The name of this corporation shall be the Weston Community Children's Association, hereinafter referred to as WCCA or the Corporation.

The purpose of the WCCA is to benefit the town of Weston by helping to facilitate the development of programs and services for pre-school children and their parents and for after-school care of school-age children. This will be accomplished by fund-raising; site selection; promoting sharing of experiences between existing programs; development of new programs; publication of materials; providing technical assistance to those organizing work shops, seminars and training for staff and parents; encouraging parent and community involvement.

The corporate seal shall be circular in form and shall bear the name of the Corporation, the year of its incorporation and such other inscription as the Board of Directors may determine.

The Corporation shall have all the powers and enjoy all the privileges granted to charitable and educational corporations organized under Chapter 180 of the General Laws the Commonwealth of Massachusetts. In addition, the Corporation shall, in pursuance of its corporate purposes, have and exercise all the powers conferred by the laws of the Commonwealth of Massachusetts now in force or which may hereinafter be in force, including without limitations all powers conferred by H.G.L. Ch. 156B, Sec. 9 (except paragraph m thereof), and all powers specified in Chapter 1568, Sec. 9A.

The principal office and place of business of the corporation shall be at the residence of Vee Brooks, 13 Maple Road, Weston, Massachusetts.

Section 1. Eligibility.

Individuals interested in furthering the purpose of the WCCA may join at any time through payment of dues.

Section 2. Dues.

Dues shall be payable by all members to the treasurer at the beginning of the fiscal year, which shall run from June 1 through May 31. New members joining after March 1 shall be considered paid members for the following fiscal year.

Dues shall be increased or decreased at the annual meeting upon recommendation by the Budget Committee and majority vote of the total number of members present at the meeting.

Section 1. Board of Directors.

The Board of Directors (hereinafter "the Board") shall consist of the officers of the WCCA [specifically President, Vice President, Treasurer, and Clerk], the Chairperson of the Budget Committee, Chairperson of each standing committee and not less than two Members-at-Large. The Chairperson of the Nominating Committee shall not be a member of the Board. The Board must have a minimum of nine members.

Section 2. Executive Board.

The Board of Directors may elect at any time from among the Directors an Executive Board which shall have and may exercise, during intervals between meetings of the Board of Directors, all the powers vested in the Board of Directors which may be delegated to the Executive Board by the Board of Directors, provided, however, that the Board may not delegate the following powers: To elect or remove Members; to elect Directors or officers, to fill vacancies in such offices; and to remove officers or Directors from office.

The members of the Executive Board shall hold office subject to the pleasure of the Board of Directors, and the Board may at any time remove one or more members of such Executive Board and elect another Director in lieu of any member so removed.  The Board of Directors may also designate one or more Directors as alternate members of any such Executive Board, who may replace any absent member at any meeting of such Executive Board.

Except as the Board of Directors may otherwise determine, the manner of conducting the business of the Executive Board, whether at a meeting or otherwise, shall be as determined from time to time by the members thereof, and it shall act by vote of a majority of the membership thereof. Meetings of the Executive Board may be called in such manner and held at such places as the Executive Board from time to time may determine.

Section 3. Officers.

The President shall direct the activities of the WCCA and preside over Board of Director meetings and other meetings called by the Board.

The Vice President shall in the absence of the President exercise duties and powers of the President.

The Clerk shall be a resident of the Commonwealth of Massachusetts and shall be responsible for recording minutes of all meetings called by the Board.

The Treasurer shall keep full and accurate accounts of all receipts and disbursements of the WCCA and shall be responsible for presenting financial reports to the Board and general membership.

Section 4. Terms of Office

The President and the Vice President shall each serve a one-year term. The Clerk and the Treasurer shall each serve two-year terms. It is recommended that officers cannot serve consecutive terms in the same office. Members-at-Large shall serve a one-year term, and also may not serve consecutive terms in the same capacity. Chairpersons shall also serve a one-year term, and may serve consecutive terms in the same office. All terms of office shall be based on the corporation’s fiscal year that commences on June 1 and closes on May 31.

Section 5. Elections and Appointments.

The Nominating Committee shall present a list of candidates for President, Vice President, Clerk, Treasurer and the committee chairpersons at the annual meeting in accordance with the provisions of section 2 of Article VIII. Immediately following the presentation of the Nominating Committee list, nominations may be made by any member from the floor provided the consent of the nominee has been secured. The slate of officers and committee chairpersons shall then be presented for approval to the members present at the meeting.

Members-at-Large will be appointed by the Executive Committee of Board of Directors.

Section 6. Vacancies.

A vacancy shall be filled for the unexpired term by Board appointment.

Section 1. Reports.

Each committee shall make a report at the annual and general meetings.

Section 2. Nominating Committee.

All members of standing committees are eligible for membership. The Nominating Committee shall consist of a chairperson appointed by the Board of Directors and shall consist of not less than 3 members nor more than 5 members. The Nominating Committee shall convene its first meeting no later than January 31. No more than one member of the Nominating Committee should be a present member of the Board of Directors.

The Nominating Committee shall present a slate of officers and committee chairpersons at the annual meeting.

