Incorporation

ARTICLES OF ORGANIZATION

(General Laws, Chapter 180)

 

ARTICLE 1

The exact name of the corporation is: “Peace Educators Allied for Children Everywhere, Inc.”.

ARTICLE II

  1. The corporation is organized and operated exclusively for such charitable, educational and literary purposes as will qualify it as an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (“The Code”), or the corresponding provision of any future United States Internal Revenue law governing distributions to organizations qualified as tax-exempt.  These purposes may include the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.  No assets, earnings, or entitlements of the corporation may be used for purposes other than those described above and included under Section 501 (c) (3) of the Internal Revenue Code of 1986, as amended, or in any corresponding provisions of any future Federal tax law.  The assets and activities of the corporation may not inure to the benefit of any private individual or entity, including members or officers of the corporation; however, reimbursement for expenses or reasonable compensation may be paid to anyone for the costs of private services or materials provided to the corporation
  2. Subject to (a) above the purpose of the corporation is to develop the attitudes, understandings, and methods of nonviolent action needed to build peace, caring, justice and mutual respect within ourselves, others, and in our environment, especially including the young children in the care of our members, as well as those who teach and care for them.  To those ends, the corporation aims to:
    • Work to help create a nonviolent, just, inclusive and respectful world;
    • Strive to prioritize human services and environmental sustainability in public budget and policy decisions; and
    • Work for public commitments to improve and expand high-quality child care and child development programs accessible to all children, with an emphasis on the social and emotional development of the whole child.
  3. Subject to (a) and (b) above, the corporation shall engage in activities aimed at furthering its purposes, other than any activities which in themselves are not permitted to be carried on by an organization exempt from Federal Income Tax under Section 501(c)(3) of the Code, or the corresponding provision of any future United States Internal Revenue law, or under Massachusetts General Laws Chapter 180, Section 1, et seq.

ARTICLE III

  1. Any person who subscribes to the purposes stated above and communicates that fact to the corporation., shall be a member of the corporation
  2. A membership dues requirement may be reinstated only by a decision of the membership.
  3. The corporation is a non-stock corporation, in which each member shall be entitled to cast one vote if present for decisions made at annual meetings, or by postal or electronic communication for decisions of the membership apart from annual meetings.

ARTICLE IV

Other lawful provisions for the conduct and regulation of the business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, are described below and in the By-Laws. 

  1. In addition to the powers granted to the corporation by General Laws, Chapter 180, the corporation shall have and may exercise in furtherance of its corporate purposes each of the powers granted in Sections 9 and 9A of Chapter 156B of the Massachusetts General Laws other than the power to have its own shares, in any jurisdiction within or without the United States.
  2. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, except as otherwise provided in Section 501(h) of the Internal Revenue Code.  The corporation shall not participate in, nor intervene (including the publishing or distribution of statements) in any political campaign on behalf of or in opposition to any candidate for public office.
  3. Notwithstanding any other provision of these articles, this corporation shall not engage to a substantial degree in any activities or exercise of any powers that are not in furtherance of the purposes of this corporation.  No purposes or activities of the corporation may be illegal or violate fundamental public policy.  The corporation shall not be operated for the primary purpose of carrying on for-profit a trade or business unrelated to its tax-exempt status.  No decision or practice of the corporation may discriminate against any person on the basis of race, creed, color, ethnicity, gender, or sexual or political orientations.
  4. The By-Laws shall describe the governance of the corporation, including the relationships of its decisions by its membership, its Council, its Executive Committee, and its Officers, including its Chair, Treasurer, and Recording and Membership Secretaries.  The By-Laws may be adopted or amended by the members voting and present or by proxy at the corporation annual meeting or in a decision of the membership apart from an annual meeting.
  5. These Articles of Agreement may be amended by a 2/3 majority of the members voting and present or by proxy at the corporation annual meeting or in a 2/3 majority decision of the members voting apart from an annual meeting, following at least 14 days’ advance notice of the proposed amendment.  The date adopted and text of any such amendment shall be reported to the Secretary of State of Massachusetts.
  6. The corporation shall not be liable for any debt incurred by any of its Officers, members or agents without the corporation’s explicit authorization, except as provided in this Article IV. f. The corporation, to the extent that its net assets permit, will indemnify to the maximum extent legally permissible any current or former officer or other member of the corporation, and any other person who served the corporation at its request in another capacity, for requested monetary damages relating to the exercise of duties to the corporation, including but not limited to, amounts paid in satisfaction of judgments, in compromises or as fines and penalties, and counsel fees and other expenses reasonably incurred by the officer or other member, in any actual or threatened civil or criminal law proceeding, except for:
    • Any breach of loyalty to the corporation or its members;
    • Acts or omissions of gross negligence, or not in good faith, or which involve intentional misconduct or a knowing violation of law;
    • Acts described under Massachusetts General Laws, Chapter 156B, Sections 61 or 62;
    • Any transaction from which the officer or other member or agent derived an improper personal benefit, as determined by the Executive Committee;
    • Any settlement agreement of a claim against the corporation that was reached without consultation with the Executive Committee;
    • Acts or omissions occurring prior to the effective date of this corporation;
    • Payments otherwise inconsistent with the corporation’s tax exempt status under Section 501 (c)(3) of the Internal Revenue Code.
  7. Except as may be otherwise required by law, the corporation, by the affirmative decision of its Council,  may at any time authorize a petition for its dissolution to be filed with the Supreme Judicial Court of the Commonwealth of Massachusetts General Laws; provided, however, that in the event of any liquidation, dissolution, termination, or winding up of the corporation (whether voluntary or involuntary, or by operation of laws), any property or assets of the corporation remaining after providing for the payment of its debts and obligations shall be conveyed, transferred, distributed, and set over outright to one or more charitable institutions or organizations, created and organized for nonprofit purposes similar to those of the corporation, such as Educators for Peaceful Classrooms and Communities (EPCC), which then qualify as exempt from income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future Federal tax code, as specified in a decision of the Council.  Any assets not so disposed of shall be disposed of by a court of competent jurisdiction of the County in which the principal office of the corporation is then located. 

