SECOND AMENDED AND RESTATED BYLAWS OF

SHEPHERD ELEMENTARY SCHOOL STAR ACHIEVERS, INC.

A NON-PROFIT DISTRICT OF COLUMBIA CORPORATION ADOPTED AS OF MAY 24, 2016

 

1. Article I.          NAME

   1. Section 1.01     The name of this Corporation shall be Shepherd Elementary School Star Achievers, Inc. (the "Corporation").

   2. Article II.         PURPOSE

   3. Section 2.01     Organization. As set forth in the Articles of Incorporation, the Corporation is organized exclusively for, and is operated exclusively for, educational purposes within the meaning of Section 29-301.04 of the District of Columbia Business Corporation Act ("DCBCA") (including all amendments and modifications thereto). More particularly, to provide before and after care for students in the District of Columbia.

   4. Section 2.02     Objects and Purposes. The objects and purposes of the Corporation are enumerated as follows:

      1. (a)        To provide academic and enrichment activities to students before and after the hours of operation of public schools.

      2. (b)       To provide a safe, secure, fun, recreational and educational experience for students.

      3. (c)        To promote and advance each student's social, emotional, cognitive and physical development.

      4. (d)       To engage in such other activities in furtherance of the purposes enumerated in this Article II as may be permitted under the DCBCA.

   5. Article III. OFFICES AND REGISTERED AGENT

   6. Section 3.01     Offices.  The principal office of the Corporation shall be located within or without the District of Columbia at such place as the Board shall from time to time designate.  The Corporation may maintain additional offices at such other places within or without the District of Columbia as the Board may designate.

   7. Section 3.02     Registered Agent. The Corporation shall designate a person to serve as the registered agent for the District of Columbia. The registered agent may be changed from time to time by the Board.

   8. Article IV.       MEMBERSHIP

   9. Section 4.01     There shall be no members of the Corporation.

   10. Article V.        BOARD OF DIRECTORS

   11. Section 5.01     Management of Business; Number and Qualifications of Directors. The business of the Corporation shall be managed by the Board of Directors (the "Board"), all of whom shall be at least eighteen (18) years of age. The number of Directors shall not exceed thirteen (13), including four (4) ex-officio directors. There shall be no less than three (3) directors on the Board at any time.

   12. Section 5.02     Appointment.  At any meeting of the Board, the Board may elect any director to hold office until such director’s earlier death, resignation or removal; provided, however, that the foregoing shall not apply to ex-officio directors, , and that the composition of the Board shall be as follows:

       1. One (1) ex-officio non-voting director who shall be the Program Director of the Corporation;

       2. two (2) ex-officio voting directors who shall be the Principal of the Shepherd Elementary School (“Shepherd”) and the President of the Parent Teacher Association (“PTA”); and  

       3. such other directors as  may be appointed by the Board at any time unless at such time the number of directors (including regular and ex-officio members) on the Board equals thirteen (13); provided, however, that each director, except an ex-officio director, shall be either a parent of a person enrolled in one of the Corporation’s programs, a resident of the Shepherd area community, or a person employed at Shepherd.

   13. Section 5.03     Resignation. Any director may resign from office at any time by delivering his or her resignation in writing to the Corporation. Unless otherwise specified by the terms thereof, such resignation shall be effective immediately upon its delivery to the Corporation and the acceptance of such resignation shall not be necessary to make such resignation effective.

   14. Section 5.04     Removal of Directors. Except as otherwise provided by law, any director who is not an officer of the Corporation, may be removed either with or without cause, at any time by the affirmative vote of sixty-seven percent (67%) or more, including the vote of ex-officio directors. Vacancies occurring by reason of the removal of directors for any reason may be filled in accordance with the appointment as described in Section 4.1. A director appointed to fill a vacancy shall be appointed for the unexpired term of his or her predecessor in office, and until his or her successor has been appointed.

   15. Section 5.05     Newly Created Directorships and Vacancies. Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the Board for any reason except the removal of directors without cause may be filled by the Board. If the number of directors then in office is less than a quorum, such newly created directorships and vacancies may be filled by vote of a majority of the directors then in office. Such appointment shall occur within thirty (30) days after the vacancy occurs. A director so chosen shall hold office until the next meeting of shareholders at which the election of directors is in the regular order of business and until his successor has been elected and qualified or until his earlier death, resignation or removal.

