1.01

Nature of bylaws. The following paragraphs contain provisions for the regulation and management of Parent Advisory Board, a nonprofit corporation organized and operating under the laws of the State of Washington.

1.02

Conflicts. In the event that there is a conflict between a provision of these bylaws and a mandatory provision of the articles of incorporation of the corporation, or a mandatory provision of the laws of the State of Washington, then the mandatory provision of the laws of the State of Washington or the mandatory provision of the articles of incorporation shall control.

1.03

Purposes. This corporation is organized and shall be operated exclusively for charitable, scientific, literary, or educational purposes, within the meaning of Internal Revenue Code §501(c)(3) of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax laws (hereinafter collectively called "Internal Revenue Code"), and Treasury Regulations issued thereunder. Within the charitable purposes set forth above, one of the principal purposes of the corporation shall be to enhance the educational opportunities for pre-school and elementary school age children residing in and around the City of Issaquah, Washington. As used herein, the term "education" shall be broadly construed as including experiences both inside and outside the environment of a classroom.

3.01

One nonvoting class. The membership of the corporation shall consist of one nonvoting class of members who are the parents of children currently enrolled at Sunnybrook Montessori School in Issaquah, Washington. Additional members may be appointed by the board of directors. Memberships shall not be transferable.

3.02

Place of meetings. All meetings of members shall be held at the principal office of the corporation or at such other place, either within or without the State of Washington, as the board of directors may determine.

3.03

Organization. The president of the corporation, or in his or her absence the vice?president, shall call meetings of members to order and shall act as chairman to preside over such meetings, and the secretary of the corporation, or in his or her absence an assistant secretary, shall act as secretary to record minutes of such meetings. However, a majority of members represented at any meeting may appoint any person present as chairman of the meeting, and any other person present as secretary of the meeting. Roberts Revised Rules of Order shall govern all meetings of the members unless in conflict with the laws of the State of Washington or the articles of incorporation or the bylaws of the corporation.

3.04

No annual meetings. There shall be no regularly scheduled annual meeting of members.

3.05

Special meetings. Special meetings of the membership for any purpose or purposes may be called at any time by the president of the corporation or by the board of directors, at any such time and place as the president or the board of directors may prescribe. Special meetings of the members may also by a majority of members. Upon request by such members, it shall be the duty of the secretary to call such a special meeting of the membership at such time and place as the secretary may fix, not less than ten (10) nor more than fifty (50) days after the receipt of said request. If the secretary shall neglect or refuse to issue such call within five (5) days of such receipt, the members making the request may issue the call, specifying the time and place of the meeting.

3.06

Notice of meetings. Written notice stating the date, place and hour of the meeting, and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered to each member entitled to vote at such meeting not less than ten (10) nor more than fifty (50) days before the date of the meeting. Notice may be transmitted by mail, private carrier or personal delivery; telegraph or Teletype; or telephone, wire or wireless equipment which transmits a facsimile of the notice. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his or her address as it appears in the records of the corporation, with postage prepaid.

4.01

Qualification. Directors must be current or past members of the corporation, or otherwise affiliated with Sunnybrook Montessori School in Issaquah, Washington.

4.02

Number. Number of directors which shall manage the affairs of the corporation shall be not be less than one (1) and not more than nine (9), as shall be determined by members at the annual meeting or any other meeting held for the purpose of electing directors. However, no reduction in the number of directors shall cut short the term of any director.

4.03

Ex-officio members. The following officers of the corporation shall serve as ex-officio members of the board of directors by virtue of their offices, for the respective terms thereof: (i) president, (ii) treasurer, and (iii) secretary.

4.04

Elected members. Directors other than those who serve as ex-officio members shall be elected by a majority vote of the board of directors, as then constituted, at the annual meeting of directors. If, for any cause, the directors shall not have been elected at an annual meeting, they may be elected at a special meeting of directors called for that purpose in the manner provided by these bylaws. Voting for the election of directors shall be by ballot unless otherwise directed by the board of directors. Each director shall have the right to vote for as many persons as there are directors to be elected, but no director shall be entitled to cumulate his votes.

