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APPROVED --MAY 16, 2005

APPROVED --SEPTEMBER 15, 2008

ARTICLE   I  --  NAME

THE NAME OF THE ORGANIZATION SHALL BE THE BOARD OF DIRECTORS ("BOARD") OF THE BETTER BEGINNINGS DAY CARE CENTER ("CENTER") OF EAST WINDSOR/HIGHTSTOWN, N.J., INC.

THE PURPOSE OF THE BOARD SHALL BE TO DETERMINE POLICY AND OVERSEE THE ADMINISTRATION OF THE CENTER.    THE BOARD SHALL WRITE, KEEP CURRENT,  AND GUIDELINES IT DEEMS NECESSARY FOR THE EFFICIENT OPERATION OF THE CENTER AND THE FAIR AND EQUITABLE TREATMENT OF ALL EMPLOYEES,  PARENTS,  AND CHILDREN ENROLLED IN THE CENTER.    THE BOARD SHALL OBSERVE AND ENFORCE A POLICY OF NON-DISCRIMINATION IN EVERY ASPECT OF THE OPERATION OF THE CENTER.

ARTICLE III - MEMBERS

SECTION 1.
The board shall be composed of nineteen (19) members.  In order to achieve the maximum constructive participation of the community, a minimum of nine (9) members shall be qualified members of the community at large or representatives of supporting organizations designated by the Board.   A minimum of two (2) members shall be qualified parents of children enrolled in the center.  The Board shall determine the qualifications as it sees fit.

SECTION 2.
THE PARENT MEMBERS OF THE BOARD SHALL BE ELECTED BY THE MEMBERS OF THE PARENTS ORGANIZATION OF THE BETTER BEGINNINGS DAY CARE CENTER IN THE SECOND WEEK OF MAY AND SHALL SERVE FOR ONE YEAR (OR UNTIL THEIR SUCCESSORS HAVE BEEN DULY ELECTED), BEGINNING ON THE FIRST OF NOVEMBER.    NOTICE OF THE MEETING AND THE ELECTION SHALL BE GIVEN TO ALL PARENTS AT LEAST TWO WEEKS IN ADVANCE.    PARENTS MEMBERS OF THE BOARD WHO WITHDRAW THEIR CHILDREN FROM THE CENTER SHALL HAVE THEIR BOARD MEMBERSHIP TERMINATED NO LATER THAN ONE MONTH AFTER SUCH WITHDRAWAL OF THEIR CHILDREN FROM THE CENTER.

SECTION 3.
THE COMMUNITY MEMBERS OF THE BOARD SHALL BE ELECTED BY MAJORITY VOTE OF THE MEMBERS OF EACH CURRENT BOARD, AND SHALL SERVE FOR A TERM OF TWO YEARS, OR UNTIL THEIR SUCCESSORS ARE DULY ELECTED.    THE TERMS OF OFFICE OF THE COMMUNITY MEMBERS SHALL BE STAGGERED SO THAT HALF OF THOSE MEMBERS SHALL BE ELECTED EACH YEAR.    AT THE FIRST APPLICATION OF THIS SECTION THE BOARD SHALL DESIGNATE HALF OF THE SEATS AS ONE YEAR TERMS.    THEREAFTER, ALL TERMS SHALL BE FOR TWO YEARS.     ELECTIONS OF COMMUNITY MEMBERS SHALL BE HELD DURING THE MONTH OF OCTOBER, AND THE TERMS OF OFFICE SHALL BEGIN AT THE FIRST MEETING IN NOVEMBER.

SECTION 4.
Deleted.

SECTION 5.
Members of the Board, or an immediate family member, shall not be eligible for employment by the center, unless specifically approved by a majority vote of the Board in each case.  Members of the Board shall not vote on any personnel matters coming before the Board if the board member, or an immediate family member, is also employed by the center.  The Board may reevaluate the situation whenever it deems it fit and take appropriate action to change the board or staff membership status of the person(s) involved.

SECTION 6.
Each Member of the Board shall have one vote on all matters before the Board.

SECTION 7.
ANY VACANCY WHICH OCCURS ON THE BOARD SHALL BE FILLED BY A MAJORITY VOTE OF THE BOARD AND THE PERSON SELECTED SHALL SERVE UNTIL COMPLETION OF THE TERM OF THE ORIGINAL MEMBER.

SECTION 8.
THE DIRECTOR OF THE CENTER SHALL HAVE AN EX OFFICIO SEAT ON THE BOARD, BUT SHALL HAVE NO VOTE.

SECTION 9.
THE BOARD BY MAJORITY VOTE MAY DECLARE VACANT THE SEAT OF ANY MEMBER WHO FAILS TO ATTEND ANY MEETINGS DURING A THREE MONTH PERIOD,  AND SHALL PROVIDE WRITTEN NOTICE OF DISMISSAL TO THAT BOARD MEMBER.

SECTION 10.
UPON DUE CAUSE, A BOARD MEMBER MAY BE REMOVED FROM THE BOARD BY AN AFFIRMATIVE VOTE OF AT LEAST SIX MEMBERS OF THE BOARD FOLLOWING NOTIFICATION IN WRITING AT LEAST ONE MONTH IN ADVANCE TO SUCH MEMBER AND TO ALL MEMBERS OF THE BOARD.

SECTION 1.
THE OFFICERS OF THE BOARD SHALL BE CHAIRPERSON, VICE CHAIRPERSON, SECRETARY, AND TREASURER.

A)    CHAIRPERSON --  THE CHAIRPERSON SHALL BE THE CHIEF EXECUTIVE OFFICER OF THE BOARD AND SHALL SUPERVISE ALL ACTIVITIES AND AFFAIRS OF THE BOARD.    THE CHAIRPERSON SHALL CALL AND PRESIDE AT ALL MEETINGS OF THE BOARD.

B)    VICE CHAIRPERSON --  THE VICE CHAIRPERSON SHALL ASSIST THE CHAIRPERSON IN HIS/HER DUTIES AND SHALL ASSUME THE DUTIES OF THE CHAIRPERSON IN THE ABSENCE OF THAT CHAIRPERSON.

C)    SECRETARY  --  THE SECRETARY SHALL MAKE AND KEEP PERMANENT RECORDS OF THE MINUTES OF ALL BOARD MEETINGS AND MAKE A MONTHLY REPORT TO THE BOARD.    THE SECRETARY SHALL MAINTAIN MEMBERSHIP RECORDS AND SEND NECESSARY NOTICES OF MEETINGS TO MEMBERS AT LEAST ONE WEEK IN ADVANCE OF ALL REGULAR MEETING DATES.    THESE DUTIES MAY BE PERFORMED BY STAFF SECRETARY.

D)    TREASURER  --  THE TREASURER SHALL BE CHARGED WITH OVERSEEING ALL FINANCIAL RECORDS OF THE CENTER,  AND SHALL SUBMIT REPORTS AS REQUESTED BY THE BOARD.

SECTION 2.
THE OFFICERS OF THE BOARD SHALL BE ELECTED BY THE BOARD AT THE FIRST REGULAR MEETING OF THE BOARD FOR EACH TERM.    A QUORUM OF THE BOARD SHALL VOTE IN THE ELECTION OF OFFICERS.

SECTION 3.
ANY VACANCY WHICH OCCURS IN ANY OFFICE OF THE BOARD SHALL BE FILLED BY A MAJORITY VOTE OF THE BOARD.    AN AFFIRMATIVE VOTE OF A QUORUM OF THE BOARD MEMBERS MAY DECLARE ANY OFFICE VACANT IN THE EVENT OF GROSS FAILURES OF THE OFFICER TO PERFORM THE DUTIES OF THE OFFICE AS STIPULATED BY THESE BY LAWS.

SECTION 1.
IN ORDER TO PROVIDE EFFECTIVE SUPERVISION OF THE CENTER AND TO EXPEDITE THE BUSINESS OF THE BOARD BETWEEN MEETINGS, AN EXECUTIVE COMMITTEE SHALL BE FORMED.

SECTION 2.
THE EXECUTIVE COMMITTEE SHALL CONSIST OF THE CHAIRPERSON, VICE CHAIRPERSON,  AND TREASURER OF THE BOARD.

SECTION 3.
THE EXECUTIVE COMMITTEE SHALL HAVE THE AUTHORITY TO ACT FOR THE BOARD AND TO EXECUTE ALL LEGAL INSTRUMENTS IN BEHALF OF THE BOARD.

THE BOARD SHALL CREATE A NOMINATING COMMITTEE AND ANY OTHER COMMITTEE IT DEEMS NECESSARY.

SECTION 1.
REGULAR MEETINGS OF THE BOARD SHALL BE HELD ON THE THIRD TUESDAY OF EACH MONTH AT 7:30 P.M.  UNLESS BOARD MEMBERS ARE NOTIFIED DIFFERENTLY.

SECTION 2.
SPECIAL MEETINGS OF THE BOARD MAY BE CALLED BY THE CHAIRPERSON,  AND MUST BE CALLED ON REQUEST OF FIVE OR MORE MEMBERS OF THE BOARD.

SECTION 3.
A QUORUM SHALL CONSIST OF 6 MEMBERS OF THE BOARD.    NO BUSINESS OR VOTES SHALL BE TRANSACTED BY THE BOARD WITHOUT A QUORUM.

THE BOARD SHALL HIRE A DIRECTOR WHO SHALL CARRY OUT THE POLICIES OF THE BOARD AS DIRECTED BY THE BOARD.    THE DIRECTOR SHALL SUPERVISE AND DIRECT THE DAY TO DAY OPERATION OF THE CENTER AND SHALL CONFER REGULARLY WITH THE CHAIRPERSON AND THE BOARD ON ALL MATTERS PERTAINING TO THE CENTER.    THE DIRECTOR SHALL HAVE THE AUTHORITY TO HIRE AND TERMINATE PERSONNEL IN ACCORDANCE WITH BOARD POLICY GUIDELINES IN ALL POSITIONS ON THE STAFF OF THE CENTER.    THE BOARD MAY REVIEW AND MAKE FINAL JUDGMENT IN ALL MATTERS RELATING TO PERSONNEL CHANGES.

THESE BY LAWS MAY BE AMENDED,  ALTERED,  OR REPEALED IN WHOLE OR IN PART AT ANY REGULAR MONTHLY MEETING OF THE BOARD,  PROVIDED THAT THE PROPOSED ACTION ON THESE BY LAWS SHALL HAVE BEEN READ AT THE REGULAR MONTHLY MEETING IMMEDIATELY PRIOR THERETO,  AND THAT NOTICE OF SUCH PROPOSED ACTION SHALL HAVE BEEN INCLUDED IN THE NOTICE OF THE MEETING AT WHICH IT SHALL COME TO A VOTE.

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