Documents › Board of Education, 2026-10-01

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Also attached to this agenda item: 2026-2027 Facility Use Fee Waiver CHAMP Board of Education Fee Waiver Request (45 KB)

The Croton Harmon Arts, Music, Performance (CHAMP) Boosters, Inc. AMENDED AND RESTATED BYLAWS ARTICLE I - NAME 1.01 Name The name of this corporation shall be The Croton Harmon Arts, Music, Performance (CHAMP) Boosters, Inc. (the “Corporation”). ARTICLE II - PURPOSES AND POWERS 2.01 Purpose The purposes and powers of the corporation shall be those set forth in its certificate of incorporation, as amended, restated or otherwise modified from time to time (the “Certificate of Incorporation”), and in any event, this corporation is organized exclusively for charitable and educational purposes under Section 501(c)(3) of the Internal Revenue Code. 2.02 Powers The powers of the corporation shall be those set forth in the Certificate of Incorporation and in these bylaws (the “Bylaws”). 2.03 Nonprofit Status and Exempt Activities Limitation (a) Nonprofit Legal Status. The Croton Harmon Arts, Music, Performance (CHAMP) Boosters, Inc. is a New York non-profit, recognized as tax exempt under Section 501(c)(3) of the United States Internal Revenue Code. Exempt Activities Limitation. Notwithstanding any other provision of these Bylaws, no director, officer, employee, member, or representative of the Corporation shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on (i) by an organization exempt under Section 501(c)(3) of the Internal Revenue Code as it now exists or may be amended, or (ii) by any organization contributions that are deductible under Section 170(c)(2) of the Internal Revenue Code and its Regulations, as they now exist or may be amended. No part of the net earnings of the Corporation shall inure to the benefit or be distributable to any director, officer, member, or other private person, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments in furtherance of the purposes set forth in the Certificate of Incorporation and these Bylaws. (b) Distribution Upon Dissolution. Upon termination or dissolution of the Corporation, any assets lawfully available for distribution shall be distributed to one or more qualifying organizations described in Section 501(c)(3) of the Internal Revenue Code (or described in any corresponding provision of any successor statute) which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving Corporation. ARTICLE III - MEMBERSHIP 3.01 No Membership Classes The Corporation shall have no members who have any right, title or interest in or to the Corporation, its properties and franchises. 3.02 Non-Voting Affiliates The Corporation’s board of directors (the “Board”) may approve classes of non-voting affiliates with rights, privileges, and obligations established by the Board. Affiliates may be individuals, businesses, and other organizations that seek to support the mission of the Corporation. The Board, a designated committee of the Board, or any duly elected officer in accordance with Board policy, shall have authority to admit any individual or organization as an affiliate, to recognize representatives of affiliates, and to make determinations as to affiliates’ rights, privileges, and obligations. At no time shall affiliate information be shared with or sold to other organizations or groups without the affiliate’s consent. At the discretion of the Board, affiliates may be given endorsement, recognition and media coverage at fundraising activities, clinics, other events or at the Corporation website. Affiliates have no voting rights, and are not members of the Corporation. 3.03 Dues Any dues for affiliates shall be determined by the Board. ARTICLE IV - BOARD OF DIRECTORS 4.01 Number of Directors The Board shall consist of at least 3 and no more than 7 directors. Within these limits, the Board may increase or decrease the number of directors serving on the Board, including for the purpose of staggering the terms of directors, provided that no decrease shall shorten the term of any incumbent director. The term “Entire Board” shall mean the number of directors that were elected as of the most recently held election of directors, as well as any directors whose terms have not yet expired. 4.02 Powers All corporate powers, including the management of the business, property, affairs and activities of the Corporation, shall be exercised by or under the authority of the Board. The affairs of the Corporation shall be managed under the direction of the Board, except as otherwise provided by law, and in accordance with the purposes and limitations set forth in the Certificate of Incorporation and these Bylaws. 4.03 Terms The initial Board shall be the persons named in the Certificate of Incorporation, with an initial term of two years. After the initial two year term has been satisfied: (a) All directors shall be elected to serve a two-year term and until a successor has been elected. (b) Director terms shall be staggered so that approximately half the number of directors will end their terms in any given year. If the number of directors is changed by the Board in accordance with these Bylaws, any increase or decrease shall be apportioned among the classes of directors in order to maintain the number of directors in each class as nearly equally as possible. (c) Directors may serve terms in succession. (d) The term of office shall be considered to begin January 1 and end December 31 of the second year in office or at such later time as a successor has been elected. 