PPAG BYLAWS

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ASSOCIATION BYLAWS.v1a Page 1 April 16, 2000 .

ASSOCIATION BYLAWS

OF

PLAYGROUP PARENTS ADVISORY GROUP

ARTICLE IOFFICES

SECTION 1. NAMEThe legal name of the Association is the "Playgroup Parents Advisory Group("PPAG").

SECTION 2. PRINCIPAL OFFICEThe principal Office of the Association shall be located at 116 PinehurstAvenue, "A" Building, County of New York, New York 10033.The Association may change the location of its principal Office, or designateother Offices within or without the state, as the business of the Association

may r e q u i r e , - - o r _ C ! ~ L t h e B Q a r d _ o L D i r e c t o r smay, from time- to time, determine tobe desirable.

ARTICLE IIASSOCIATION MEETING

SECTION 1. PLACE OF MEETINGAll meetings of the Association Members shall be held at the principal Officeof the Association, or at such other place as may be determined by the Board ofDirectors, as stated in the notice of meeting.

SECTION 2. ANNUAL MEETINGThe annual meeting of the Association shall be held on the first Wednesdayof May of each year, at 8:00 P.M., or such other date as the Board of Directorsin their sole opinion feels is preferable. I f such day shall fall on a holiday, thenthe meeting shall be held on the following business day at the same hour. .


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ASSOCI -1.DOC Page 2 4/16/00 .a. Purpose. The annual meeting shall be held for the purpose of electing theBoard of Directors, and the transaction of any other proper business.b. Notice. The Secretary of the Association, or the Secretary's designee, eitherpersonally or by Hudson View Gardens internal mail, or by mail, shall giveeach Association Member entitled to vote at such meeting written notice stating

the place, date and hour of the meeting. Such notice shall be given not lessthan ten (10) nor more than fifty (50) days before the date of the meeting. I fsuch notice is mailed, it shall be sent pre-paid by first class mail addressed tothe Association Members at his or her address as it appears on the officialrecords of the Association, unless the Association Member has previouslynotified the Secretary, in writing, that notices should be mailed to him or her atanother address, in which case the notice shall be mailed to that address.Notice of any annual meeting may be waived by the submission of a signedwaiver by an Association Member entitled to vote at such meeting either beforeor after the meeting, or by attendance at the meeting.SECTION 3. SPECIAL MEETINGS

Special meetings of the Association Members may be called by the Board ofDirectors, or the President of the Association, and must be called by thePresident-upon the written request of 33% of the Association Members.Written notice of such meetings must be given to each Association Memberof record by the Secretary not less than ten (10) nor more than fifty (50) daysbefore the date set for such special meeting. The notice shall be given in thesame manner as the notice of the annual meeting. Such notice shall state theplace where the meeting will be held, the date and hour of the meeting, thepurpose or purposes for which it is being called, and the name or names of theperson or persons who have called the meeting. No business other than thatspecified in the notice shall be transacted at the meeting. Notice of any specialmeeting may be waived by the submission by an Association Member entitledto vote at such meeting of a signed waiver either before or after the meeting, orby attendance at the meeting.

SECTION 4. QUORUM AND MEMBER ACTIONThe presence of a majority of the Association Members entitled to vote, eitherin person or by proxy, shall constitute a quorum for the transaction of anybusiness at all meetings of the Association, regardless of the presence of thePresident or other Officers. If a quorum is present, the affirmative vote of amajority ofAssociation Members, represented at the meeting and entitled tovote, shall be the act of the Association unless the vote of a greater number is

required by these Bylaws.


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ASSOCIATION BYLAWS.v2b Page 3 4/16/00 .The Association Members present at a duly called or held meeting at which aquorum is initially present may continue to transact business untiladjournment notwithstanding the withdrawal of enough Association Membersto leave less than a quorum. I f less than a quorum of Association Membersentitled to vote is present, those Association Members present may vote toadjourn the meeting to some future time. At such adjourned meeting, anybusiness, which may have been transacted at the meeting, as originally called,may be transacted. The Secretary or the Secretary's designee shall send noticeof the date, place and time of the adjourned meeting to all AssociationMembers entitled to vote who were absent from the original meeting at leastthree (3) days before the date of the adjourned meeting.SECTION 5. RECORD DATE

The Directors may fi x a date as the record date for determining the AssociationMembers entitled to notice of, or to vote at, any meeting of AssociationMembers, or to approve or disapprove any Association action without ameeting. Such date shall not be less than ten (10) or more than fifty (50) daysbefore the date of any such meeting, or more than fifty (50) days prior to anyother action.If no record date is fixed:a. the record date for determination of Association Members entitled to noticeof, or to vote at, a meeting of Association Members shall be at the close ofbusiness on the day next preceding the day on which notice is given or, if nonotice is given, the day on which the meeting is held;b. the record date for determining Association Members for any purpose otherthan that described in (a) above shall be the close of business on the day onwhich the resolution of the Board of Directors to determine AssociationMembers is adopted.SECTION 6. VOTING AND VOTING AGREEMENTS

Every Association Member entitled to vote at a meeting may vote at suchmeeting either in person or by proxy. Each Association Member entitled to voteshall be entitled to one vot-e. Each family of an eligible child or children shall beeligible to be one Association Member regardless of the number of eligiblechildren from that family participating in the Playgroup sessions. To be entitledto vote, or to take any other action as an Association Member, an AssociationMember must be in good standing. To be in good standing, an AssociationMember must be fully current and paid up in all dues and other fees payable toPPAG.


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ASSOCI-l.DOC Page 4 4/16/00 .

SECTION 7. MEMBERS AND ELIGIBLE CHILDRENPersons in families eligible to be Association Members are: 1. Residents ofHudson View Gardens shareholder-tenants or Hudson View Gardens Board

approved sublessees, 2. Who are parents or legal guardians of a child orchildren who reside at Hudson View Gardens for at least one semester(September - December or February - June) including the entire semesterduring which the child seeks to participate in Playgroups and is at least 18months of age at the beginning of the academic year, but will not have her orhis fifth birthday by December 31 st of the year in which the fall semesterbegins. Each family of an eligible child shall be eligible to be one AssociationMember. To be an Association Member, an eligible family must complete amembership form as prepared by PPAG and pay dues and other feesdesignated by PPAG.SECTION 8. PROXIESEvery Association Member may authorize another person or persons to actfor him or her by proxy in all matters in which an Association Member isentitled to participate. Every proxy must be signed by the member or his or herattorney-in-fact. No proxy shall be valid after the expiration of eleven (11)months unless otherwise provided in the proxy.

SECTION 9. CONSENT TO ACTION WITHOUT MEETINGAny action, which may be taken at any annual or special meeting of theAssociation, may be taken without a meeting and vote upon written consent,setting forth the action taken, and signed by the members entitled to vote onsuch action.

SECTION 10. LIST OF ASSOCIATION MEMBERSThe Secretary shall prepare and certify, at least one day before every meetingof the Association, a complete list of the Association Members as of the recorddate for the meeting, arranged in alphabetical order, and indicating the addressof each Association Members. The list shall be brought to each meeting of theAssociation and kept there during the entire meeting or any adjournmentthereof. I t may be inspected by any member present at the meeting, either inperson or by proxy.

SECTION 11. lNSPECTORS OF ELECTIONThe Board of Directors, in advance of any meeting of Association Members,may appoint one or more inspectors of election to act at the meeting or anyadjournment thereof. The inspectors shall determine the number of members,the existence of a quorum, the validity of all proxies, shall receive al l votes, anddo all other acts, which are proper to conduct the election or vote.


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4/16/00SSOCIATION BYLAWS.v2b Page 5ARTICLE IIIDIRECTORS

SECTION 1. NUMBER, QUALIFICATION, TERM AND MANNER OFELECTIONThe authorized number of Directors shall be five. A Director shall not be lessthan eighteen (18) years of age when elected. The Association shall have atleast three (3) Directors.At each annual meeting of the Association, the Directors shall be elected by aplurality vote except as otherwise prescribed by law. The term of each directorshall be from the date he or she is elected and qualified and shall end on thedate his or her successor is elected and qualified at the next annual meeting ofthe Association.

SECTION 2. DUTIES AND POWERS OF THE BOARD OF DIRECTORSAll business of the Association shall be managed by the Board of Directors.The Directors shall in all cases act as a Board, regularly convened. TheDirectors may adopt such rules and regulations for the conduct of theirmeeting and the management of the Association as they may deem proper,provided that they do not act in a manner inconsistent with the laws of NewYork, the Certificate of Association of the Association, or these Bylaws.

SECTION 3. MEETINGSRegular meetings of the Board may be held within or without the State ofNew York at such times and places as the Board of Directors may from time totime determine. The Board shall hold a regular meeting each year for thepurpose- of the election of Officers, if appropriate and the transaction of any

other business immediately after the adjournment of the annual meeting ofAssociation Members.Special meetings of the Board may be called by the President of theAssociation or the chairperson of the Board of Directors at any time, or uponthe written consent of a simple majority of the Directors. Such special meetingsmust be held within 60 days after receipt of such request or such notice by thePresident or Chairperson of the Board.

SECTION 4. NOTICE OF MEETINGSNo notice of a regular meeting of the Board shall be required. If notice of aregular meeting of the Board is not given, such meetings shall take place at thePlayroom in the "G" Building at Hudson View Gardens. Written notice of aspecial meeting of the Board must be delivered to each director, eitherpersonally or by internal Hudson View Gardens mail, or by mail to his or herlast known address not less than 10 days before the date of the meeting. Itshall specify the time and place of the meeting and the business to betransacted. Notice of a special meeting need not be given to any director whosubmits a signed waiver before or after the meeting or who attends the meeting


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ASSOCI-LDOC Page 6 4/16/00without protesting the lack of notice to him or her at any time before themeeting commences.SECTION 5. QUORUM AND BOARD ACTION

A majority of the entire Board shall constitute a quorum for the transactionof business, even in the absense of the President or other Officers. In the eventa quorum is not present, a lesser number may adjourn the meeting to somefuture time.

In the transaction of business, except as otherwise provided under the lawsof New York, the Certificate of Association, or these Bylaws, the affirmative voteof a majority of the Directors present at a meeting shall be considered the act ofthe Board, provided however, that a quorum is present. A meeting at which aquorum is initially present may continue to transact business notwithstandingthe withdrawal of Directors, if any action taken is approved by at least amajority of the Directors required to constitute a quorum.SECTION 6. VOTING

.Each Director shall be entitled to one vote. In the event of a tie vote, thematter that is tied shall be tabled until the next meeting of the Board. If on twosubsequent votes at two subsequent meetings a tie vote is still in effect, thematter shall be referred to a referendum of the Association Members at aspecial meeting to be held within 30 days of the date of the third tie vote.SECTION 7. VACANCIES AND REMOVAL OF DIRECTORS; RESIGNATION

Any vacancy occurring in the Board, for any reason, shall be filled within 30days, or at the next regularly scheduled meeting of the Board, whicheveroccurs first. A majority of the remaining Directors shall elect the person to fillthe vacancy. The director so chosen shall hold Office for the remainder of theterm of his or her predecessor and until his or her successor has been electedand qualified.

Any director may be removed, with or without cause, by the vote of themajority of Association Members present and entitled to vote on removal at anyspecial meeting of Association Members called for that purpose at which aquorum is present.Any director may resign his or her Office at any time. Such resignation shallbe in writing and shall be effective upon it s receipt by the Secretary of the.Association.

SECTION 8. COMMITTEESA majority of the entire Board of Directors may designate, from it s members,an executive or other committee as deemed necessary by the Board. Eachcommittee shall consist of no less than three (3) members, all of whom shall beDirectors of the Association. Each committee shall fix its own rules andprocedures, but in every case a majority of its members shall be necessary toconstitute a quorum. The affirmative vote of a majority of the members presentat a meeting at which a quorum is present shall be necessary to adopt any


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ASSOCIATION BYLAWS.v2b Page 7 4/16/00resolution. All actions undertaken by any committee shall be reported.to theBoard of Directors at the next meeting of the Board, and shall be subject torevision or alteration by the Board. Each committee shall serve at the pleasureof the Board of Directors.

The executive committee shall have the power and authority of the Board ofDirectors in the management of the Association to the extent provided in theresolution establishing the executive committee and to the extent such powerand authority may be delegated under the laws of New York.

SECTION 9. SCHEDULINGThe Board either by its own action or by Committee, shall determine theeligibility of children and families for PPAG, and allocate Playgroup slots amongeligible children in consultation with the Caregiver.

SECTION 10. ANNUAL BUDGETAnnually the Board and Officers shall make a review and recommendationof a designated independent contractor to provide Caregiver services, andprepare a budget for individual families and for the Association. The Board andOfficers shall facilitate the provision of services by the Caregiver, by aiding theCaregiver in reviewing payment performance of individual Playgroupparticipating families, and consulting on the decisions to remove children fromthe Playgroup due to lack of payment to the Caregiver, unruly behavior by thechild, or loss of eligibility. The Board and Officers shall also set the budget forand make arrangements to purchase supplies and equipment.

ARTICLE IVOFFICERSSECTION 1. OFFICERS AND QUALIFICATIONS

The Officers of the Association shall be a President, a Secretary, and aTreasurer. Except for the Offices of President and Secretary, any two or moreOffices may be held by the same person.SECTION 2. ELECTION AND TERM OF OFFICE

All Officers of the Association shall be elected annually at a regular meetingheld by the Board of Directors immediately following the annual meeting of theAssociation Members, or at such other time as designated by the Board. AllOfficers shall hold Office from the date they are elected until the next regularmeeting of the Board at which their successors are elected and have beenqualified, or until they have been removed or have resigned pursuant to theseBylaws.


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ASSOCI-l.DOC Page s 4/16/00SECTION 3. REMOVAL AND RESIGNATION OF OFFICERS

Any Officer may be removed, either with or without cause, by the vote of amajority of the Board of Directors, at any annual or special meeting of theAssociation Members at which a quorum is present.Any Officer may resign at any time upon written notice to the Association

. given to the chairperson of the Board, the President, or the Secretary of theAssociation. Any such resignation shall take effect on the day of receipt of suchnotice or at any other time specified herein.

SECTION 4. DUTIES OF OFFICERSThe duties and powers of the Officers of the Association shall be as follows,or as hereafter determined by resolution of the Board of Directors:a. President. The President shall preside at all meetings of the Board ofDirectors and all meetings of the Association Members; shall present at each

annual meeting of the Association Members and Directors a report on thecondition of the Association's business; shall call regular and special meetingsof the Association Members and Directors as required by these Bylaws or thelaws of New York; shall appoint, discharge, and determine the compensation ofall agents of the Association, subject to the approval of the Board of Directors;shall co-sign with a second Officer and execute all contracts in the name of theAssociation, and al l notes, drafts and other orders for the payment of money;shall cause all books, reports, statements, and certificates to be properly keptand filed as required by law; shall enforce these Bylaws and perform all theduties which are incident to his or her Office and as required by law; and shallsupervise and control the business and affairs of the Association.b. Secretary. The Secretary, or the Secretary's designee shall keep minutes of

meetings of the Directors and the Association Members in appropriate books;shall give and serve all notices of the Association as required by these Bylawsor by the laws of New York; shall present to the Board of Directors at itsmeetings all communications addressed to him or her officially by thePresident, or any Officer or Member of the Association; and shall perform al lduties incident to the Office of Secretary.In addition, the Secretary shall keep the membership role of the Associationat the principal Office of the Association, which books shall show the names,alphabetically arranged, of all the Association Members of the Association,their places of residence, their mailing addresses. All such books shall besubject to the inspection of any Association Members, or any other person

authorized by law to inspect such books. The Secretary shall also be authorizedto co-sign and execute all contracts in the name of the Association, and al lnotes, drafts and other orders for the payment of moneyc. Treasurer. The Treasurer shall have the care and custody of, and beresponsible for, all the funds of the Association, and deposit al l such funds inthe name of the Association in such banks, trust companies, of safe depositvaults as the Board of Directors may designate; shall co-sign and execute allcontracts in the name of the Association, and make and endorse in the name of


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ASSOCIATION BYLAWS.v2b Page 9 4/16/00 .the Association all checks, drafts, warrants, and other orders for the paymentof money, and payout and dispose of same as directed by the President or theBoard of Directors; shall keep accurate books of account of the business andtransactions of the Association and exhibit them to any director of theAssociation upon request during normal business hours of the Association;shall render a full report on the financial condition of the Association at eachregular meeting of the Board of Directors, and at such other times as may berequired by him or her; shall give a full report on the financial condition of theAssociation at the annual meeting of Association Members; and shall performall other duties incident to the Office. With the approval of the Officers, theTreasurer shall have two principle responsibilities:

1. Work with Caregiver to determine semester fees for each participatingchild; and2. Monitor and maintain budget for purchasing insurance, equipment,supplies, snacks, and licensing fees. Based upon an approved budget,the Treasurer shall set and collect dues and other fees as appropriate.

SECTION 5. VACANCIESAll vacancies in any Office shall be filled within 30 days by the Board ofDirectors, either at their regular meeting, or at a special meeting called for thatpurpose.

ARTICLE VTAX YEAR

SECTION 1. DATEThe ta x year of the Association shall end on June 30 of each year, and beginon the next succeeding day, or shall be for such other period of time as theBoard of Directors may from time to time designate with the consent of theDepartment of Taxation and Finance of New York and the Internal RevenueService, if such consent is required.

ARTICLE VIINDEMNIFICATION

The indemnification and advancement of expenses granted pursuant to, orprovided by, the Business Corporation Law shall not be deemed exclusive ofany other rights to which a director or Officer seeking indemnification oradvancement of expenses may be entitled. The Association is authorized toprovide for indemnification and advancement of expenses of Directors andOfficers of the Association by (i) a resolution of Association Members, (ii) aresolution of Directors, or (iii) an agreement providing for such indemnification,pursuant to, and in accordance with, the provisions of Section 721 of theBusiness Corporation Law.

Documents

PPAG BYLAWS