporation shall be
subject to applicable provisions, if any, contained in the Articles of Organization. All references
in these Bylaws to the “Articles of Organization” shall refer to the Articles of Organization of the
Corporation, as amended or restated from time to time.
2.
Name. The name of this Corporation shall be as set forth in the Articles of Organization.
3.
Seal. The seal of the Corporation shall be circular in form and shall bear on its outer edge
the words "Angier After-School Program, Inc." and in the center, the words and figures
"Massachusetts 1974". The Board of Directors may change the form of the seal of the inscription
thereon from time to time.
4.
Offices. The principal office of the Corporation shall be in Newton, in the County of
Middlesex and Commonwealth of Massachusetts. The Corporation may also have offices at such
other places as the Board of Directors may from time to time appoint or the purposes of the
Corporation may require.
5.
Mission. The mission of the Corporation is to provide a safe, nurturing, active learning
environment (the “AASP”) for elementary school students after the official school day has
concluded, to expand the activities available to children and gather children around mutual
interests instead of age, and further to carry on any other activity in support of and to benefit the
above mission as may be carried on by a corporation organized under Chapter 180 of the
Massachusetts General Laws and described in Section 501(c)(4) of the Internal Revenue Code of
1986, as now in force or hereafter amended (the “Code”).
Notwithstanding any other provision of these Bylaws, the Corporation shall not carry on any
other activities not permitted to be carried on by an organization exempt from Federal income
tax as an organization described in Section 501(c)(4) of the Code (or the corresponding section
of any future federal tax code).
ARTICLE II
Members and Meetings of Members
1.
Membership. The Members of the Corporation shall consist of all parents or legal
guardians of children enrolled in the AASP whose tuition payments are current. New members
may join at any time. The duration of membership for each Member is the time period during
which the Member’s child or children is/are enrolled in the AASP and that child’s or those
children’s tuition payments is/are current.
2.
Rights of Members. Members have a right to vote at all membership meetings and shall
have the right to attend meetings of the Board of Directors. The right of a Member to vote and
all his/her right, title and interest in or to the Corporation shall cease on the termination of his/her
membership. No Member shall be entitled to share in the distribution of the corporate assets
upon the dissolution of the Corporation.
3.
Resignation of Members. Any Member may resign from the Corporation by delivering
a written resignation to the President of the Board of Directors of the Corporation.
4.
Annual meeting. The annual meeting of the Members of the Corporation shall be held
on the third Thursday of May in each year, if not a legal holiday, and if a legal holiday, then on
the next succeeding Thursday that is not a legal holiday, for the purpose of electing directors,
ratifying rules, regulations and qualifications prescribed by the Board of Directors, voting on
amendments to the Bylaws of the Corporation, and for the transaction of such other business as
may properly come before the meeting.
5.
Notice of annual meeting. Notice of times, place and purpose or purposes of the annual
meeting shall be served electronically, personally or by U.S. mail, not less than seven (7) nor
more than forty (40) days before the meeting upon each person who appears upon the books of
the Corporation as a Member. If mailed, such notice shall be sent to the Member’s address as it
appears on the books of the Corporation unless the Member has filed a written request with the
Secretary of the Corporation stating that notices be mailed to another address, in which case it
shall be mailed to the address designated in such request.
6.
Special meeting. Special meetings of the Members may be called at any time by the
President or Vice-President or by two Directors, provided that a special meeting must be called
by the President or Secretary on receipt of the written request of any Members of the Corporation
representing at least ten percent (10%) of smallest quorum of Members required to vote on any
matter at the annual meeting, stating the time, place, and purpose of the special meeting.
7.
Notice of special meetings. Notice of special meetings, stating the time, place and
purpose thereof shall be served electronically, personally or by U.S. mail upon each Member
residing within the United States, not less than seven (7) nor more than forty (40) days before
such meeting. If mailed, such notice shall be sent to the Member’s address as it appears on the
books of the Corporation unless the Member has filed a written request with the secretary of the
Corporation stating that such notices be mailed to another address, in which case it shall be
mailed to the address designated in such request.