4.04 Qualifications and Election of Directors In order to be eligible to serve as a director on the Board, an individual must be 18 years of age and a citizen or permanent resident of the United States, but shall not be required to be a resident of the State of New York. The election of directors to replace those who have fulfilled their term of office shall take place at the annual meeting in January of each year. At each annual meeting, persons shall be nominated and elected by a majority of the Board to replace those whose terms are expiring, each director thereafter to serve a term of two years and until his or her successor is elected. 4.05 Vacancies The Board may fill vacancies due to a director’s resignation, death, or removal from the Board or may appoint new directors to fill a previously unfilled Board position, subject to the maximum number of directors under these Bylaws, by an affirmative vote of a majority of the directors then in office. Each director so elected shall serve until the next annual meeting at which the election of directors is in the regular order of business and until the director’s successor is elected. 4.06 Resignation Any director may resign at any time by delivering notice to the Board president or the secretary in writing or by e-mail or facsimile. The resignation shall take effect when such notice is so delivered, unless the notice specifies a later effective date, and the acceptance of such resignation shall not be necessary to make it effective. 4.07 Removal of Directors A director may be removed by two-thirds vote of the Board then in office, at a regular meeting or special meeting called for that purpose, provided that there is a quorum of not less than a majority of the Entire Board present at such meeting and notice has been provided to the directors as required by these Bylaws, if: (a) The director is absent and unexcused from two or more meetings of the Board in a twelve month period. The Board president is empowered to excuse directors from attendance for a reason deemed adequate by the Board president. The president shall not have the power to excuse him/herself from the Board meeting attendance and in that case, the board vice president shall excuse the president. (b) For cause or no cause, if before any meeting of the Board at which a vote on removal will be made the director in question is given electronic or written notification of the Board’s intention to discuss her/his case and is given the opportunity to be heard at a meeting of the Board. 4.07 Board of Directors Meetings (a) Regular Meetings. The Board shall have a minimum of one (1) regular meeting each calendar year at times and places fixed by the Board. Regular Board meetings shall be held upon at least seven (7) days’ notice by first-class mail, electronic mail, or facsimile transmission or forty-eight (48) hours’ notice delivered personally or by telephone. If sent by mail, facsimile transmission, or electronic mail, the notice shall be deemed to be delivered upon its deposit in the mail or transmission system. Notice of meetings shall specify the place, day, and hour of meeting and for each annual meeting shall include a written agenda. (b) Special Meetings. The president, vice president, secretary, treasurer, or any two (2) other directors may call special meetings of the Board. A special meeting must be preceded by at least 2 days’ notice to each director of the date, time, and place, and shall include a written agenda. (c) Waiver of Notice. Any director may waive notice of any meeting, in accordance with New York law, including in writing or via email or facsimile to the secretary before or after the meeting. Notice of any meeting also need not be given to any director who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him or her. 4.08 Manner of Acting (a) Quorum. A majority of the Entire Board shall constitute a quorum for the transaction of business at that meeting of the Board, unless a greater proportion is required by law or by the Certificate of Incorporation or these Bylaws. No business shall be considered by the Board at any meeting at which a quorum is not present. If a quorum is not present at any meeting of the Board, a majority of those directors present may adjourn the meeting until such a quorum is present. Directors who are present at a meeting but not present at the time of a vote due to a conflict of interest or related party transaction shall be determined to be present at the time of the vote for purposes of this paragraph. (b) Majority Vote. Except as otherwise required by law or by the Certificate of Incorporation, 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; provided, however, that authorization of the following shall require the affirmative vote of at least two-thirds of the Entire Board: (i) a sale, lease, exchange, or other disposition of all or substantially all of the assets of the Corporation; (ii) a purchase of real property if such property would, upon purchase, constitute all, or substantially all, of the assets of the Corporation; (iii) a plan of merger, consolidation or dissolutions; and (iv) revocation of a plan of voluntary dissolution. (c) Hung Board Decisions. On the occasion that directors of the Board are unable to decide based on irreconcilable tied voting, the Board president, and if she is absent, the Board treasurer in the order of presence shall have the power to swing the vote based on his/her discretion. (d) Participation. Except as otherwise required by law, the Certificate of Incorporation or these Bylaws, directors may participate in a regular or special meeting of the Board through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting, including in person, internet video meeting or by telephonic conference call. Participation by such means shall constitute presence in person at a meeting for all purposes, including quorum and voting. (e) Action Without a Meeting. Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board consent to the adoption of a resolution authorizing the action. Such consent shall be submitted in writing or via e- mail or facsimile. The resolution and consents thereto shall be filed with the minutes of the proceedings of the Board. For purposes of this section an e-mail transmission of an electronic signature from an e-mail address on record constitutes a valid writing. 4.09 Organization of Meeting At each meeting of the Board, the Board president, or, in the president’s absence, the vice-president a person chosen by the directors present, shall preside. The secretary shall act as secretary of each meeting of the Board, shall record the minutes of each meeting and, upon their adoption by the Board, shall retain such minutes with the permanent records of the Corporation. In the absence of the secretary, the presiding officer of the meeting shall appoint a secretary of the meeting. 4.10 Compensation for Board Service Directors shall receive no compensation for carrying out their duties as directors. The Board may adopt policies providing for reasonable reimbursement of directors for expenses incurred in conjunction with carrying out Board responsibilities, such as travel expenses to attend Board meetings. 4.11 Compensation for Professional Services by Directors The Corporation shall not pay any compensation to directors for their services as directors of the Corporation, except that directors may be reimbursed for reasonable and necessary expenses incurred in the performance of their duties to the Corporation. Subject to the Corporation’s conflict of interest policy and applicable law, directors may receive reasonable compensation for services performed in other capacities for or on behalf of the Corporation pursuant to authorization by the Board. ARTICLE V - COMMITTEES 5.01 Committees The Board may, by the resolution adopted by a majority of the Entire Board, designate one or more committees, each consisting of one or more directors, to serve at the pleasure of the Board. The Board may also designate one or more directors as alternate members of any committee of the Board who may replace any absent committee member at any meeting of such committee. Any committee, to the extent provided in the resolution of the Board, shall have all the authority of the Board, except that no committee, regardless of Board resolution, may: (a) Take any final action on matters that also requires Board approval or approval of a majority of all directors; (b) Fill vacancies on the Board or in any committee of the Board; (c) Amend or repeal these Bylaws or adopt new bylaws; (d) Amend or repeal any resolution of the Board which by its express terms is not so amendable or repealable; (e) Appoint any other committees of the Board or the members of such committees; 6. (f)  Expend corporate funds to support a nominee for director; or 7. (g)  Approve any transaction, including (i) the sale, lease, exchange, or other disposition of all or substantially all the assets of the Corporation or (ii) the adoption of any plan of merger, consolidation, or dissolution of the Corporation. 5.2 Meetings and Action of Committees Meetings and action of the committees shall be governed by and held and taken in accordance with the provisions of Article IV of these Bylaws concerning meetings of the directors, including the provisions regarding notice, quorum, participation in meetings by technology, action at a meeting, and action without a meeting, with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the Board and the directors, except that the time for regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee, and except that committees shall not be required to hold an annual meeting. Special meetings of the committee may also be called by resolution of the Board. Notice of special meetings of committees shall also be given to any and all alternate members, who shall have the right to attend all meetings of the committee. Minutes shall be kept of each meeting of any committee and shall be filed with the corporate records. The Board may adopt rules for the governing of the committee not inconsistent with the provision of these Bylaws. 5.3 No Relief of Directors’ Duties The designation of any committee of the Board and the delegation thereto of authority shall not alone relieve any director of his or her duty to the Corporation under Section 717 of the New York Not-for-Profit Corporation Act (Duty of directors and officers). ARTICLE VI - OFFICERS 6.01 Board Officers The officers of the Corporation shall be a Board president, vice-president, secretary, and treasurer, all of whom shall be chosen by, and serve at the pleasure of, the Board. The officers of the Corporation shall be elected by the Board, from among the directors, at the annual meeting of the Board. Each Board officer shall have the authority and shall perform the duties set forth in these Bylaws or by resolution of the Board or by direction of an officer authorized by the Board to prescribe the duties and authority of other officers. The Board may also appoint additional vice- presidents and such other officers as it deems expedient for the proper conduct of the business of the Corporation, each of whom shall have such authority and shall perform such duties as the Board may determine. One person may hold two or more Board offices, but no Board officer may act in more than one capacity where action of two or more officers is required, except that no person may serve as both Board president and secretary or Board president and treasurer. All officers shall be subject to the supervision and direction of the Board. 6.02 Term of Office Each officer shall serve a one-year term of office, beginning upon the adjournment of the Board meeting at which he or she is elected and ending upon the adjournment of the Board meeting during which a successor is elected. There shall be no limit to the number of times an officer can be re- elected to a particular office. 