ARTICLE V

The By-Laws of the corporation have been duly adopted and the initial directors, chair, treasurer, and clerk or other presiding, financial, or recording Officers, and Directors, whose names are set out in Article VII below, have been duly elected for the term ending with the next membership meeting.

ARTICLE VI

The effective date of organization of the corporation shall be the date approved and filed by the Secretary of the Commonwealth.

ARTICLE VII

  1. The corporation’s initial registered office address, including the street and number, which is identical to the business office of the initial registered agent, is:  P.E.A.C.E., Inc., c/o Fran Roznowski, Treasurer, 11 Cottage St., Chelsea, MA 02150.
  2. The name and residential/Post Office address of each member of the Executive Committee, as a director or officer of the corporation, is as follows:

TITLE                           NAME             RESIDENTIAL/POST OFFICE ADDRESS

Chair:                          Joyce Daniels      5006 Vista Del Oro Way, Fair Oaks, CA 95628

Treasurer:                   Fran Roznowski    11 Cottage St., Chelsea, MA 02150

Clerk:                           Marilyn Shelton   7580 N. 10th St., Fresno, CA 93720

Membership  Clerk:    Ana Page              443 E. Dunton Ave., Orange, CA 92865

Director:          Karin Pavelek        1245 Gilbert St., #119, Fullerton, CA 92833

Director:          Lucy Stroock          55 Frost St., Cambridge, MA 02140

Director:          John Surr                250 Pantops Mtn. Rd., Apt 7504, Charlottesville, VA 22911.

  1. The fiscal year of the corporation shall end on the last day of the month of December.
  2. The name and business address of the resident agent of the corporation is Fran Roznowski, 11 Cottage St., Chelsea, MA.

We, the below-signed incorporators, do hereby certify under the pains and penalties of perjury, that we have not been convicted of any crimes relating to alcohol or gambling within the past ten years.  We do hereby further certify that to the best of our knowledge, the above-named officers have not been similarly convicted. 

IN WITNESS THEREOF AND UNDER THE PAINS AND PENALTIES OF PERJURY, I, whose signature appears below as the incorporator, and whose name and residential address is clearly typed or printed beneath my signature, do hereby associate with the intention of forming this corporation under the provisions of General Laws, Chapter 180 and do hereby sign these Articles of Organization  as incorporator this                                  day of                                  , 2019,

 

 

                                                                                   

Fran Roznowski

11 Cottage St., Chelsea, MA 02150

BY-LAWS OF PEACE EDUCATORS ALLIED FOR CHILDREN EVERYWHERE, Inc.

(referred to herein by its acronym:  P.E.A.C.E., Inc.)

 Pursuant to Articles IV and V of its Articles of Organization, P.E.A.C.E., Inc. adopts the following By-Laws, thereby amending the P.E.A.C.E. association’s By-Laws of November 2014, by replacing them with the following:

 Article 1.         Name and Purpose of Corporation

The name and purpose of Peace Educators Allied for Children Everywhere, Inc., are as set forth in the Articles of Organization.  In these By-Laws, as in common usage, the corporation shall be referred to as P.E.A.C.E, Inc. These By-Laws, the powers of the Corporation and its Officers, Directors, and members, and all matters concerning the conduct and regulation of affairs of the corporation shall be subject to such provisions in regards thereto, if any, as are set forth in the Articles of Incorporation and the laws and regulations of the Commonwealth of Massachusetts.