8.
Quorum. At any meeting of Members of the Corporation, the presence of ten (10)
percent of the Members in person shall be necessary and sufficient to constitute a quorum for all
purposes, except as otherwise provided by law, and the act of a majority of the Members present
at any meeting at which there is a quorum shall be the act of the full membership, except as may
be otherwise specifically provided by statute or by these Bylaws. For purposes of determining a
quorum, parents or guardians of the same family unit shall be considered one Member. In the
absence of a quorum, or when a quorum is present, a meeting may be adjourned from time to
time by vote of a majority of the Members present in person without notice, other than by
announcement at the meeting and without further notice or any absent Member. At any
adjourned meeting at which a quorum shall be present, any business may be transacted which
might have been transacted at the meeting as originally notified.
9.
Voting. At every meeting of Members, each Member shall be entitled to vote in person.
The parents or guardians of one or more children of the same family unit shall have one vote so
that there be one vote per family unit. All elections shall be had and all questions decided by a
majority of the Members present and voting unless otherwise set forth herein.
10.
Waiver of notice. Whenever, under the provisions of any law or under the provisions of
the Articles of Organization or Bylaws of this Corporation, the Corporation or the Board of
Directors or any committee thereof is authorized to take any action after notice to the Members
of the Corporation or after the lapse of a prescribed period of time, a written waiver of notice,
executed before or after the meeting by a Member and filed with the records of the meeting, shall
be deemed equivalent to such notice.
11.
Removal of a Member. A Member may be removed for due or just cause by an
affirmative vote of the greater of (i) four members of the Board of Directors, or (ii) majority of
the Board of Directors present and voting.
12.
Compensation and expenses. The Board of Directors shall have the power in its
discretion to contract for and to pay to Members rendering unusual or special services to the
Corporation special compensation appropriate to the values of such services.
ARTICLE III
Board of Directors
1.
Powers. Except to the extent reserved to the Members by law, the Articles of
Organization or these Bylaws, the business, property and affairs of the Corporation shall be
managed by a Board of Directors, who may exercise all the powers of the Corporation. Such
powers shall be exercised consistently with the purposes of the Corporation as set forth in the
Articles of Organization and these Bylaws. Except as otherwise provided by these Bylaws, the
Directors shall have the power to authorize the Corporation to purchase, lease, and sell such
property, and to make such contracts and agreements as they deem advantageous. The Directors
may determine the compensation and duties, in addition to those prescribed by the Bylaws, of all
Directors, Officers, agents, and employees of the Corporation. In the event of a vacancy on the
Board, the remaining Directors may exercise the powers of the full Board until the vacancy is
filled. The Board of Directors may by general resolution delegate to committees of membership
or to employees of the Corporation such duties as the Directors see fit.
2.
Composition of Board of Directors; Election. The Board of Directors shall be
comprised of not less than five (5) nor more than twelve (12) individuals, the majority of whom
shall be Members. Each Director shall serve for a term of one (1) year, effective July 1, until his
or her successor is elected or except as otherwise provided for filling vacancies. The Director of
the After-School Program shall not be a member of the Board of Directors, but he/she may attend
meetings of the Board at the invitation of the Board. At any such meeting, the Director of the AfterSchool Program may participate in discussions but will not have a vote.
3.
Resignation. Any Director may resign at any time by giving written notice of such
resignation to the Board of Directors.
4.
Vacancies. Any vacancy in the Board of Directors occurring during the year, including a
vacancy created by an increase in the number of Directors made by the Board of Directors, may
be filled for the unexpired portion of the term by the Directors then serving, although less than a
quorum, by affirmative vote of the majority thereof. Any Director so elected by the Board of
Directors shall hold office until the next succeeding annual meeting of the Corporation or until
the election and qualification or a successor. The Directors shall have all their powers
notwithstanding the existence of one or more vacancies in their number.
