BY LAWS
FOURTH AMENDED AND RESTATED BYLAWS OF
SHEPHERD ELEMENTARY SCHOOL STAR ACHIEVERS, INC.
A NON-PROFIT DISTRICT OF COLUMBIA CORPORATION ADOPTED AS OF AUGUST 6, 2025
Article I. NAME
1.01 Name. The name of this Corporation shall be Shepherd Elementary School Star Achievers, Inc. (the "Corporation").
Article II. PURPOSE
2.01 Organization. As set forth in the Articles of Incorporation, the Corporation is organized and operated exclusively for charitable purposes within the meaning of Section 29-401.02 of the District of Columbia Nonprofit Corporation Act ("DCNCA") (including all amendments and modifications thereto). The Corporation is organized for educational purposes, specifically to provide before and after care for students in the District of Columbia.
2.02 Objects and Purposes. The objects and purposes of the Corporation are to:
(a) Provide academic and enrichment activities to students before and after the hours of operation of public schools.
(b) Provide a safe, secure, fun, recreational, and educational experience for students.
(c) Promote and advance each student's social, emotional, cognitive, and physical development.
(d) Engage in such other activities in furtherance of the purposes enumerated in this Article II as may be permitted under the DCNCA.
Article III. OFFICES AND REGISTERED AGENT
3.01 Offices. The principal office of the Corporation shall be located at such place as the Board shall from time to time designate. The Corporation may maintain additional offices at such other places as the Board may designate. The principal office and additional offices may be within or outside of the District of Columbia.
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.
Article IV. MEMBERSHIP
4.01 No Members. There are no members of the Corporation.
Article V. BOARD OF DIRECTORS
5.01 Management of Business; Qualifications of Directors. The business of the Corporation is managed by the Board of Directors (the "Board"), all of whom must be at least eighteen (18) years of age. Each director, except an ex-officio director, must be either a parent or guardian of a person enrolled in one of the Corporation’s programs, a resident of the Shepherd Elementary School (“Shepherd”) area community, or a person employed at Shepherd.
5.02 Number of Directors. The number of Directors shall not exceed thirteen (13), including up to three (3) ex-officio directors. There shall be no fewer than three (3) directors on the Board at any time.
5.02 Appointment and Terms of Directors. At any meeting of the Board, the Board may elect any director to hold office until the earlier of such director’s death, resignation, or removal. This appointment process does not apply to ex-officio directors.
5.03 Ex-Officio Directors. The Board includes the Program Director of the Corporation as a director. The Board also may include two (2) ex-officio directors who are part of the administration team at Shepherd (such as the Principal or Assistant Principal) or who hold a leadership role on the Shepherd Parent Teacher Organization (“PTO”) (such as the President of the PTO). Ex-officio directors do not have voting authority except as provided in these Bylaws.
5.04 Resignation of Directors. Any director may resign from office at any time by delivering their resignation in writing to the President or other officer of the Corporation. The resignation will be effective immediately upon its delivery to the President or other officer of the Corporation, unless otherwise specified by the resigning director. Acceptance of such resignation is not necessary to make the resignation effective.
5.05 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 due to the removal of directors for any reason may be filled by the process described in Section 5.02.
Article VI. MEETINGS OF THE BOARD OF DIRECTORS
6.01 Place. The Board of the Corporation may hold meetings, both regular and special, either within or outside of the District of Columbia. The Board may hold meetings virtually using any means of communication by which all directors participating may simultaneously hear each other during the meeting.
6.02 Regular Meetings. Regular meetings of the Board may be held monthly without notice at such time and place as the Board from time to time determines.
6.03 Special Meetings. Special meetings of the Board may be called by the President, or at the request of any one (1) director by the Secretary. Notice of special meetings shall be given in a manner reasonably designed to reach Directors on a timely basis. Notice may be in writing or oral. Special meetings may be scheduled with shorter than two (2) days’ notice.
6.04 Quorum and Vote. At each meeting of the Board, a quorum exists if a majority of the directors in office (excluding ex-officio directors) and either the President or Vice President are present. If a quorum is present, a majority vote of the directors present at the time of the vote is the act of the Board, except as may be otherwise specifically provided in these Bylaws, by law, or by the Articles of Incorporation.
6.05 Action Without Meeting. Any action the Board, or a committee thereof, is required or permitted to take 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 by the directors or committee shall be filed with the minutes of the proceedings of the Board or committee.
6.06 Specific Actions Requiring Board Consent. The following actions are not permitted without the prior consent of the Board:
(a) Any merger, consolidation, reorganization, split-up, sale of substantially all the assets thereof, or any other change of control of the Corporation;
(b) Change to the corporate structure;
(c) Any determination of compensation and benefit plans of the Corporation;
(d) Purchase or sale of real property on behalf of the Corporation;
(e) Creation of annual budget (expenses and investments);
(f) Approval of maximum amount of annual indebtedness of the Corporation;
(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;
(h) Any use of the Corporation’s reserve funds;
(i) Any warranties, guarantees, pledges, encumbrances on behalf of the Corporation; and
(j) The entry into or termination of any joint venture.
6.07 Compensation. Directors shall not receive any stated salary for their services, except that a resolution of the Board may allow payment of a fixed fee and expenses of attendance, if any, for each regular or special meeting of the Board or of any committee of the Board. This Section does not preclude any director from serving the Corporation in any other capacity and receiving compensation for those other services.
Article VII. DIRECTORS’ DUTIES
7.01 Records; Minutes. It is the duty and responsibility of the Board to keep a complete record of its minutes and acts. A current copy of the Bylaws of this Corporation must be maintained and available in the office of the Corporation.
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.
7.03 Governing Rules. The Board may make rules and regulations governing the conduct of this Corporation consistent with the provisions of these Bylaws and the laws of the District of Columbia.
