BYLAWS & CONSTITUTION

CONSTITUTION & BY-LAWS

OF THE

WEST AFTER SCHOOL CENTER, INC.

Section 1 - The name of this organization shall be the West After School Center, Inc. This is a 501(c)3, non-profit incorporation.

Section 1 - The mission of the West After School Center is to enhance the educational, social, and cultural opportunities of children and their families in our community.

Section 2 – The vision is to encourage, support, and mentor each identified student in the critical years of development so he/she will enjoy school, succeed, and graduate, and enter the community as a responsible contributor.

Section 3 – The West After School Tutoring Program is the flagship program supported by the West After School Center, Inc.

Section 1 - Composition - The number of board members shall not be limited. In addition, the Board will include the Executive Director and Tutoring Program Director as ex-officio members.

Section 2 - Selection - Names of individuals for consideration as Board members of this organization may be presented, with credentials if possible, for consideration at any meeting. A formal vote of acceptance or rejection may be made at a subsequent meeting.

Section 3 - Term - There shall be no term limits. A vote by a majority of the Board, a member’s resignation, or death, shall end a member's term of service.

Section 4 - Dismissal - A Board member can be dismissed from service with three or more unexplained absences from regular meetings in the course of a year.

Section 1 - General Duties - The Board shall hold any money or property from time to time received by them. The Board shall be responsible only for such money and property as shall be received by them as members hereunder. It shall not be the duty of the Board to collect any sum, but they shall receive and hold as members hereunder such money and property paid over to them from time to time by contributors to the corporation. The Board is responsible for the care and maintenance of the property at 620 Garfield Avenue, Lancaster, Ohio.

Section 2 - Additional Duties and Powers - In addition to the general duties and powers of fiduciaries, the Board shall have the following duties and powers:

c. manage the property rights, titles, and interests, both legal and equitable, of the incorporation.

Section 3 - Legal Counsel - The Board may consult with legal counsel with respect to the meetings or construction of this code of regulations, the Articles of Incorporation of this corporation, their duties and powers thereunder, or with respect to any action, proceeding or question of law. The Board shall be fully protected with respect to any action taken or omitted by them in good faith pursuant to the advice of such counsel.

Section 4 - Standard of Care - The Board shall use ordinary care and reasonable diligence in the exercise of their powers and the performance of their duties as members hereunder. The Board shall not be held accountable for any mistake of judgement or other action taken in good faith, or for any loss, unless resulting from their own negligence or misconduct. All rights, both legal and equitable, cease upon termination of membership with the Board.

Section 5 - Books of Account - The Board shall keep full accounts of all their receipts and disbursements. The books and records of this incorporation shall be open to inspection by the members of the Board at any time.

Section 6 - Compensation – The foundation of the Board of Directors is voluntary in nature. However, members may be reimbursed for expenses they may incur while performing services beyond the scope of volunteerism. Individuals must serve as ex-officio members of the Board if they are contracted employees. Board membership is unaffected by contracted service agreements, subject to approval of the Executive Director and the Board.

Section 7 - Annual Report - After the close of each fiscal year, the Executive Director of the incorporation shall compile and render to the Board an accounting of the transactions, programs, and acts of the incorporation in the form of an Annual Report. The fiscal year of the corporation shall operate from July 1 through June 30.

Section 1 - The purpose of this organization shall be govern and operate the West After School Center and all programs related to it.

Section 2 - This organization shall be non-commercial, nonsectarian, and nonpartisan. No commercial enterprise and no candidate shall be endorsed by it. Neither the name of the corporation nor the names of its officers in their official capacities shall be used in any connection with a commercial concern or with any partisan interest or for any purpose other than the regular work of the organization.

Section 3 - This organization shall not seek to direct the administrative activities of the local school district or to control its policies.

Section 4 - This incorporation may cooperate with other organizations and agencies active in the cause of child welfare and with conference groups or coordinating councils uniting for child welfare.

Section 5 - The bylaws and constitution shall be available at the first meeting of the organization annually and from the Executive Director at other times during the year.

Section 1 - A regular meeting of the organization shall be held at a time determined to be acceptable by the majority of the members unless otherwise provided by the Executive Committee. Notice will be given of a change of date. Special meetings may be called by the Executive Committee at their discretion. The election of officers, if needed, shall be held at the May meeting.

Section 2 - The privilege of holding office, making motions, debating, and voting shall be limited to the members of the Board of Directors of the West After School Center, Inc.

Section 3 - The members in attendance at any regularly scheduled meeting or specially called meeting shall determine and constitute a quorum for transacting the business of the organization.

Section 1 - Officers - The officers of this corporation shall be a President, Past-President, a Vice President, a Secretary, and Co-Treasurers. An Assistant or Co-Secretary may be elected and/or appointed if needed. The officers shall be elected bi-annually, however, if there is but one candidate for any office, the election may be by voice. Officers shall serve and remain in office until their successors are elected.

Section 2 - Nominations for Officers - Nominations for officers shall be made by a nominating committee of three members, selected by the President at least one month prior to the election of officers. The nominating committee shall report at the election meeting the name of one candidate for each office to be filled. Additional nominations may be made from the floor. The consent of each candidate must be obtained before his name is placed in nomination.