4.05

Nominations. Directors currently holding office shall be deemed to be nominated for re-election without any action on their part. Nominations of other persons shall be made by the directors currently holding office or by the president of the corporation. Notice of the nomination of a person who is not currently a director must be submitted to each director within the same time and in the same manner prescribed for notice of the meeting.

4.06

Standard terms of office. The ex-officio members of the board of directors shall serve for the respective terms of his or her office. All other directors shall serve for a three-year staggered term commencing at an annual meeting of directors and thereafter until his or her successor shall have been appointed or elected as provided in these bylaws, unless sooner removed as provided in these bylaws. In order to implement the concept of staggered three-year terms, the initial directors named in the articles of incorporation shall serve only until the first annual meeting of directors and thereafter until their successors are duly qualified and elected. At the first annual meeting of directors, the directors to be elected shall be divided as equally in number as possible into three classes, the class of each director to be determined by lot. One class shall serve a full term of three (3) years, the second class shall serve an abbreviated term of two (2) years, and the third class shall serve an abbreviated term of one (1) year. At all times thereafter, members of the board of directors other than ex-officio members shall be divided as equally in number as possible into three classes, so that the term of office of only one class of directors shall expire in each of three years.

4.07

Successive term limitation. No elected director shall serve more than two successive terms on the board of directors. There shall be no limitation on the successive terms of office which may be served by ex-officio members of the board of directors.

4.08

Resignation. Any member of the board of directors other than an ex-officio member may resign at any time by giving written notice to the corporation, to the board of directors, to the president, or to the secretary of the corporation. Any such resignation shall take effect at the time specified therein, or if the time be not specified, upon its acceptance by the board of directors.

4.09

Removal. Any member of the board of directors other than an ex-officio member may be removed from office by an affirmative vote of two-thirds (2/3) of the board of directors at an annual or regularly scheduled meeting, or at a special meeting called for that purpose. Notice stating that a named director shall be considered for removal and the cause for such consideration must be submitted to each director within the time and in the same manner prescribed for notice of the meeting. Cause for consideration of removal of a director shall include, but is not limited to, conduct detrimental to the best interests of the corporation, lack of sympathy with the purposes of the corporation, refusal to render reasonable assistance in carrying out the purposes of the corporation, or unexcused absence from two (2) consecutive meetings of the board of directors.

4.10

Vacancies. The vacancy of an ex-officio member of the board of directors shall be filled by his or her successor in office. Any other vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. A vacancy among the board of directors shall be deemed to exist upon the death, resignation or removal of a director.

4.11

Place of meetings. All meetings of the directors shall be held at the principal office of the corporation or at such other place, either within or without the State of Washington, as the board of directors may direct.

4.12

Organization of meetings. The president of the corporation, or in his absence, the vice president, shall call meetings of directors to order and act as chairman to preside over such meetings, and the secretary of the corporation, or in his absence, an assistant secretary, shall act as secretary to record minutes of such meetings. However, a majority of the directors present at any meeting may appoint any person present as president of the meeting and any other person present as secretary of the meeting. Roberts Revised Rules of Order shall govern all meetings of the directors and any of its committees unless in conflict with the laws of the State of Washington or the articles of incorporation or the bylaws of the corporation

4.13

Meetings. At any meeting of the board of directors, any business may be transacted, and the board may exercise all of its powers.

1. Regular meetings. The board of directors may establish a written schedule for regular meetings of the board to be held during the year to discuss all business pertinent to the management of the corporation. Notice of these meetings shall be as set forth below by mail or personal delivery of the meeting scheduled.

2. Annual meetings. The annual meeting of the board of directors shall be held shall be held each year in the month of May at a time to be fixed by the board of directors, but no later than the last day of the fiscal year of the corporation. In the event that such annual meeting is omitted by oversight or otherwise, it may be held at a subsequent special meeting called in accordance with the provisions of these bylaws and the laws of the State of Washington, and business transacted or elections held at such meeting shall be as valid as if transacted or held at the annual meeting.

3. Special meetings. Special meetings of the board of directors may be called at any time by the president, and shall be called by the president upon the written request of a majority of the board of directors.

4.14

Notice of meetings. No notice of a regular meeting of the board of directors shall be necessary. Notice of the time and place of each annual and special meeting shall be given by the secretary, or the persons calling the meeting, by first class mail, postage prepaid, addressed to each director at his or her last known address; private carrier; radio; telegraph; telegram; facsimile transmission; personal communication by telephone or otherwise at least seven (7) days prior to the meeting. If mailed, notice shall be deemed delivered when deposited in the United States mail in the sealed envelope, properly addressed, with postage prepaid. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these bylaws.

4.15

Quorum and adjournment. A majority of the directors shall constitute a quorum for the transaction of business. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors. If at any meeting of the board of directors there shall be less than a quorum present, those present may adjourn the meeting from time to time without notice other than by announcement at the meeting. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.

4.16

Voting. Each director shall be entitled to one vote on each matter submitted to a vote at a meeting of directors. In the event of deadlock in voting on a matter other than the election of directors, the president of the corporation shall have one vote, in addition to his or her existing vote as a member of the board of directors. The votes for the election of directors and, upon the demand of any director, the votes upon any question, motion, resolution or proposition before the meeting, shall be by ballot. For purposes of electing directors, each director shall be entitled to one vote for as many persons as there are directors to be elected, but no director shall be entitled to cumulate his votes.

4.17

Proxies. A director may vote either in person or by proxy executed in writing and filed with the secretary of the corporation. No proxy shall be valid after eleven (11) months from the date of its execution.

4.18

Presence. Members of the board of directors or any committee designated by the board of directors may participate in a meeting of such board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.

4.19

Presumption of assent. A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless: (i) the director objects at the beginning of the meeting, or promptly upon the director's arrival, to holding it or transacting business at the meeting; (ii) the director's dissent or abstention from the action taken is entered in the minutes of the meeting; or (iii) the director delivers written notice of the director's dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation within a reasonable time after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.

4.20

Action without a meeting. Any action which must or may be taken at a meeting of the directors or a committee of directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors. Such consent shall have the same effect as a unanimous vote.

4.21

General powers. The general powers of the corporation shall be vested in the board of directors, which shall have charge, control, and management of the property, affairs, and funds of the corporation, and shall have the power and authority to do and perform all acts and functions not inconsistent with these the laws of the State of Washington, the articles of incorporation, or these bylaws.

4.22

Committees. The board of directors, by resolution adopted by a majority of the directors in office, may designate one or more committees, each of which shall consist of two or more directors, which committees, to the extent provided in such resolution, shall have and exercise the authority of the board of directors in the management of the corporation; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the board of directors, or any individual directors, of any responsibility imposed on him by law; provided, however, that no such committee shall have the authority of the board of directors in reference to any of the actions enumerated in §24.03.115 of the Revised Code of Washington.

4.23

Remuneration. Directors shall not receive any compensation for their service as members of the board of directors, other than reimbursement for expenses as may be authorized by the board of directors. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefore.

5.01

Qualification. No officer need be a resident of the State of Washington. The officers of the corporation shall consist of a president, a secretary, a treasurer, and such other officers or assistant officers as the board of directors may from time to time appoint.

5.02

Election and term of office. The officers of the corporation shall be elected by the board of directors at the organization meeting of directors and thereafter at the annual meetings of the directors. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as is convenient. New offices may be created and filled at any meeting of the board of directors. Each officer shall hold office until his successor has been duly elected and qualified. Any person may hold more than one office if the duties can be consistently performed.

5.03

Duties of president. Unless otherwise indicated by the directors at the time of his election, the president shall be the chief executive officer of the corporation and shall attend and preside at all meetings of the board of directors and any executive committee of the board of directors. The president shall have responsibility for the planning and implementation of the corporation's activities, subject to the advisement and approval of the board of directors. The president or vice president, unless some other person is specifically authorized by vote of the board of directors, may sign all bonds, deeds, mortgages, and contracts of the corporation. He shall perform all the duties commonly incident to his office and shall perform such other duties as the board of directors shall designate.

5.04

Duties of vice president. Except as especially limited by the board of directors, the vice president shall perform the duties and have the powers of the president during his absence or disability. He shall perform such other duties and have such other powers as the board of directors shall designate.

5.05

Duties of secretary. The secretary shall keep accurate minutes of all meetings of the members and the board of directors. He shall attend to the giving and serving of all notices of the corporation; he shall have custody of all the original records, papers, files and books of the corporation (except books of accounts and valuable papers properly in the custody of the treasurer); he shall attest all instruments in writing executed in the name of the corporation and requiring his signature; and he shall in general perform all the duties incident to the office of secretary and such other duties as the board of directors shall designate. In his absence an assistant secretary or a secretary pro tempore shall perform his duties.

5.06

Duties of treasurer. The treasurer, subject to the order of the board of directors, shall have the care and custody of the funds and valuable papers of the corporation and shall deposit all funds of the corporation in such bank or banks as the members shall designate. He shall have and exercise, under the supervision of the board of directors, all the powers and duties commonly incident to his office and give bond in such form and with such sureties as may be required by the board of directors. He shall keep accurate books of account of the corporation's transactions which shall be the property of the corporation, and together with all its property in his possession shall be subject at all times to the inspection and control of the board of directors.

5.07

Other officers. The duties of the several officers other than as defined in the bylaws of the corporation shall be prescribed and defined from time to time by the board of directors.

5.08

Authority to sign checks. All checks, drafts, notes, or other obligations for the payment of money shall be signed by such one or more officers or agents as the board of directors shall direct; provided, however, that any such obligation in excess of Three Hundred Dollars ($300.00) shall be signed by at least two officers and, provided further, any expenditure in excess Five Hundred Dollars ($500.00) shall be unauthorized and invalid unless first approved by resolution of the board of directors.

5.09

Resignation. Any officer may resign at any time by giving written notice to the corporation, to the board of directors, to the president, or to the secretary of the corporation. Any such resignation shall take effect at the time specified therein, or, if the time be not specified, upon its acceptance by the board of directors.

5.10

Removal. Any officer, employee or agent may be summarily removed by the board of directors at any time, with or without cause.

5.11

Vacancies. Any vacancy among the officers of the corporation shall be filled by the president for the unexpired term thereof, subject to the authority of the board of directors to approve, disapprove, or fill the vacancy itself.

5.12

Remuneration. Officers shall not receive any compensation for their services, other than reimbursement for expenses as may be authorized by the board of directors. Nothing herein contained shall be construed to preclude any officer from serving the corporation in any other capacity and receiving compensation therefor.

6.01

Executive director. The board of directors may, but is not required to, appoint an executive director, who shall service as the representative of the board of directors in the management of the corporation, and who shall serve at the discretion of the board of directors.

6.02

Review. Periodic evaluation of the executive director will be performed by the board of directors.

6.03

Responsibilities and duties. The responsibilities and duties of the executive director shall be as set forth below:

1. Policies. Carrying out all policies established by the board of directors and advising on the formulation of these policies.

2. Organization. Developing and submitting to the board of directors for approval a plan of organization for the conduct of the operations of the corporation, and recommending changes when necessary.

3. Budget. Preparing and implementing an annual budget showing the expected revenue, contributions and expenditures as required by the board of directors and having the responsibility and custody of all funds of the corporation.

4. Properties. Maintaining physical properties in a good and safe state of repair and operating condition.

5. Reports. Presenting to the board of directors periodic reports reflecting the charitable and financial activities of the corporation and such special reports as may be required by the board of directors.

6. Meetings. Attending all meetings of the board of directors and service on committees thereof.

7. Goals. Preparing a plan for the achievement of the specific objectives of the corporation and periodically reviewing and evaluating that plan.

8. Community activities. Participating in community activities in order to enhance the image of the corporation as a good corporate citizen.

8.01

Contracts. The board of directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or may be confined to specific instances.

8.02

Checks, drafts, or orders. All checks, drafts, or orders for the payment of money, notes, or other evidences 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 of directors. In the absence of such determination by the board of directors, any such obligation in excess of Three Hundred Dollars ($300.00) shall be signed by at least two officers and, provided further, any expenditure in excess Five Hundred Dollars ($500.00) shall be unauthorized and invalid unless first approved by resolution of the board of directors.

8.03

Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such bank as the board of directors may select

8.04

Gifts. The board of directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for any purpose of the corporation.