Kids Harbor Inc.

“Number, Qualification, Duties, Election and Voting. The business, affairs and property of this Corporation shall me managed by the Board of Directors, consisting of not less than SEVEN (7) nor more that THIRTEEN (13) members according to the number elected at each annual election of the Directors. Following their term, Directors must retire from the Board for a period of at least twelve (12) months. After twelve (12) months expires, a past Director may be eligible for re-nomination to the board for up to four additional three (3) year terms.Regular meetings of the Board of Directors shall be held monthly with a minimum of 10 meetings annually, and at such times as shall be determined by the Board of Directors.Meetings. All regular and special meetings of the Board of Directors shall be held at the principal office of this Corporation, via video conference, or at such other place or places within or without the state as the President of the Board of Directors may designate.All of said officers shall be elected yearly in June by a majority of the votes cast and installed in July at the annual meeting of the Directors. SECTION 8. Executive Director. The Board of Directors are tasked with the responsibility of hiring and evaluation of the Executive Director who is responsible for the day to day running of the organization, hiring and supervision of employees,SECTION 1. Standing Committees. All board members will be expected to serve on at least one committee. There shall be the following two committees internal/external of the Corporation:A. Executive CommitteeOversee operations of the board; may act on behalf of the board during on-demand activities that occur between meetings, and these acts are later presented for full board review; comprised of board president, vice president, past president, treasurer and secretary; performs evaluation of chief executive; develops and maintains a list of potential board members and oversees orientation of new board members.B. Internal CommitteeOversees the development of a long-range plan for the organization and revisits the plan periodically to evaluate, make corrections, and revisions; ensure effective board processes, structures, and roles (including retreat planning, committee development, and board evaluation; develops and oversees/plans ongoing training of board members). C. External CommitteeRepresents the organization to the community; enhances the organizations image, including communications with the press in the absence of the Executive Director; assists in the organization and planning of fundraising events. SECTION 2. Contracts, Etc. The Board of Directors may authorize any Executive Board Member, agent or agents, or the Executive Director to enter into any contract or other instrument on behalf of this corporation, and such authority may be general or confirmed to specific instances. These authorizations will be noted in the Board Meeting minutes.SECTION 1. Order of Business. The order of business at any regular or special meeting of the Board of Directors shall be:a.Reading and disposal of any unapproved minutesb.Report of officers and committeesc.Old businessd.New businesse.AdjournmentSECTION 1. Alterations, Amendments of Repeals. The Directors may make, amend, and repeal the Bylaws of the Corporation at any regular meeting or at a special meeting called for that purpose, and all bylaws made by the Directors may be amended, altered or repealed by the members, by a two-thirds (2/3) vote of the Directors present at any regular or special meeting of the Board, proposed bylaw changes must be submitted to the Board of Directors at least fourteen (14) days prior to the meeting at which time they are to be voted upon.”

“The 990 is sent to the board members for review and questions. It is then discussed during the board meeting prior to being finalized.”

“Each voting member of the board shall annually sign a statement which declares whether such person is an independent director. The executive committee shall review annual statements and take such other actions as are necessary for effective oversight.”

“Compensation for the executive director is determined by the board of directors. The board of directors follows the standard policies of recruitment and supervision and evaluation of the organization. All applicable information is kept in the executive director's permanent employment file.the executive directors salary is determined based on reviews of similar salary surveys available in the area.”

“All public documents are available upon request.”