6.03 Removal and Resignation; Vacancies The Board may remove an officer at any time, with or without cause. Any officer may resign at any time by giving written notice to the Board president or secretary of the Corporation. Any resignation shall take effect at the date of the receipt of the notice or at any later time specified in the notice, unless otherwise specified in the notice. The acceptance of the resignation shall not be necessary to make it effective. No employee of the Corporation shall serve as chair of the Board or hold any other title with similar responsibilities, unless the Board approves such employee serving as chair of the Board by a two-thirds vote of the Entire Board and contemporaneously documents in writing the basis for the Board approval; provided, however, that no such employee shall be considered an independent director for purposes of this chapter. A vacancy in any office arising from any cause shall be filled for the unexpired portion of the term by the Board. 6.04 Board President The Board president shall be the chief volunteer officer of the Corporation. The Board president shall lead the Board in performing its duties and responsibilities, including, if present, presiding at all meetings of the Board, and shall perform all other duties incident to the office or properly required by the Board, these Bylaws or by law. 6.05 Vice President In the absence, disability or inability to act of the Board president, the ranking vice-president or vice- president designated by the Board shall perform the duties of the Board president. If there is more than one vice-president, the Board shall determine which of them shall so perform the duties of the president under such circumstances. When so acting, the vice-president shall have all the powers of and be subject to all the restrictions upon the Board president. The vice-president shall have such other powers and perform such other duties prescribed for them by the Board or the Board president. The vice-president shall normally accede to the office of Board president upon the completion of the Board president’s term of office. 6.06 Secretary The secretary shall keep or cause to be kept a book of minutes of all meetings and actions of directors and committees of directors and shall be custodian of the Corporation’s records, other than financial records. The minutes of each meeting shall state the time and place that it was held and such other information as shall be necessary to determine the actions taken and whether the meeting was held in accordance with the law and these Bylaws. The secretary shall cause notice to be given of all meetings of directors and committees as required by the Bylaws, or as otherwise required by law. The secretary shall have such other powers and perform such other duties as may be prescribed by the Board or the Board president. The secretary may appoint, with approval of the Board, a director to assist in performance of all or part of the duties of the secretary. 6.07 Treasurer The treasurer shall be the lead director for oversight of the financial condition and affairs of the Corporation. The treasurer shall, among other things, oversee and keep the Board informed of the financial condition of the Corporation and of audit or financial review results, shall have charge and custody of, and be responsible for, all financial records, funds, and securities of the Corporation, shall deposit or oversee the deposit of all funds in the name of the Corporation in such depositories as shall be designated by the Board, and shall receive or oversee the receipt of amounts due and payable to the Corporation from any source whatsoever, and, subject to the direction of the Board, authorize or oversee the authorization of the disbursement of funds of the Corporation. In conjunction with other directors or officers, the treasurer shall oversee budget preparation and shall ensure that appropriate financial reports, including an account of major transactions and the financial condition of the Corporation, are made available to the Board on a timely basis or as may be required by the Board. The treasurer shall perform all duties properly required by the Board or the Board president. The treasurer may appoint, with approval of the Board a qualified fiscal agent or member of the staff to assist in performance of all or part of the duties of the treasurer. At the annual meeting of the Board, the treasurer shall render a report of the Corporation’s accounts showing in appropriate detail (i) the assets and liabilities of the Corporation as of a fiscal year terminating not more than six months prior to the meeting; (ii) the principal changes in assets and liabilities during that fiscal year; (iii) the revenues or receipts of the Corporation, both unrestricted and restricted to particular purposes during said fiscal year; and (iv) the expenses or disbursements of the Corporation, for both general and restricted purposes during said fiscal year. Such report shall be filed with the minutes of the annual meeting, and may consist of a verified or certified copy of any report by the Corporation to the Internal Revenue Service or the Attorney General of the State of New York which includes the information specified herein. 6.08 Non-Director Officers The Board may designate additional officer positions of the Corporation and may appoint and assign duties to other non-director officers of the Corporation. 