Governance

The Bylaws of Mount Vernon Educational Foundation

ARTICLE I

MEMBERS

The corporation shall be a non-membership organization.

ARTICLE II

BOARD OF DIRECTORS

Section 1.

General Powers. The business and affairs of the corporation shall be managed by its Board of Directors.

Section 2.

Number, Term, and Qualifications. The number of Directors constituting the Board of Directors shall be fixed from time to time by the Board of Directors, but shall be no less than eleven (11) and no more than twenty-one (21); except during the initial year of the corporation, when the board shall consist of no less than three (3) Directors. The initial Directors shall be the persons, named in the Certificate of Incorporation.

In addition to the elected Board of Directors, the Board shall include the following non-voting, ex-officio members:

The Superintendent of the Mount Vernon City School District or his/her designee, and
The President of the City of Mount Vernon Board of Education, or his/her designee.

Section 3.

Election of Directors and Term of Office. The initial directors shall be the persons named in the Certificate of Incorporation. The Directors shall hold office for one-year terms and shall serve until the first annual meeting of the Board of Directors; provided, however, that any Director elected to fill an unexpired term (whether resulting from the death, resignation or removal or created by an increase in the number of Directors) shall hold office until the next election of Directors.

Subsequently, directors shall be elected by the vote of the directors then in office; and those persons who receive the highest number of votes at a meeting at which a quorum is present shall be deemed to have been elected. If any director so demands, the election of directors shall be by ballot. The term of office for each Director shall be three years, with appointments made so that each year one-third of the Directors' terms shall expire. Directors may be elected to any number of consecutive terms.

It is the intent of the initial Board of Directors that the majority of Directors be residents of the City of Mount Vernon and that the makeup of the Board be reflective of the demographic characteristics of the City's population. In addition, the Board shall include, whenever possible, the following types of persons: a student from the district, a teacher representative, a representative of the Mount Vernon Parent Teacher Organization Council, a Senior Citizen, a taxpayer with no children in the district, a representative from a local business organization, a representative from a major community or regional charity, etc.

Section 4.

Removal. Any Director may be removed at any time, with or without cause, by the vote of a majority of the entire Board then in office at any meeting of the Board at which a quorum is present.

Section 5.

Vacancies and Newly. Created Directorships. Any newly created directorships and any vacancies on the Board of Directors arising at any time and from any cause may be filled at any meeting of the Board of Directors by a majority of the Directors then in office, regardless of their number, and the Directors so elected shall serve until the next annual meeting.

Section 6.

Compensation. No Director shall receive compensation for their services as Directors or committee members.

ARTICLE III

MEETINGS OF DIRECTORS

Section 1.

Meetings. Meetings of the Board of Directors may be held at any place within the State of New York as the Board may from time to time fix. The annual meeting of the Board shall be held in November of each year at a time and place fixed by the Board. Special meetings of the Board of Directors may be called at the request of the President or any three (3) directors. Such meetings shall be held at such time and place as shall be fixed by the persons calling the meeting.

Section 2.

Notice of Meetings. Notice of the time and place of each regular or special meeting of the Board shall be sent to each Director by mail or other form of communication (telephone, fax or email) addressed to him or her at his or her residence or usual place of business, or at such other address or location as he or she may have provided to the Corporation. Any notice sent shall be provided at least five (5) days before the day on which the meeting is to be held; provided, however, that the notice of special meetings to discuss matters requiring prompt action be sent no less than forty-eight hours before the time at which such meeting is to be held, within forty-eight hours.

Section 3.

Quorum and Voting. A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. Except as otherwise provided in these bylaws, the act of the majority of the directors’ present at a meeting at which a quorum is present shall be the act of the Board of Directors. If at any meeting of the Board there shall be less than a quorum present, the Directors present may adjourn the meeting until a quorum is obtained.

Section 4.

Action by the Board. Any action required or permitted to be taken by the Board or by any committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee. Any one or more members of the Board.

Section 5.

Action Without a Meeting. Any Action required or permitted to be undertaken by any meeting by the Board or any committee thereof may be taken without a meeting if all of the members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action and the resolution and the written consents are filed with the minutes of proceedings of the Board or the committee.

ARTICLE IV

OFFICERS, EMPLOYEES AND AGENTS

Section 1.

Officers of the Corporation. The officers of the Corporation shall consist of a President, a Vice President, a Secretary, a Treasurer, and other officers as the Board of Directors may from time to time elect. One person may hold more than one office in the Corporation except that no one person may hold the offices of President and Secretary. No instrument required to be signed by more than one officer may be signed by one person in more than one capacity.

Section 2.

Election, Term of Office and Removal. The officers of the Corporation shall be elected for a one-year term at the annual meeting of the Board of Directors immediately following the election of Directors, and each shall continue in office until his or her successor shall have been elected and qualified. A

vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term. No person shall serve the same office for more than three consecutive years. Any officer of the Corporation may be removed, with or without cause, by a vote of a majority of the entire Board.

Section 3.

Other Agents and Employees. The Board of Directors may from time to time appoint such agents and employees as it deems necessary to perform such duties, and shall have such authority, perform such duties and receive such reasonable compensation, if any, as a majority of the Board of Directors may from time to time determine. This shall include the hiring of staff positions, such as Executive Director and office staff, as well as the hiring of consultants needed to early out the instructions of the Board of Directors and the Corporation's officers.

Section 4.

Compensation of Agents and Employees. The compensation of all agents and employees of the Corporation shall be fixed by the Board of Directors. No officer of the Corporation shall receive compensation from this Corporation.