Section 3. Budget Committee.

The Budget Committee shall consist of three members appointed 'by the Executive Board at least two months prior to the annual meeting. The Treasurer shall be a member of the Budget Committee.

A budget for the ensuing year shall be submitted by the Budget Committee to the annual meeting for adoption. They shall also make a recommendation for increasing or decreasing dues at the annual meeting.

Section 4. Standing Committees.

Standing Committees shall be established and dissolved as" deemed necessary to promote the purpose of the WCCA at the discretion of the Board of Directors.

Section 1. Annual Meeting.

The Annual Meeting shall be held every spring. The exact date will be determined by the Board.

Section 2. General Membership Meetings.

A General meeting of the entire membership shall be called every fall. Other general meetings may be called as deemed necessary by the Board.

Section 3. Board of Directors Meetings.

The Board of Directors shall meet no less than five times a year.

Section 4. Committee Meetings.

Committee meetings shall be called by each Chairperson as needed.

Section 5. Quorum.

A majority of the total number of members present at the annual and general meetings shall constitute a quorum for the transaction of business at any such meeting, provided, however, that if there shall be at least ten (10) members who are present at the meeting, then such number shall constitute a quorum for the transaction of business thereat, irrespective of the total number of members.

Section 6. Voting.

A quorum must be present for voting to take place. There shall be one vote per family unit.  Majority vote rules.

Section 7. Board of Directors Quorum and Votinq.

Two thirds (2/3) of the Board constitutes a quorum. A quorum must be present at all meetings. Majority vote rules.

Section 8. Notice.

Notice of meetings shall be by means reasonably calculated to reach those entitled to vote at said meeting including designation of meeting dates in advance, mailing of notice, telephone or publication.

Section 1. Corporate Records.

The original, or attested copies, of the Articles of Organization, By-Laws and records of all meetings of the incorporators and members, and the records which shall contain the names of all members and their addresses, shall be kept in Massachusetts at the principal office of the Corporation or at an office of the Clerk. Said copies and records need not all be kept in the same office. They shall be available at all reasonable times to the inspection of any member of any proper purpose but not to secure a list of members for the purpose of selling said list or copies thereof or of using the same for a purpose other than in the interest of the applicant, as a member, relative to the affairs of the Corporation.

Section 2. Execution of Instruments.

All deeds, leases, transfers, contracts, bonds, notes and other obligations authorized to be executed by an officer of the Corporation in its behalf shall be signed by the President or the Treasurer except as the Directors may generally or in particular cases otherwise determine.

Section 3. Indemnification.

The Corporation shall to the extent legally permissible indemnify each of its Board members and Officers and each person who shall serve or shall have served at its request as a Director or officer of another corporation (and the heirs, executors and administrators of such Director, officer and other person) against all expenses and liabilities which he has reasonably incurred in connection with or arising out of any actual or threatened action, suit or proceeding in which he (she) may be involved by reason of his being or having been a Director or officer of the Corporation or by reason of his serving or having served at its request as a Director or officer of another Corporation (whether or not he continues to be a Director, or officer, at the time of incurring such expenses or liabilities), such expenses and liabilities to include, but not be limited to, judgments, court costs and attorneys' fees and the cost of reasonable settlements, providing no such determination shall be made in relation to matters as to which such Director or officer shall be finally adjudged in any such action, suit or proceeding not to have acted in good faith in the reasonable belief that his action was in the best interests of the Corporation. In the event that a settlement or compromise of such action, suit or proceeding is effected, indemnification may be had but only if the Board of Directors shall have been furnished with an opinion of counsel for the Corporation to the effect that such settlement or compromise is in the best interest of the Corporation and that such Director or officer does not appear not to have acted in good faith in the reasonable belief that has action was in the best interests of the Corporation, and if the Board of Directors shall have adopted a resolution approving such settlement or compromise.

The foregoing right of indemnification shall not be exclusive of other rights to which any Director, officer or other corporate personnel may be entitled as a matter of law.

No part of the net earnings of the Corporation shall inure to the benefit of or be distributable to its members, trustees, officers, other private person, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article 2 hereof. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a Corporation exempt from Federal income tax under. Section 501(c.)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United State Internal Revenue Law) or (b) by a Corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

Upon dissolution of the Corporation, and the payment of all of its liabilities, any assets remaining shall be paid over and distributed to the organization or organizations designated by the Board of Directors, provided that any and all such payments shall be made only to an organization or organizations who are qualified as a tax-exempt organization under the provisions of the Internal Revenue Code of the United States, as then in effect.

These By-Laws may be repealed or amended, or additional by-law or by-laws adopted, at any meeting of the Members of the Corporation, at which a quorum shall be present, by a majority vote of the Members present in person, provided that the substance of any proposed amendment shall have been set forth in the notice of the meeting. These By-Laws may also be repealed or amended, or additional by-law or by-laws adopted, at any meeting of the Board of Directors at which a quorum shall be present, by a majority vote of the Directors present, provided that the substance of any proposed amendment shall have been set forth in a notice of the meeting at which a final vote is to be taken thereon.