6.09 Other Personnel The Board may employ an executive director, who shall be charged with the administrative and executive management of the affairs of the Corporation and who shall hold office at the pleasure of the Board. The Board may delegate to the executive director any such powers and duties which are delegable as a matter of law, subject, in each case, to review by the Board. The Board may also from time to time employ such other employees and other agents as it shall deem necessary, each of whom shall hold office at the pleasure of the Board, and each of whom shall have such authority and perform such duties as the Board may from time to time to determine. The Board may from time to time establish compensation and benefits for personnel of the Corporation. ARTICLE VII - CONTRACTS, CHECKS, LOANS, INDEMNIFICATION AND RELATED MATTERS 7.01 Contracts and other Writings Except as otherwise provided by resolution of the Board or Board policy, all contracts, deeds, leases, mortgages, grants, and other agreements of the Corporation shall be executed on its behalf by the president and/or treasurer or other persons to whom the Corporation has expressly delegated authority to execute such documents in accordance with policies approved by the Board. The Board President and Treasurer shall be the registered signatories for bank accounts. 7.02 Checks, Drafts All checks, drafts, or other orders for payment of money, notes, or other evidence of indebtedness 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. 7.03 Deposits All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depository as the Board or a designated committee of the Board may select. 7.04 Loans No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by resolution of the Board. Such authority may be general or confined to specific instances. The Corporation is prohibited from lending money to any director or officer of the Corporation. 7.05 Indemnification (a) Mandatory Indemnification. The Corporation shall indemnify to the fullest extent permitted by law a director or former director, who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party because he or she is or was a director of the Corporation against reasonable expenses incurred by him or her in connection with the proceedings. To the fullest extent permitted by law, the Corporation shall indemnify any person made, or threatened to be made, a party to, or who is involved in (including as a witness), any action or proceeding by reason of the fact that he or she is or was a director, officer, employee, or agent of the Corporation, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees. No indemnification shall be made to or on behalf of any such person if: (a) his or her acts were committed in bad faith or were the result of his or her active and deliberate dishonesty, criminal act or gross negligence, and were material to such action or proceeding; or (b) he or she personally gained a financial profit or other advantage to which he or she was not legally entitled in the transaction or matter in which indemnification is sought. (b) Permissible Indemnification. The Corporation shall indemnify to the fullest extent permitted by law a director or former director made a party to a proceeding because he or she is or was a director of the Corporation against liability incurred in the proceeding, if the determination to indemnify him or her has been made in the manner prescribed by the law and payment has been authorized in the manner prescribed by law. (c) Advance for Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding, as authorized by the Board in the specific case, upon receipt of (i) a written affirmation from the director, officer, employee or agent of his or her good faith belief that he or she is entitled to indemnification as authorized in this article, and (ii) an undertaking by or on behalf of the director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the Corporation in these Bylaws. (d) Indemnification of Officers, Agents and Employees. An officer of the Corporation who is not a director is entitled to mandatory indemnification under this article to the same extent as a director. The Corporation may also indemnify and advance expenses to an employee or agent of the Corporation who is not a director, consistent with New York law and public policy, provided that such indemnification, and the scope of such indemnification, is set forth by the general or specific action of the Board or by contract. ARTICLE VIII - MISCELLANEOUS 8.01 Books and Records The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of all meetings of its Board, a record of all actions taken by Board without a meeting, a record of all actions taken by committees of the Board and a current list of the directors and officers of the Corporation and their addresses. In addition, the Corporation shall keep a copy of the Corporation’s Certificate of Incorporation and these Bylaws, as same may amended to date. Any of the books, records, and minutes of the Corporation may be kept in written form or in an electronic form capable of being converted into written form within a reasonable time. 8.02 Fiscal Year The fiscal year of the Corporation shall be from January 1 to December 31 of each year, and if the first year of the Corporation shall begin on a different date, that first fiscal year shall run from the date of inception to December 31 of that same calendar year. 8.03 Conflict of Interest The Board shall adopt a conflict of interest policy as required by Section 715-a of the New York Not-For-Profit Corporation Law, to ensure that its directors, officers, and key employees act in the Corporation’s best interest and comply with applicable legal requirements regarding any potential conflict of interest, potential “related party transaction,” or potential “excess benefit transaction” involving a “disqualified person” as those terms are defined in Section 102(a) of the New York Not- For-Profit Corporation Act and Section 4958 of the Internal Revenue