Section 5.

Removal. Any officer, agent or employee of the Corporation may be removed by the Board whenever in its judgement the best interests of the corporation will be served, thereby; but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 6.

Vacancies. In case of any vacancy in any office, a successor to fill the unexpired portion of the term may be elected by the Board of Directors.

Section 7.

President: Powers and Duties. The President shall preside at all meetings of the Board of Directors. The President shall have general supervision over the affairs of the Corporation, and shall keep the Board of Directors fully informed about the activities of the Corporation. He or she shall have the power to sign and execute alone in the name of the Corporation all contracts authorized either generally or specifically by the Board, unless the Board shall specifically require an additional signature. The President shall perform all the duties incident to the office of the President, and shall perform such other duties as from time to time may be assigned by the Board of Directors.

Section 8.

Vice President: Powers and Duties. In the absence of the President or in the event of his/her death, inability, or refusal to act, the Vice President, unless otherwise determined by the Board of Directors, shall perform the duties of the

President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned to him the President or Board of Directors.

Section 9.

Secretary: Powers and Duties. The Secretary shall (a) keep the minutes of the meetings of the Board of Directors and of all Executive Committee meetings in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all whenever required; (d) perform all duties customarily incident to the office of Secretary; and (e) perform such other duties as shall from time to time be assigned to him or her by the President or Board of Directors.

Section 10.

Treasurer: Powers and Duties. The Treasurer shall: (a) have charge and. custody.of, and be responsible for, all funds and securities of the corporation; (b). receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks or depositories as the Board of Directors may designate; (C) perform all duties customarily incident to the office of Treasurer; and (d) perform such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors, or by these bylaws.

ARTICLE V

COMMITTEES

Section 1.

Committees of the Board. The Board of Directors, by resolution adopted by á majority of the entire Board, may designate from among its members an executive committee and other standing committees. Each committee so appointed shall consist of three or more directors, and, to the extent provided in the resolution establishing it, shall have all the authority of the Board except as to the following matters:

The filling of vacancies on the Board or on any committee.
The amendment or repeal of the bylaws or the adoption of new bylaws.
The amendment or repeal of any resolution of the Board which by its terms shall not be so amendable or repealable.

The Board may designate one 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 sere at the pleasure of and be responsible to the Board. It shall keep minutes of its meetings and report the same to the Board.

ARTICLE VI

CONTRACTS, CHECKS, BANK ACCOUNTS AND INVESTMENTS

Section 1.

Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.

Section 2.

Loans. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 3.

Checks and Drafts. All checks, drafts, or other orders for the payment of money, issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such resolution, such instruments shall be signed by “the Treasurer and countersigned by the President or Vice President of the Corporation.

Section 4.

Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such depositories as the Board of Directors may select. The funds of the Corporation may also be invested and/or reinvested from time to time in such property, real estate, personal or otherwise, including stocks, bonds or other securities, as the Board of Directors may deem desirable.

Section 5.

Gifts, The Board of Directors may accept, on behalf of the Corporation, any contribution, gift, bequest or devise for the general purpose or for any special purposes of the Corporation.

ARTICLE VII

OFFICE AND BOOKS

Section 1.

Office. The office of the Corporation shall be located at such place as the Board of Directors may from time to time determine.

Section 2.

Books. There shall be kept at the office of the Corporation correct books of account of the activities and transactions of the Corporation including a minute book, which shall contain a copy of the certificate of incorporation, a copy of these bylaws, and all minutes.

ARTICLE VIII

FISCAL YEAR

The fiscal year of the Corporation shall be from July 1st to June 30.

ARTICLE IX

INDEMNIFICATION

Indemnification. The Corporation may, to the fullest extent, now or hereafter, permitted by and in accordance with the standards and procedures provided for by sections 721 through 726 of the Not-for-Profit Corporation Law and any amendment thereto, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that she; his/her testator or intestate was a director, officer, employee or agent of the Corporation, against judgements, fines, amounts paid in settlement and reasonable expense, including attorneys' fees.

ARTICLE X

AMENDMENTS

Amendments. Except as otherwise provided herein, these bylaws may be amended or repealed by the affirmative vote of (two thirds] of the entire Board at any regular or special meeting of the Board of Directors, provided that at least ten (10) days written notice is given of the intention to alter, amend, or repeal these bylaws.

Amendment to the Bylaws of

Mount Vernon Educational Foundation, Inc

Section 2.

Number, Term and Qualifications. The number of Directors constituting the Board of Directors shall be no less than nine (9) and no more than twenty-one (21).

Adopted: May 9, 2005

Amendment. Bylaws 5.9.05.

Second Amendment to the Bylaws of

Mount Vernon Educational Foundation, Inc.

Article II. Section 2.

Number, Term and Qualifications. The first Amendment to the Bylaws is replaced. The number of Directors constituting the Board of Directors shall be no less than five (5) and no more than fifteen (15).

Article III. Section 1.

Meetings. The annual meeting of the Board shall be held in January of each year at a time and place fixed by the Board upon notice to all Directors.

Article III. Section 2.

Notice of Meetings. Notice of the time and place of each regular or special meeting of the Board shall be sent to each Board of Director by e-mail communication to him or her at such e-mail address he or she may have provided to the Corporation.

Article IV. Section 2.

Elections, Terms of Office. A new Board of Directors having been constituted on the 8th day of February, 2020, the new Directors shall serve a term of one (1) year or until the next annual meeting of the Board, whichever shall occur first.

Adopted: February 8, 2020

Second Amendment. Bylaws 02.08.20