5.
Annual meeting. As soon as possible after each annual meeting of the Members, the
newly elected Directors shall meet for the purpose of organization, the election of officers, and
the transaction of other business. The place and time of such first meeting may be fixed by
written consent of all the Directors. In the event an annual meeting of the Directors is not held, a
special meeting in lieu of the annual meeting may be held with all force and effect of an annual
meeting.
6.
Regular meetings. Regular meetings of the Board may be held at such times and places
as the Board may determine. The Board shall strive to meet monthly, but not less than seven (7)
times per year.
7.
Special meetings. Special meetings of the Board of Directors may be called by the
President or Vice-President and must be called by either of them on the written request of any
member of the Board. Reasonable efforts must be made to notify all Board members of a special
meeting. If no quorum can be constituted within forty-eight (48) hours of the meeting being
called, the matter for which the special meeting was called may be decided by a group of not less
than three (3) Directors.
8.
Notice of meetings. Written notice of all Directors’ meetings, except as herein otherwise
provided, shall be given by telephone, fax, email, U.S. mail, or other from of communication at
least seven (7) days before the meeting, sent to the usual business or residential address of each
Director. Notice need not specify the purposes of the meeting unless required by law, the
Articles of Organization, or these Bylaws, or unless there is to be considered at the meeting (i) a
contracts or transaction of the Corporation with “interested persons” (as defined in Article VI
below), or (ii) removal or suspension of an Officer or Director. The Secretary shall include in
the minutes of each meeting a list of the Directors attending the meeting. Regular meetings of
the Board of Directors may be held without notice at such time and place as shall be determined
by the Board. Any business may be transacted at any Directors’ meeting. Except as herein
otherwise provided, at any meeting at which every Director shall be present, even though without
any notice or waiver thereof, any business may be transacted. Whenever notice of a meeting is
required, such notice need not be given to any Director if a written waiver of notice, executed by
him or her before or after the meeting is filed with the records of the meeting.
9.
Chairperson. At all meetings of the Board of Directors, the President or Vice-President,
or in their absence, a chairperson chosen by the Directors present, shall preside.
10.
Quorum. At all meetings of the Board of Directors, a majority of the Directors then in
office shall be necessary and sufficient to constitute a quorum for the transaction of business and
the act of a majority of the Directors present at any meeting at which there is a quorum shall be
the act of the Board of Directors, except as may be otherwise specifically provided by statute or
by these Bylaws. If at any meeting, there is less than a quorum present, a majority of those
present may adjourn the meeting without further notice.
11.
Reporting Duties. In addition to its general governance duties, the Board of Directors
shall present at the annual meeting of Members and file with the minutes thereof a report,
verified by the President and Treasurer, or by a majority of the Directors, showing (a) the whole
amount of real and personal property owned by the Corporation, where located, and where and
how invested; (b) the amount and nature of the property acquired during the year immediately
preceding the date of the report and the manner of the acquisition; and (c) the amount applied,
appropriated or expended during the year immediately preceding such date and the purposes,
objects, or persons to or for which such applications, appropriations, or expenditures have been
made.
12.
Removal. A Director may be removed for due and just cause, at a meeting for which
notice has been properly given, by an affirmative vote of the greater of (i) four members of the
Board of Directors, or (ii) majority of the Board of Directors present and voting.
ARTICLE IV
Officers
1.
Number. The Officers of the Corporation shall be the President, Vice-President,
Secretary, Treasurer, and such other officers with such powers and duties not inconsistent with
these Bylaws as may be appointed and determined by the Board of Directors. The Secretary
shall be a resident of Massachusetts unless the Corporation has a resident agent duly appointed
for the purpose of service of process. Any two offices, except those of President and VicePresident, may be held by the same person.
2.