Code. Any such transaction shall only be undertaken after the requisite disclosure, determinations, and voting by directors, as provided in Sections 715 and 715-a of the New York Not-For-Profit Corporation Act and the Regulations of the Internal Revenue Service. The conflict of interest policy shall be reviewed by the Board at least annually. Prior to his/her election or appointment and annually thereafter, each director shall be required to complete a disclosure statement identifying, to the best of the director’s knowledge, any entity of which such director is an officer, director, trustee, member, employee, or owner (either as sole proprietor or a partner) and with which the Corporation has a relationship, and any transaction in which the Corporation is a participant and in which the director might have a conflicting interest. These statements shall be collected and delivered by the secretary to the Board president, to be kept on file at the Corporation's office. Any additions or other changes to these statements shall be made by the director in writing as they occur. 8.04 Nondiscrimination Policy The officers, directors, committee members, employees, and persons served by this Corporation shall be selected entirely on a nondiscriminatory basis with respect to age, sex, race, religion, national origin, and sexual orientation. It is the policy of the Corporation not to discriminate on the basis of race, creed, ancestry, marital status, gender, sexual orientation, age, physical disability, veteran’s status, political service or affiliation, color, religion, or national origin. 8.05 Bylaw Amendment These Bylaws may be amended, altered, repealed, or restated by a vote of the majority of the Board then in office at a meeting of the Board, provided, however, (a) that no amendment shall be made to these Bylaws which would cause the Corporation to cease to qualify as an exempt Corporation under Section 501 (c)(3) of the Internal Revenue Code, or the corresponding section of any future Federal tax code; (b) that an amendment does not affect the voting rights of directors. An amendment that does affect the voting rights of directors further requires ratification by a two-thirds vote of the Board at a Board meeting with quorum of directors present; and (c) that all amendments be consistent with the Certificate of Incorporation. ARTICLE IX - DOCUMENT RETENTION POLICY 9.01 Purpose The purpose of this document retention policy is establishing standards for document integrity, retention, and destruction and to promote the proper treatment of the Corporation’s records. 9.02 Policy Section 1. General Guidelines Records should not be kept if they are no longer needed for the operation of the business or required by law. Unnecessary records should be regularly eliminated from the files. The cost of maintaining records is an expense which can grow unreasonable if good housekeeping is not maintained. A mass of records also makes it more difficult to find pertinent records. From time to time, the Corporation may establish retention or destruction policies or schedules for specific categories of records in order to ensure legal compliance, and also to accomplish other objectives, such as preserving intellectual property and cost management. Several categories of documents that warrant special consideration are identified below. While minimum retention periods are established, the retention of the documents identified below and of documents not included in the identified categories should be determined primarily by the application of the general guidelines affecting document retention, as well as the exception for litigation relevant documents and any other pertinent factors. Section 2. Minimum Retention Periods for Specific Categories (a) Corporate Documents. Corporate records include the Corporation’s Certificate of Incorporation, Bylaws and IRS Form 1023 and Application for Exemption. Corporate records should be retained permanently: IRS regulations require that the Form 1023 be available for public inspection upon request. (b) Tax Records. Tax records include, but may not be limited to, documents concerning payroll, expenses, proof of contributions made by donors, accounting procedures, and other documents concerning the Corporation’s revenues. Tax records and related financial information shall be retained for at least seven years from the date of filing the applicable return. (c) Employment Records/Personnel Records. State and federal statutes require the Corporation to keep certain recruitment, employment and personnel information. The Corporation should also keep personnel files that reflect performance reviews and any complaints brought against the Corporation or individual employees under applicable state and federal statutes. The Corporation should also keep in the employee’s personnel file all final memoranda and correspondence reflecting performance reviews and actions taken by or against personnel. Employment applications should be retained for three years. Retirement and pension records should be kept permanently. Other employment and personnel records should be retained for seven years. (d) Board and Board Committee Materials. Meeting minutes should be retained in perpetuity in the Corporation’s minute book. A clean copy of all other Board and Board committee materials should be kept for no less than three years by the Corporation. (e) Press Releases/Public Filings. The Corporation should retain permanent copies of all press releases and publicly filed documents, so that the Corporation shall always have its own copy to test the accuracy of any document, post, filed or published document that a member of the public can theoretically produce against the Corporation. (f) Legal Files. Legal counsel should be consulted to determine the retention period of particular documents, but legal documents should generally be maintained for a period of ten years. (g) Marketing and Sales Documents. The Corporation should keep final copies of marketing and sales documents for the same period of time it keeps other corporate files, generally three years. An exception to the three-year policy may be sales invoices, contracts, leases, licenses, and other legal documentation. These documents should be kept for at least three years beyond the life of the agreement. (h) Contracts. Final, execution copies of all contracts entered into by the Corporation should be retained. The Corporation should retain copies of the final contracts for at least six years beyond the life of the agreement, based on the statute of limitations for contracts, and still longer in the case of publicly filed contracts. (i) Correspondence. Unless correspondence falls under another category listed elsewhere in this policy, correspondence should generally be saved for two years. (j) Banking and Accounting. Accounts payable ledgers and schedules should be kept for seven years. Bank reconciliations, bank statements, deposit slips and checks (unless for important payments and purchases) should be kept for seven years. Any inventories of products, materials, and supplies and any invoices should be kept for seven years. (k) Insurance. Expired insurance policies, insurance records, accident reports, claims, etc. should be kept permanently. (l) Audit Records. External audit reports should be kept permanently. Internal audit reports should be kept for three years. Section 3. Electronic Mail. E-mail that needs to be saved should be either: 1. (i)  printed in hard copy and kept in the appropriate file; or 2. (ii)  downloaded to a computer file and kept electronically or on disk as a separate file. The retention period depends upon the subject matter of the e-mail, as covered elsewhere in this policy. ARTICLE X - CODES OF ETHICS AND WHISTLEBLOWER POLICY 10.01 Purpose The Corporation requires and encourages directors, officers and employees to observe and practice high standards of business and personal ethics in the conduct of their duties and responsibilities. The employees and representatives of the Corporation must practice honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and regulations. It is the intent of the corporation to adhere to all laws and regulations that apply to the Corporation and the underlying purpose of this policy is to support the corporation’s goal of legal compliance. The support of all corporate staff is necessary to achieving compliance with various laws and regulations. 10.02 Reporting Violations If any director, officer, staff or employee reasonably believes that some policy, practice, or activity of the Corporation is in violation of law, a written complaint must be filed by that person with the vice president or the Board president. 10.03 Acting in Good Faith Anyone filing a complaint concerning a violation or suspected violation of the Code must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation of the Code. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false shall be viewed as a serious disciplinary offense. 10.04 Retaliation Said person is protected from retaliation only if she/he brings the alleged unlawful activity, policy, or practice to the attention of the Corporation with a reasonable opportunity to investigate and correct the alleged unlawful activity. The protection described below is only available to individuals that comply with this requirement. The Corporation shall not retaliate against any director, officer, staff or employee who in good faith, has made a protest or raised a complaint against some practice of the Corporation or of another individual or entity with whom the Corporation has a business relationship, on the basis of a reasonable belief that the practice is in violation of law, or a clear mandate of public policy. The Corporation shall not retaliate against any director, officer, staff or employee who disclose or threaten to disclose to a supervisor or a public body, any activity, policy, or practice of the Corporation that the individual reasonably believes is in violation of a law, or a rule, or regulation mandated pursuant to law or is in violation of a clear mandate of public policy concerning the health, safety, welfare, or protection of the environment. 10.05 Confidentiality Violations or suspected violations may be submitted on a confidential basis by the complainant or may be submitted anonymously. Reports of violations or suspected violations shall be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation. 10.06 Handling of Reported Violations The Board president or vice president shall notify the sender and acknowledge receipt of the reported violation or suspected violation within five business days. All reports shall be promptly investigated by the Board and its appointed committee and appropriate corrective action shall be taken if warranted by the investigation. This policy shall be made available to all directors, officers, staffs or employees and they shall have the opportunity to ask questions about the policy. ARTICLE XI - AMENDMENT OF CERTIFICATE OF INCORPORATION 11.01 Amendment Any amendment to the Certificate of Incorporation may be adopted by approval of two-thirds of the Board. I HEREBY CERTIFY that the foregoing is a full, true, and correct copy of the Bylaws of The Croton Harmon Arts, Music, Performance (CHAMP) Boosters, Inc. a New York not for profit corporation, as in effect on the date hereof. WITNESS my hand, this _____ day of ____________________ , 2024: ___________________________________________________ Secretary, The Croton Harmon Arts, Music, Performance (CHAMP) Boosters, Inc.