   16. Article VI.       MEETINGS OF THE BOARD OF DIRECTORS

   17. Section 6.01     Place. The Board of the Corporation may hold meetings, both regular and special, either within or without the District of Columbia.

   18. Section 6.02     First Meeting. The first meeting of each newly-appointed directors shall be held immediately following the annual meeting of the Board at the same place of such meeting, and no notice of such meeting to the newly-elected directors shall be necessary.

   19. Section 6.03     Regular Meetings. Regular meetings of the Board may be held quarterly without notice at such time and place as the Board from time to time shall determine.

   20. Section 6.04     Special Meetings. Special meetings of the Board may be called by the Chairman, or at the request of any one (1) director by the Secretary. Except as otherwise provided by law, notice of each special meeting shall be either mailed to each director at least five (5) days prior to the meeting addressed to him or her at his or her residence or usual place of business, or delivered personally, or given by telephone, facsimile, or other electronic means at least two (2) days before the day on which such meeting is to be held.

   21. Section 6.05     Quorum and Vote. At each meeting of the Board, the presence of a majority of the directors, which shall include the President or Vice President in the absence of the president and shall not include ex-officio directors, then in office shall be necessary to constitute a quorum. A majority vote of the directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board, except as may be otherwise specifically provided herein, by law or by the Articles of Incorporation. Any meeting of the Board may be adjourned by a majority vote of the directors present at such meeting. If a quorum shall not be present, a majority of the directors present thereat may adjourn such meeting from time to time until a quorum shall be present thereat. Notice of any adjourned meeting need not be given if such time and place are announced at the meeting.

   22. Section 6.06     Action Without Meeting. Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all directors of the Board or the committee having the right to vote consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the directors or committee shall be filed with the minutes of the proceedings of the Board or committee. The directors or members of committees thereof may participate in a meeting of the Board or committee thereof 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, and such participation shall constitute presence in person at such meeting.

   23. Section 6.07     Specific Actions by the Board. The following actions are not permitted without the prior consent of the Board:

       1. (a)        Any merger, consolidation, reorganization, split-up, sale of substantially all the assets thereof, or any other change of control of the Corporation;

       2. (b)       Change to the corporate structure;

       3. (c)        Any determination of compensation and benefit plans of the Corporation;

       4. (d)       Purchase or sale of real property on behalf of the Corporation;

       5. (e)        Creation of annual budget (expenses and investments);

       6. (f)        Approval of maximum amount of annual indebtedness of the Corporation;

       7. (g)       Any contract, commitment or transaction representing more than ten percent of the Corporation's annual budget for the year in which the transaction occurs;

       8. (h)       Any warranties, guarantees, pledges, encumbrances on behalf of the Corporation; and

       9. (i)        The entry into or termination of any joint venture.

   24. Section 6.08     Notice. Except as otherwise stated herein, notice is required for all Board meetings. Notices to directors, unless delivered personally or by telephone shall be in writing. Notices by mail shall be deemed to be given at the time when deposited in a post office or a letter box in a postpaid, sealed wrapper addressed to the directors at their addresses as they appear on the records of the Corporation. Notices by electronic mail shall be deemed to be given at the time when delivered to the director's inbox. A waiver of notice, whether before or after the time stated therein, shall be deemed equivalent to such notice. Any director attending a meeting of the Board without protesting lack of notice thereof prior to such meeting or at its commencement shall be conclusively deemed to have waived notice of such meeting. Any meeting of the Board shall be a legal meeting without any notice thereof having been given if all the directors of the Corporation then in office shall be present thereat or shall have waived notice thereof.

   25. Section 6.09     Compensation. Directors as such shall not receive any stated salary for their services, but, by resolution of the Board, a fixed fee and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board or of any committee of the Board; provided, however, that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

   26. Section 6.10     Committees.

       1. (a)        The Board, by resolution adopted by a majority of the directors, not including ex-officio directors, may designate from its directors an Executive Committee, as described in Article IX and other committees to serve at the direction of the Board. The Board may designate one (1) or more directors as alternate members of any such committee, who may replace any absent member or members at any meeting of such committee. Each committee shall meet upon call of its chairman or of any of its members upon such notice given to its members as is provided in these Bylaws for the giving of notice to directors for special meetings of the Board or upon such other notice, if any, as the committee may determine. A majority of the members of a committee shall be present to constitute a quorum unless otherwise provided by the Board in the resolution creating the committee. The Executive committee, if any, shall have all the authority of the Board when the latter is not in session except as otherwise provided by law or by resolution of the Board. Each other committee shall have such authority as shall be legally delegated to it by the Board. The chairman of each committee shall be appointed by its members unless appointed by the Board.