Election, term of office and qualification. The Officers shall be elected annually by the
Board of Directors from among their number, at the first meeting of the Board of Directors after
the annual meeting of Members of the Corporation.
3.
Vacancies. In case any Officer of the Corporation becomes vacant by death, resignation,
retirement, disqualification, or any other cause, the majority of the Directors then in office,
although less than a quorum, may elect an Officer to fill such vacancy, and the Officer so elected
shall hold office for the unexpired term until the election and qualification of his/her successor or
until he or she sooner resigns, is removed, or becomes disqualified. The Officers shall have all
their powers notwithstanding the existence of one or more vacancies in their number.
4.
President. The President shall preside at all meetings of Members and of the Board of
Directors. The President shall have and exercise general charge and supervision of the affairs of
the Corporation, including but not limited to signing checks on behalf of the Corporation, and
shall do and perform such other duties as may be assigned by the Board of Directors.
5.
Vice-President. At the request of the President, or in the event of the President’s
absence or disability, the Vice-President shall perform the duties and possess and exercise the
powers of the President; and to the extent authorized by law, the Vice-President shall have such
other powers as the Board of Directors may determine, and shall perform such other duties as
may be assigned by the Board of Directors.
6.
Secretary. The Secretary shall have charge of such books, documents, and papers as the
Board of Directors may determine and shall have custody of the corporate seal. The Secretary
shall: 1) attend and keep the minutes of all the meetings of the Board of Directors and Members
of the Corporation, 2) keep a record, containing the names, alphabetically arranged, of all the
persons who are Members of the Corporation, showing their places of residence, and such book
shall be open for inspection as prescribed by law, 3) sign with the President or Vice-President, in
the name and on behalf of the Corporation, any contracts or agreements authorized by the Board
of Directors, and when so authorized or ordered by the Board of Directors, may affix the seal of
the Corporation, and 4) perform all the duties incident to the office of Secretary, subject to the
control of the Board of Directors, and shall do and perform such other duties as may be requested
by the Board of Directors.
7.
Treasurer. The Treasurer shall, subject to the direction and control of the Board of
Directors, have general charge of the financial affairs of the Corporation and shall keep full and
accurate books of account. The Treasurer shall maintain custody of all funds, securities and
valuable documents of the Corporation, except as the Directors may otherwise provide. The
Treasurer shall have such other powers and duties as are usually incident to that office and as
may be vested in that office by these Bylaws or as the Directors may designate for such office
from time to time. He/she shall also prepare or oversee all reports and filings required by The
Commonwealth of Massachusetts, the Internal Revenue Service, and other governmental
agencies.
8.
Removal. An Officer may be removed for due and just cause at a meeting for which
notice has been properly given, by an affirmative vote of the greater of (i) four members of the
Board of Directors, or (ii) majority of the Board of Directors present and voting.
ARTICLE V
Compensation
Directors shall be entitled to receive for their services such amount, if any, as the Directors may
determine, including expenses of attendance at meetings. Subject to the Articles of Organization
and Article VI below, Directors shall not be precluded from serving the Corporation in any other
capacity and receiving compensation for any services they provide.
In establishing
compensation, if any, for the Corporation’s Officers and Directors and any highly compensated
employees and independent contractors, the Directors shall:

Act in accordance with the Conflicts of Interest provisions set forth in Article VI below;

Approve compensation arrangements, if any, in advance of paying compensation.

Document in writing the date and terms of approved compensation arrangements, if any.

Record in writing the decision made by each Director who decided or voted on a
compensation arrangement.

Approve compensation arrangements, if any, based on information about compensation
paid by similarly situated taxable or tax-exempt organizations for similar services, current
compensation surveys compiled by independent firms, and/or actual written offers from
similarly situated organizations.

Record in writing both the information on which the Board relied to base its decision and
its source.
ARTICLE VI
Conflicts of Interest
1.
Recusal. A Director may recuse him or herself from voting or from participating in a
meeting at any time if the Director believes that he or she may have a conflict of interest with
respect to a matter before the Board, or that he or she is an “interested person,” and that voting or
participating in deliberations on the matter would not be appropriate in the circumstances. Such
Director shall disclose to the Board the reasons for his or her recusal. For purposes of these
Bylaws, an “interested person” is a Director, a member of a Director’s family, or a business
associate of a Director, who has a material financial interest in a contract or transaction to which the
Corporation is to be a party.
2.
Contracts and Transactions. No contract or transaction between the Corporation and
one or more of its Directors, or between the Corporation and any other corporation, partnership,
association, or other organization in which one or more of the Corporation’s Directors are
directors or officers or have a financial or other interest, shall be void or void-able solely for this
reason, or solely because such Director is present at or participates in the meeting of the Board or
committee that authorized the contract or transaction, or solely because his or her votes are
counted for such purpose, nor shall any Director be under any liability to the Corporation on
account of any such contract or transaction provided:

The material facts as to the Director’s relationship or interest as to the contract or
transaction are disclosed or are known to the Board or the committee, and the Board
or committee authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested Directors; or

The contract or transaction is fair as to the Corporation as of the time it is authorized,
approved or ratified by the Board, a committee of the Board, or otherwise by the
Corporation.
ARTICLE VII
Indemnification
1.
Right to Indemnification. The Corporation shall, to the extent that the status of the
Corporation as an organization exempt under the Code is not affected thereby and to the extent
legally permissible, indemnify its current and former Directors, Officers and committee members
(each an “Indemnitee”) against all expenses and liabilities, including reasonable attorneys’ fees,
disbursements, costs, and expenses incurred by or imposed upon the Indemnitee in connection
with any claim, action, suit, or other proceeding or investigation, whether civil or criminal and
including appeals (“Proceeding”), in which he or she may become involved by reason of his or her
having acted on behalf of the Corporation, in any activity authorized by the Corporation. Such
indemnification shall include payment by the Corporation of reasonable expenses incurred in
defending a Proceeding, upon receipt of an understanding by the Indemnitee to repay such
payment if he or she shall be adjudicated not to have acted in good faith and in the reasonable
belief that his or her action was in the best interests of the Corporation. The Indemnitee shall, as
a condition precedent to the Indemnitee’s right to be indemnified hereunder, give to the
Corporation written notice as soon as practicable of any set of facts for which indemnity could or
will be sought pursuant to this Article VII.
2.
Other Rights and Remedies. The indemnification provided by this Article shall not be
deemed exclusive of any other rights to which any Indemnitee may be entitled while holding
office, and shall continue as to a person who has ceased to be a Director, Officer, employee, or
agent and shall inure to the benefit of his or her heirs, executors and administrators. All rights to
indemnification under this Article VII shall be deemed to be in the nature of a contractual
obligation of the Corporation bargained for by each Indemnitee who serves in such capacity at
any time while these Bylaws and other relevant provisions of law are in effect. No repeal or
modification of these Bylaws shall adversely affect any such rights or obligations then existing
with respect to any facts then or until that time existing, or any Proceeding until that time or
thereafter brought based in whole or in part upon any such facts.
3.
Insurance. The Corporation shall have the power to purchase and maintain insurance on
behalf of any person who is or was an Indemnitee, against any liability or cost incurred by such
Indemnitee in any such capacity or arising out of his/her status as such, whether or not the
Corporation would have power to indemnify him/her against such liability or cost.
ARTICLE VIII
Contracts; Corporate Records
1.
Contracts. The Board of Directors, except as in these Bylaws otherwise provided, may
authorize any Officer or agent to enter into any contract or execute and deliver any instrument in
the name of and on behalf of the Corporation; and unless so authorized by the Board of
Directors, no Officer, agent or employee shall have any power or authority to bind the
Corporation by any contract or engagement, or to pledge its credit, or render it liable peculiarly
for any purpose or to any amount.