7.04 Administrative Duties. The Board shall elect and appoint all necessary committees, Officers, agents, or Program Directors, and fix the compensation to be paid to them, if any. The Program Director, with the advice and approval of the Board, shall appoint other employees or agents, including a Certified Public Accountant, and fix the compensation to be paid to them, if any; enter into all contracts and leases, if any; and, generally, exercise all the business functions of the Corporation. The Board may from time to time designate such Officers or such other persons, including the Program Director, to sign all checks or demands for money and notes of the Corporation.
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.
Article VIII. OFFICERS
8.01 Officers. The officers of the Corporation shall include a President, Vice President, Secretary, and Treasurer, and any other such officers as the Board may determine from time to time (collectively, the “Officers”). The Chairman of the Board shall be the President of the Corporation. Any two or more offices may be held by the same person, except the office of President. One (1) individual may not sign any instrument twice in the capacity of different Officers.
8.02 Election and Term of Office. Each Officer may be appointed by the Board at any meeting of the Board. Each ex-officio director, if present at such meeting of the Board, is entitled to vote on an Officer’s appointment. Each Officer shall hold office until the earlier of such Officer’s death, resignation, or removal.
8.03 President. The President is the Program Director’s primary point of contact related to the management and direction of the business and affairs of the Corporation. The President also has such other duties as may be assigned by the Board. The President shall preside at all meetings of Directors (except when the Vice President presides in the absence of the President). The President may execute for the Corporation any contracts, deeds, mortgages, bonds, or other instruments that the Board has authorized to be executed, unless the Board or these Bylaws expressly prescribes a different method of execution. The President may accomplish such execution either under or without the seal of the Corporation and either individually or with the Secretary or any other officer authorized by the Board according to the requirements of the form of the instrument. The President, together with such officials as may be appointed by resolution of the Board for that purpose, shall have authority to sign checks. Nothing in these Bylaws prevents the Board from electing two individuals as Co-Presidents to share the responsibilities of the President role in a manner that the Board and the Co-Presidents determine is reasonable.
8.04 Vice President. The Vice President shall have such powers and perform such duties as may be assigned by the Board or the President. In the absence or disability of the President, all of the President’s powers and duties rest with the Vice President (or, if more than one Vice President, in the order of priority established by the Board or, until the Board otherwise directs, by the President).
8.05 Secretary. The Secretary shall: (i) give or cause to be given all notices required to be given to Directors; (ii) attend all meetings of the Board and record the proceedings of each meeting in an appropriate form of minutes; and (iii) perform all other duties pertaining to the office or properly required by the Board.
8.06 Treasurer. The Treasurer, in collaboration with the Program Director and/or bookkeeper, shall provide to the President and the Directors, whenever they may require it, an account of all transactions and of the financial condition of the Corporation. The Treasurer also assists the Program Director with the Corporation’s budget and has such other duties as may be assigned by the President or the Board.
8.07 Resignation of Officers. Any Officer may resign from office at any time by delivering their resignation in writing to the President or other officer of the Corporation. The resignation will be effective immediately upon its delivery to the President or other officer of the Corporation, unless otherwise specified by the resigning officer. Acceptance of such resignation is not necessary to make the resignation effective.
8.08 Removal of Officers. Any Officer elected or appointed by the Board or by its delegate may be removed by the Board by the vote of a majority of members of the Board, including ex-officio directors, whenever in the Board’s judgment the best interests of the Corporation would be served by such removal.
8.09 Duties. The Officers of the Corporation shall have such powers and duties in the management of the Corporation as stated in these Bylaws or in a resolution of the Board that 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.
Article IX. COMMITTEES
9.01 Committees. The Board, by resolution adopted by a majority of the directors (excluding ex-officio directors) may designate from its directors an Executive Committee 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(s) at any meeting of such committee. One member of each committee shall be appointed chairperson by its members unless appointed by the Board.
9.02 Executive Committee. There shall be an Executive Committee of the Board composed of the President, Vice-President, Secretary, and Treasurer. 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 that 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.
9.03 Meetings. Each committee shall meet upon call of its chairperson or of any of its members upon such notice given to its members as provided in these Bylaws for notices for special meetings of the Board or upon such other notice, if any, as the committee may determine.
9.04 Quorum and Voting. 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. If a quorum is present, acts and decisions of the committees shall be by majority vote of those present at the time of the vote, unless otherwise provided by the Board in the resolution creating the committee.
9.05 Authority. The Executive Committee has 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 has such authority as legally delegated to it by the Board.
Article X. INDEBTEDNESS AND FINANCIAL MATTERS
10.01 Borrowing. The Officers have no power to borrow money on behalf of the Corporation unless the Board approves and authorizes such borrowing.
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, such as the Program Director, designated from time to time by the Board.
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.
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.
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.
10.06 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.
Article XI. SEAL
11.01 Seal. This Corporation shall have a common seal, bearing the words: "Shepherd Elementary Star Achievers, Inc." The seal may be used by causing it, or a facsimile thereof, to be impressed or affixed or in any manner reproduced.
Article XII. AMENDMENTS
12.01 Right to Amend. The Board has the power to make, adopt, alter, amend, and repeal, from time to time, Bylaws of the Corporation, 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.
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. Any changes to the Bylaws must be affirmed by a two-thirds (2/3) vote of the Board, including ex-officio directors, present at such meeting.
Article XIII. INDEMNIFICATION
13.01 Indemnification.
(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.
(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.
(c) The indemnification provided for by these Bylaws 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.
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 is not entitled, (b) an intentional infliction of harm, (c) an unlawful distribution under District of Columbia law, or (d) an intentional violation of criminal law.
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 that person or incurred by him or her in any such capacity or status.