       2. (b)       Acts and decisions of the committees shall be by majority vote of those present at the time of the vote, if a quorum is present at such time, unless otherwise provided by the Board in the resolution creating the committee.

   27. Section 6.11     External Auditor. The Corporation shall have an external auditor which shall supervise and control the review of the Corporation's financial statements and any material transactions involving the Corporation.

   28. Article VII.      DIRECTORS DUTIES

   29. Section 7.01     Records; Minutes. It shall be the duty and responsibility of the Board to keep a complete record of their minutes and acts and of the proceedings of the Members, and to present a full statement at the annual meeting of the Members, which shows, in detail, the condition of the Corporation. A similar statement shall be presented at any other meeting of the Members when requested by a two-thirds (2/3) majority of the Members of the Corporation eligible to vote. A current copy of the By-Laws of this Corporation shall be maintained and available in the office of the Corporation. Any and all changes made to the Bylaws must be noted therein along with the date of the meeting at which such changes were made.

   30. Section 7.02     Supervision. The Board shall supervise all Officers (as defined below), agents and employees of the Corporation consistent with the provisions of these Bylaws and the laws of the District of Columbia.

   31. Section 7.03     Governing Rules. The Board may make rules and regulations governing the conduct of this Corporation consistent with the provisions of these By-Laws and the laws of the District of Columbia.

   32. Section 7.04     Administrative Duties. The Board shall elect and appoint all necessary committees, agents or employees, including a Certified Public Accountant, and fix the compensation to be paid to him, if any; enter into all contracts and leases, if any; and, generally, exercise all the business functions or the Corporation, including confirmation of the Executive Committee action as provided for below. Directors shall receive no salary, but may receive their expenses incurred in such sum as shall hereafter be fixed by the Board. The Board may from time to time designate such Officers or such other persons to sign all checks or demands for money and notes of the Corporation, provided that at least two (2) signatures will be required and that the Treasurer's signature will be one such signature.

   33. Section 7.05    Absence. Any member of the Board who shall be absent from more than two consecutive meetings of the Board, or who is absent for more than fifty percent (50%) of meetings held in a twelve (12) month period (unless excused by the President) may be removed from the Board.

   34. Article VIII.    OFFICERS

   35. Section 8.01    Number; Election; Term of Office. The officers of the Corporation shall include a President, Vice President, Secretary and Treasurer (the "Officers"), and any other such officers as the Board may determine from time to time. The Chairman of the Board shall be the President of the Corporation. Each Officer shall be appointed by the Board at any meeting of the Board, and each ex-officio director, if present at such meeting of the Board, shall be entitled to vote on such appointment. Each Officer shall hold office until such Officer’s earlier death, resignation or removal. Any duly appointed person may serve as one or more Officers, except the President; provided, however, that one individual may not sign any instrument twice in his or her capacity as different Officers.

   36. Section 8.02     Description of Offices

       1. (a)        The President.   The President shall be the Chief Executive Officer of the Corporation.  She or he shall have overall responsibility for the management and direction of the business and affairs of the Corporation, and shall have such other duties as may be assigned to her or him by the Board.  The President shall preside at all meetings of Directors.  Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the Corporation or a different mode of execution is expressly prescribed by the Board or these Bylaws, she or he may execute for the Corporation any contracts, deeds, mortgages, bonds, or other instruments which the Board has authorized to be executed, and she or he may accomplish such execution either under or without the seal of the Corporation and either individually or with the Secretary or any other officer thereunto authorized by the Board according to the requirements of the form of the instrument.  She or he, together with such officials as may be appointed by resolution of the Board for that purpose, shall have authority to sign checks. 

       2. (b)       Vice Presidents.   Each Vice President shall have such powers and shall perform such duties as may be assigned to her or him by the Board or the President.  In the absence or disability of the President, all of her or his powers shall be vested in and all of her or his duties shall be performed by the Vice Presidents in the order of priority established by the Board or, until the Board shall otherwise direct, by the President.

       3. (c)         The Secretary.   The Secretary shall give or cause to be given all notices required to be given to Directors; she or he shall attend all meetings of the Board and record the proceedings of each such meeting in an appropriate minute book; and she or he shall perform all other duties pertaining to her or his office or properly required of her or him by the Board.

       4. (d)       The Treasurer.   The Treasurer shall have custody of funds and securities of the Corporation, except as otherwise provided by the Board; she or he shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board; she or he shall disburse the funds of the Corporation as may be ordered by the Board; she or he shall cause full and accurate accounts of receipts and disbursements to be kept; she or he shall render to the President and the Directors, whenever they may require it, an account of all her or his transactions as Treasurer and of the financial condition of the Corporation.  The Board may require that the Treasurer execute a fidelity bond satisfactory to it as to amount, form and surety or sureties..

   37. Section 8.03     Resignation and Removal.

       1. (a)        Any Officer may resign from office at any time by delivering his resignation in writing to the Corporation. Unless otherwise specified by the terms thereof, such resignation shall be effective immediately upon its delivery to the Corporation and the acceptance of such resignation shall not be necessary to make such resignation effective. Any Officer elected or appointed by the Board or by its delegate may be removed by the Board with cause by sixty-seven percent (67%) or more votes including ex-officio directors.

       2. (b)       For purpose of these Bylaws, "Cause" means the occurrence of any of the following events:

          1. (i)      the commission by an Officer of any felony or any act or omission
involving fraud, dishonesty, theft, or moral turpitude;

          2. (ii)       (A) any material misrepresentation at any time by any Officer to the
Company or the Board or (B) any misconduct, intentional act or omission by any Officer (including, without limitation, violations of applicable laws or regulations, acts of disloyalty to the Company or any of its affiliates, or professional misconduct) that results in, or would reasonably be expected to result in, material harm to the Company's or any of its affiliates' business or reputation;

          3. (iii)      the failure by any Officer to perform his material duties or comply with
the material lawful instructions of the Board, in each case which failure shall continue beyond a period of fifteen (15) days immediately after written notice thereof by the Board to the Officer;

          4. (iv)      the material breach, non-performance or non-observance of any of the
terms of these Bylaws, or any other agreement to which the Officer and the Company or any of its affiliates are parties, by any Officer, if such material breach, non-performance or non-observance shall continue beyond a period of five (5) days immediately after written notice thereof by the Board to the Officer; or

          5. (v)       Officer's reporting to work under the influence of alcohol or illegal drugs,or other alcohol or drug abuse that adversely affects the performance of his duties or responsibilities.

   38. Section 8.04     Duties. The Officers of the Corporation shall have such powers and duties in the management of the Corporation as shall be stated in these Bylaws or in a resolution of the Board which is not inconsistent with these Bylaws and, to the extent not so stated, as generally pertain to their respective offices, subject to the control of the Board. The Secretary shall have the duty to record the proceedings of the meetings of the Board and any committees in a book to be kept for that purpose. The salaries of all Officers and agents of the Corporation shall be fixed by the Board.

   39. Article IX.       EXECUTIVE COMMITTEE

   40. Section 9.01     There shall be a Committee of the Board composed of the President, Vice-President, and three Directors elected by the Board (the "Executive Committee"). The Executive Committee may authorize the initiation of any action or activity by the Corporation or conduct its business where, in its judgment, an urgent situation exists which requires prompt action on the part of the Corporation; provided that such action, activity or conduct is not contrary to policy adopted by the Board.

   41. Article X.        INDEBTEDNESS AND FINANCIAL MATTERS

   42. Section 10.01   The Officers shall have no power to borrow money on behalf of the Corporation unless the same shall be approved and authorized by the Board.

   43. Section 10.02   Checks, Drafts, Etc.  All checks, drafts and orders for the payment of money, notes, and other evidences of indebtedness, issued in the name of the Corporation, shall, unless otherwise provided by resolution of the Board, including any banking resolution, be signed by the President or such officer or officers as may be authorized by the Board (unless such power is restricted by board resolution or by law) or by any other person or persons designated from time to time by resolution of the Board.  The Secretary, when necessary, shall attest to the execution thereof.

   44. Section 10.03   Fiscal Year.  The fiscal year of the Corporation shall begin on the first day of August and end on the last day of July each year, unless otherwise provided by the Board.

   45. Section 10.04   Maintenance of Tax Exempt Status.   The  Corporation shall not possess or exercise any power or authority that will or might prevent it at any time from qualifying and continuing to qualify as an organization described in section 501(c)(3) of the Internal Revenue Code of 1954.  Upon dissolution of the Corporation, the Board, after paying or making provision for the payment of all liabilities of the corporation, shall dispose of the assets of the corporation exclusively for charitable and educational purposes in accordance with the laws of the District of Columbia.

   46. Section 10.05   Books and Records.  The Corporation shall keep correct and complete books and records of its accounts and transactions and minutes of the proceedings of its Board and of any executive or other committee when exercising any of the powers of the Board.  The books and records of the Corporation may be in written form or in any other form that can be converted within a reasonable time into written form for visual inspection.  Minutes shall be recorded in written form but may be maintained in the form of a reproduction.  The original or a certified copy of the Articles of Incorporation, Bylaws, committee charters and designated body charters, if any, shall be kept at the principal office of the Corporation.  All books and records of the Corporation may be inspected for any proper purpose at any reasonable time.

   47. Article XI.       SEAL

   48. Section 11.01   This Corporation shall have a common seal, bearing the words: "Shepherd Elementary Star Achievers, Inc." Said seal may be used by causing it, or a facsimile thereof, to be impressed or affixed or in any manner reproduced.

   49. Article XII.      AMENDMENTS

   50. Section 12.01   Right to Amend. The Board shall have the power to make, adopt, alter, amend, and repeal, from time to time, Bylaws of the Corporation; provided, however, that the directors entitled to vote with respect thereto as in this Article XII, except that the Board shall have no power to change the quorum for meetings of the Board, or to change any provisions of the Bylaws with respect to the removal of Directors.

   51. Section 12.02   Vote. These Bylaws may be amended or repealed or new Bylaws may be adopted at any regular or special meeting of the Members, but they shall be amended by a two-thirds (2/3) vote of the Board, including ex-officio directors, present at such meeting.

   52. Section 12.03   Record of Amendments. Whenever any amendments or new Bylaws are adopted they must be inserted into the book of the original Bylaws. If any Bylaw is repealed or amended, the fact of repeal or amendment with the date of the meeting at which the repeal or amendment was enacted must be stated in such book.

   53. Article XIII.    INDEMNIFICATION

   54. Section 13.01   Indemnification. 

       1. (a)        Any present or former Director or officer of the Corporation, or other such persons so designated in the discretion of the Board, or the legal representative of such person, shall be indemnified by the Corporation against all reasonable costs, expenses, and counsel fees paid or incurred in connection with any action, suit, or proceeding to which any such person or their legal representative may be made a party by reason of their being or having been such a Director or officer, or serving or having served the Corporation, except in relation to matters as to which they shall be found guilty of negligence or misconduct in respect of the matters in which indemnity is sought and in relation to matters settled or otherwise terminated without a final determination on the merits where such settlement or termination is predicated on the existence of such negligence or misconduct. 

       2. (b)       To the fullest extent permitted by the laws of the District of Columbia as those laws presently exist or hereafter may be amended, the Corporation shall (a) indemnify any person (including the estate of any person) who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement (except judgments, fines and amounts paid in settlement in connection with an action or suit by or in the right of the Corporation) actually and reasonably incurred by such person in connection with such action, suit or proceeding, and (b) pay expenses incurred by any Director, officer, employee or agent in defending a civil or criminal action, suit or proceeding in advance of the final disposition of such action, suit or proceeding.

       3. (c)        The indemnification provided herein shall not be deemed to be exclusive of any other rights to which persons seeking indemnification may be entitled under any agreement or vote of disinterested Directors, including rights under any insurance policy that may be purchased by the Corporation to the extent permitted by the laws of the District of Columbia as they presently exist or hereafter may be amended.

   55. Section 13.02   Liability to the Corporation.  No Director shall be personally liable to the Corporation for monetary damages for any action taken, or any failure to take any action, as a Director, except for (a) the amount of a financial benefit received by the Director to which the Director of officer is not entitled, (b) an intentional infliction of harm, or (c) an intentional violation of criminal law.

   56. Section 13.03   Insurance.  The Corporation may purchase and maintain, to the full extent permitted by the laws of the District of Columbia as they presently exist or hereafter may be amended, insurance on behalf of any officer, Director, employee, trustee or agent of the Corporation, and any person who is or was serving at the request of the Corporation as an officer, Director, employee, partner (general or limited), trustee or agent of another enterprise against any liability asserted against him or her or incurred by him or her in any such capacity or status.