Corporate Records. The original or attested copies of the Articles of Organization,
these Bylaws and records of all meetings of the Directors shall be kept in Massachusetts at the
principal office of the Corporation or at another location as the Directors may designate. Such
copies and records need not all be kept in the same office, but they shall be available at all
reasonable times for inspection for any proper purpose relative to the interests or activities of the
Corporation.
2.
ARTICLE IX
Dues
The Board of Directors may prescribe the amount of dues to be paid by Members and such
amounts shall remain until otherwise determined by the Board of Directors.
ARTICLE X
Advisory Committee
The Board of Directors may appoint from their number, or from among such persons as the
Board may see fit, one or more advisory committees, and at any time may appoint additional
members thereto. The members of any such committee shall serve at the pleasure of the Board
of Directors. Such advisory committees shall advise with and aid the Officers of the Corporation
in all matters designated by the Board of Directors. Each such committee may, subject to the
approval of the Board of Directors, prescribe rules and regulations for the call and conduct of
meetings of the committee and other matters relating to its procedure.
The members of any advisory committee shall not receive any stated salary for their services as
such, but the Board of Directors shall have the power in its discretion to contract for and to pay
to any member of an advisory committee, rendering unusual or exceptional services to the
Corporation, special compensation appropriate to the value of such services.
ARTICLE XI
Voting Upon Stock of Other Corporations
With the approval of the Board of Directors, or unless otherwise ordered by the Board of
Directors, the President shall have full power and authority on behalf of the Corporation to vote
in person or by proxy at any meeting of stockholders of any corporation in which this
Corporation may hold stock, and at any such meeting may possess and exercise all of the rights
and powers incident to the ownership of such stock, which, as the owner thereof, this
Corporation might be possessed and exercised if present. The Board of Directors may confer
like powers upon any other person and may revoke any such power as granted at its pleasure.
ARTICLE XII
Fiscal Year
The fiscal year of the Corporation shall commence on July of each year and end on June thirtieth.
ARTICLE XIII
Prohibition Against Sharing in Corporate Earnings; Dissolution
No Member, Director, Officer, or employee of a member of a committee of a person connected
with the Corporation, or any other private individual shall receive at any time any of the net
earnings or pecuniary profit from the operations of the Corporation, provided that this shall not
prevent the payment to any such individual of such reasonable compensation for services
rendered to or for the Corporation in effecting any of its purposes as shall be fixed by the Board
of Directors; and no such individual or individuals shall be entitled to share in the distribution of
any of the corporate assets upon the dissolution of the Corporation.
All Members of the Corporation shall be deemed to have expressly consented and agreed that
upon such dissolution or winding up of affairs of the Corporation, after paying or adequately
providing for its debts and obligations, the assets of the Corporation then remaining shall be
distributed, transferred, conveyed, delivered, and paid over, in such amounts as may be
determined by a court of competent jurisdiction upon application of the Board of Directors, to
organizations which then qualify under the provisions of Section 501(c)(4) of the Internal
Revenue Code and its regulations as they now exist or as they may hereafter be amended.
ARTICLE XII
Investments
The Corporation shall have the right to retain all or any part of any securities or property
acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to
the judgment of the Board of Directors, without being restricted to the class of investments
which a Director is or may hereafter be permitted by law to make or any similar restriction,
provided, however, that no action shall be taken by or on behalf of the Corporation if such action
is a prohibited transaction or would result in the denial of the tax exemption under Section 504 of
the Internal Revenue Code and its regulations as they now exist or as they may hereafter be
amended.
ARTICLE XIII
Amendments
These Bylaws, or any provision hereof, may be amended or restated at any meeting of the
Members of the Corporation by a majority vote of the members present and voting, provided that
the substance or effect of the proposed action has been stated in the notice of such a meeting.