Article 2.         Changes in Principal Office or Registered Agent Addresses or Fiscal Year

The Council may instruct the Treasurer to inform the Secretary of the Commonwealth of Massachusetts of any change in the location of the principal office or the registered agent of the corporation, or of the ending month of its fiscal year.

Article 3.         Corporate Seal

The Council may adopt and alter the seal of the corporation.

Article 4.         Membership

  1. There is only one category of membership in P.E.A.C.E., Inc., although P.E.A.C.E., Inc. may decide to create other categories.
  2. Each member shall be entitled to receive electronic communications from P.E.A.C.E., Inc. and shall be encouraged to participate equally in the decision making of the organization.
  3. If membership dues are reinstated, each year the Council shall determine the annual dues amount for the forthcoming financial year, based on a recent financial report by the Treasurer.
  4. Membership in P.E.A.C.E., Inc. is separate from membership in any related Interest Forum of the National Association for the Education of Young Children, or any other organization.
  5. Members of P.E.A.C.E., Inc. are encouraged to implement its purposes though their activities in any other organizations and in their daily lives.

Article 5.         Governance

  1. Basic policy decisions of P.E.A.C.E., Inc. shall be made by its members at its annual meeting in person or by proxy, except when its Council decides that circumstances require a decision to be made at another time and makes that decision.  Decisions of the members outside the annual meeting shall be made by electronic means of communication, or by mail for those who cannot be reached electronically.
  2. General agreement shall be sought for every decision.  Failing that, a participant in the decision may call for a majority vote except where specified elsewhere in the Articles of Organization or By-Laws.  Absent objection any decision may be made by remote means of communication, specifying a terminal date after a reasonable interval for voting.  A quorum for a decision of the members shall consist of those voting on the decision in person or by proxy at a physical, telephone, or Internet meeting for which at least 14 days’ advance notice has been given to all those eligible to vote, or those voting before the terminal date of a decision by remote means of communication.  A person eligible to vote can waive that advance notice in writing before or after the meeting.
  3. The Council shall consist of members nominated to it by the Nominating Committee and approved by that Council.  The Council may appoint standing or ad hoc committees of members to help it in its work.  The Nominating Committee shall make its selections from among active members serving on committees or otherwise involved in the work of P.E.A.C.E., Inc.  The Council may make decisions between the membership meetings, including whether a decision is a basic policy decision requiring a vote by the members.  The Council may appoint and act on recommendations of committees it appoints, and it may fill vacancies among the officers and other members of the Executive Committee.  If the Council is unavailable for a meeting in person or by remote means of communication, the Executive Committee may make decisions needed.
  4. The Executive Committee, consisting of the officers described below and up to three additional Directors, shall be chosen by the Council, following the terms of those mentioned under Article VII b. of the Articles of Organization.  The officers and any other members of the Executive Committee will be elected annually at the membership meeting.  An individual may serve in more than one office if the Council so decides.
  5. The Chair shall convene and chair all meetings of members, the Council and the Executive Committee.  The Chair, with assistance as needed, shall facilitate and monitor the implementation of the decisions of P.E.A.C.E., Inc.
  6. The Chair or the Treasurer may sign documents committing the corporation to obligations or debts and, with notice to the Executive Committee, can authorize other persons to do so.  Those duly authorized persons who commit the corporation to obligations or debts shall be held harmless personally for those commitments to the extent provided in Article IV. g. of the Articles of Organization.  Any entity or individual extending credit to, contracting with, or having a claim against the corporation may look to the corporation’s assets for the payment of such legal obligations, to the extent provided therein or by law.
  7. The Recording Secretary or designee shall be responsible for minutes of membership and Council meetings, the maintenance of P.E.A.C.E., Inc.’s records, and the notifications required under Article VII of the Articles of Organization.
  8. The Membership Secretary or designee shall maintain membership records.
  9. The Treasurer shall be responsible to the members, the Council, and the Executive Committee for the financial condition of the corporation, including its observance of laws and regulations relating to income tax exemption and corporate and tax reporting.  The Treasurer shall file any annual reports required by the laws and regulations of the Commonwealth of Massachusetts, and by the U.S. Internal Revenue Code, and the regulations thereunder. The Treasurer shall receive and disburse all money on account of P.E.A.C.E., Inc.; maintain complete and accurate books and records concerning P.E.A.C.E., Inc.’s finances; provide for audits of those books and records; report on P.E.A.C.E., Inc.’s financial condition at all membership and annual mid-year Council retreat meetings, if requested; establish and, if necessary, with other members of the Executive Committee, sign documentation and operations relating to asset or loan accounts; and perform other tasks as agreed.
  10. An officer may delegate duties, including participation in meetings, to other members or non-members.