Section 3 - Vacancies of Office - A vacancy occurring in the office of President shall be automatically filled by advancing the Vice-President. A vacancy occurring in the office of Secretary or Co-Treasurers shall be filled by a vote of the members of the organization at the next regular meeting with due notice of such election having been given.

Section 1 - President -The President shall preside at all meetings of the Board, sign the records thereof, and perform generally all the duties usually performed by presidents of similar corporations, and such other and further duties as shall be from time to time required of him/her by the Board. (The President shall be bonded).

Section 2 - Vice-President - The Vice President shall perform all the duties of the President in case of absence, death or disability of the President.

Section 3 - Secretary - The Secretary shall maintain an official record of minutes of the proceedings of the Board and important documents of the incorporation, which shall be attested by him/her and generally shall perform such duties as may be required of him/her by the Board.

Section 4 – Co-Treasurers - The Co-Treasurers shall receive and have charge of all monies and property belonging to the incorporation and shall disperse, or otherwise deal with the same as shall be directed by the Board. He/she/they shall keep an accurate account of all money or property received or disbursed and shall perform such duties as may be required of by the Board. Upon leaving office, the Co-Treasurer shall turn over to the successor, or to the Board, all money and property of the incorporation. The Co-Treasurer shall be bonded. The Co-Treasurer’s report will be given to each member of the Board. The Co-Treasurer’s books will be reviewed and/or audited professionally at the end of each fiscal year and before turning them over to a new officer.

Section 5 - Past President – The Past President will provide a historical perspective and generally shall perform such duties as may be required of him/her by the Board.

Section 6 – Meeting Attendance - Officers are expected to attend the meetings of the organization.

Section 1 - Executive Committee - The Executive Committee shall consist of the officers of the organization and the Executive Director and Tutoring Program Director as ex-officio members. The members of the Executive Committee shall serve until their successors are elected.

b. have the authority to make expenditures between monthly meetings of the organization.

c. present a report at the regular meetings of the organization if action has occurred.

d. prepare and submit to the incorporation for approval a budget and a plan for determining adequate revenue streams for the organization.

Section 1 - Types - Such Standing Committees shall be created by the Executive Committee as may be required to promote the objectives and interests of the corporation. The Standing Committees of this corporation shall be, but not limited to:

Section 2 - Appointment of Committees - The President shall appoint Standing Committee members with the advice and consent of the Executive Committee.

Section 3 - Committee Chairperson - The Chairperson of all Standing Committees shall present plans of work to the Board of Directors. No committee work shall be undertaken without the approval of the Board of Directors.

Section 1 - Term of Employment --The Executive Director shall be employed by the Board of Directors. The Board of Directors shall contract with the Executive Director for a period of not more than one year. The Executive Director’s contract may be renewed. The Executive Director shall be bonded.

Section 2 - Powers and Duties --The Executive Director, as chief executive of the organization, shall be responsible to the Board of Directors, and shall:

a) serve as an ex-officio, non-voting member and secretary of the Board of Directors;

b) work closely with the Co-Treasurers of the organization to manage funds, investments, and prepare the budget;

c) prepare, with the advice of the Board of Directors, programs for the organization;

d) be responsible for the employment, supervision, evaluation, and dismissal of all WASC employees in accordance with personnel procedures and contracts established by the Board of Directors;

e) in cooperation with the Co-Treasurers, receive funds and be responsible for their safekeeping, accounting, and audit;

f) prepare an annual report on WASC activities, an annual financial report, and other such reports as prescribed by the Board of Directors;

g) be responsible, in cooperation with the President, for the development and preparation of meeting agendas and distribution of records of meetings;

These Bylaws may be amended at any regular meeting of the corporation by a two-thirds vote of the members present and voting provided notice of the proposed amendment has been given at the previous regular meeting.

The rules contained in Robert's Rules of Order, Revised shall govern this corporation in all cases in which they are applicable.

A non-discrimination policy shall be maintained. This organization shall not discriminate against any person receiving its services as described in the Articles of Incorporation on the basis of race, creed, national or ethnic origin, religion, age, disability, or gender.

No part of the net income, revenue, and grants of the incorporation shall inure to the benefit of any member, officer, or any individual except that reasonable compensation may be paid for services rendered. No member, officer, or individual shall be entitled to share in the distribution of any part of the assets of the Association on its dissolution or liquidation. In the event of such dissolution or liquidation, the assets of the incorporation, after payment of debts and obligations, shall be transferred to one or more organizations either with federal tax exemption for charitable and educational uses, or with objectives similar to those of the West After School Center. The receiving organization(s) shall be designated by the Board of Directors at its final meeting.

The Bylaws of this corporation shall be reviewed at least every five (5) years by a committee of not less than three persons appointed by the President.

Section 1 - Term of Employment --The Executive Director shall be employed by the Board of Directors. The Board of Directors shall contract with the Executive Director for a period of not more than one year. The Executive Director’s contract may be renewed. The Executive Director shall be bonded.

Section 2 - Powers and Duties --The Executive Director, as chief executive of the organization, shall be responsible to the Board of Directors, and shall: