By Laws

These are the Bylaws of NYC School Bus Umbrella Services, Inc. They were approved by the board on October 20, 2020.

Article I, Name

Section 1.01 Name. This corporation is and shall be known as NYC School Bus Umbrella Services, Inc. (the “Corporation”).

Article II. Members

Section 2.01 Members. The Corporation shall have no members.

Article III. Offices

Section 3.01 Offices. The offices of the Corporation shall be in the County of New York in the City and State of New York, at such place as the Board of Directors of the Corporation (the “Board of Directors” or “Board”) may fix.

Article IV. Board of Directors

Section 4.01 Powers. The general management of the affairs and property of the Corporation shall be vested in the Board of Directors. The Board shall have the power to authorize all expenditures and take all necessary and proper steps to carry out the purposes of the Corporation and to promote its best interests.

The following actions, without limitation, shall require the approval of the majority of the entire Board of Directors:

(a) approval of contracts and aggregate payments valued in excess of $20,000 but less than $100,000; and

(b) approval of the purchase, sale, mortgage, lease, exchange or other disposition of real property.

Notwithstanding anything to the contrary contained herein, the following actions may be taken only if authorized by a four-fifths vote of the entire Board:

(a) an amendment or change of the Certificate of Incorporation;

(b) an amendment of these By-Laws;

(d) a purchase, sale, mortgage, lease, exchange or other disposition of real property, if such purchase, sale mortgage lease, exchange or other disposition constitutes all or substantially all of the Corporation’s assets;

(e) adoption of annual operating and capital budgets;

(f) approval of any loan agreement, mortgage, or other lending instrument; and

(g) approval of any collective bargaining agreement(s)

Section 4.02 Employees and Agents. The Board may from time to time appoint such employees and other agents as it shall deem necessary, each of whom shall hold office at the pleasure of the Board, and shall have such authority and perform such duties and shall receive such reasonable compensation, if any, as the Board may from time to time determine. To the fullest extent allowed by law, the Board may delegate to any employee or agent any powers possessed by the Board and may prescribe their respective title, terms, authorities and duties. Except as otherwise provided by law or agreement, any employee or agent of the Corporation may be removed, with or without cause, by a vote of the majority of the entire Board.

Section 4.03 Number and Qualifications. The Board of Directors shall consist of five voting Directors as follows:

(a) two ex officio Directors comprised of the individuals holding the following offices who are appointed as Directors of the Corporation by virtue of holding such position without further warrant or appointment and who, notwithstanding anything in these By-Laws to the contrary, shall serve for as long as he or she holds such office:

the Chancellor or Acting Chancellor (the “Chancellor”) of the City School District of the City of New York, or his/her designee;

the Director of Management and Budget of the City of New York or his/her designee; and

three additional Directors (the “Appointed Directors”) appointed by the Chancellor, one of whom shall be a parent representative to the New York City Department of Education.

Section 4.04 Term. (a) Each Appointed Director shall hold office for a term of one year, and until his or her successor has been appointed and qualified, or until the earlier of the death or resignation pursuant to Section 4.06 hereof or removal pursuant to Section 4.07 hereof of such Director.

(b) These By-Laws do not prohibit any Director(s) from serving more than one term.

Section 4.05 Compensation. Directors of the Corporation, as such, shall receive no compensation from the Corporation.

Section 4.06 Resignation. Any Director, except an ex officio Director, may resign at any time by delivering a resignation in writing to the Chair or Secretary. Such resignation shall take effect upon receipt or at the time specified in such notice and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 4.07 Removal. In accordance with Section 706(a) of the Not-For-Profit Corporation Law, any Director, other than an ex officio Director, may be removed at any time for cause by a vote of a majority of the entire Board.

Section 4.08 Vacancy.

(a) For a vacancy in the office of a Director who was an Appointed Director, only the party who appointed the Director may fill the vacancy.

(b) Any Director appointed to fill a vacancy caused by death, resignation or removal shall hold office for the term of the former Director he or she replaced and until his or her successor is appointed and qualified, or until his or her earlier death, resignation or removal.

(c) Any Director appointed to a newly created directorship shall hold office until the next annual meeting at which the election of Directors is in the regular order of business and until his or her successor is appointed and qualified, or until his or her earlier death, resignation or removal.

Section 4.09 Initial Directors. Notwithstanding anything in these By-Laws to the contrary, the terms of the initial Directors named in the Certificate of Incorporation shall expire immediately following the appointment of new Directors.

Article V. Meetings of Directors

Section 5.01 Annual Meetings. The Directors shall hold an annual meeting during each fiscal year of the Corporation at such time and date as the Directors may from time to time prescribe. All such meetings shall be held at such place within the City of New York as the Chair shall prescribe.

Section 5.02 Regular Meetings. Regular meetings of the Directors may be held at such time and place as shall be determined by the Board of Directors. At any meeting at which every Director shall be present, even though without notice or waiver thereof, any business may be transacted.

Section 5.03 Special Meetings. Special meetings of the Board of Directors may be called by the Chair or at the written request of not less than three-fifths of the entire Board. The Chair shall fix the time and place for each such meeting.

Section 5.04 Quorum. A meeting of the Board of Directors duly called shall not transact business unless a quorum is present. A quorum for the transaction of business or of any specified item of business shall consist of a majority of the entire Board of Directors (including at least one ex officio Director). If a quorum is not present, a majority of the Directors present may adjourn the meeting to such time and place as they may determine. As used in these By-Laws, “entire Board of Directors” means the total number of Directors entitled to vote at the time of such meeting if there were no vacancies.

Section 5.05 Voting. All questions to be determined by the Board of Directors, except for those for which a greater number is prescribed by law, the Certificate of Incorporation or these By-Laws, shall be determined by vote of at least a majority of the Board of Directors present at any meeting at which a quorum is present.

Section 5.06 Notice of Meetings of Directors. Written notice of the time and place of each meeting of the Board stating the time and place, and in the case of a special meeting, the purpose thereof and by or at whose direction the special meeting is called, shall be provided to each Director. Such notice may be given by electronic mail or by delivery in person not less than seven (7) days before such meeting, or by first-class mail, postage pre-paid, not less than ten (10) days before such meeting. Such notice shall be directed to each Director at his or her address or electronic mail address as it appears in the records of the Corporation or, if such Director has filed with the Secretary a written request that notices be mailed to some other address or electronic mail address, then directed to such Director at such other address or electronic mail address.

The notice of any meeting of the Directors may be waived by a Director by signing a written waiver of notice before or after the meeting or by attending the meeting without protesting lack of notice prior thereto or at the commencement of the meeting. No notice need be given of any adjourned meeting. Meetings of the Directors may also be held at any place and time without notice provided that written consent is received from each of the Directors.

Section 5.07 Participation in Meetings by Videoconferencing. Directors may participate in meetings of the Board of Directors by means of videoconference or similar equipment which allows all persons participating in the meeting to see and hear each other at the same time. Participation by such means will constitute presence in person at such meeting.

Section 5.08 Procedure. The order of business and all other matters of procedure at every Board of Directors meeting shall be determined by the person presiding at the meeting.

Section 5.09 Minutes of Board Meetings. The Secretary shall keep regular minutes of all meetings and proceedings of the Board.

Section 5.10 Annual Report. The Treasurer or Chair shall present at the annual meeting of the Board an annual financial report, including a balance sheet showing the financial and other affairs of the Corporation, as required by Section 519 of the Not-For-Profit Corporation Law.

Section 5.11 Annual Audit Report. The Treasurer shall report to the Audit Committee of the Board on the results of the annual audit of the Corporation’s financial statements (the “Annual Audit Report”). The chair of the Audit Committee shall present the Annual Audit Report to the Board of Directors.

Article VI. Committees of the Board

Section 6.01 Committees.

(a) The Board of Directors shall establish an Audit Committee and a Governance Committee, and at the Board’s discretion, additional committees. The Chair shall serve ex officio as a member of all committees of the Board.

(b) Each committee of the Board shall act in an advisory capacity only and shall not exercise any powers of the Board of Directors.

(c) Unless the resolution creating any committee provides otherwise, the Chair shall appoint from among the Directors the members of each committee of the Board, with the approval of a majority of the Board of Directors (or by such other procedure as may be required by Section 712 of the Not-For-Profit Corporation Law), and shall appoint the chairperson of each committee. Each member of a committee shall serve at the pleasure of the Board. The chairperson of each committee shall be responsible for convening meetings of the committee and reporting to the Board of Directors at each regular meeting of the Board or at such other times as the Board may require.

Section 6.02 Audit and Governance Committees. The Board, by resolution adopted by a majority vote of the Directors, shall designate an Audit Committee and a Governance Committee, each of which shall consist of at least three members, all of whom shall be Directors. No person shall be a member of the Audit Committee or the Governance Committee unless he or she is independent, as defined herein in subdivision (c).

The members of the Audit Committee shall be familiar with corporate financial and accounting practices. The Audit Committee is charged with overseeing the quality and integrity of the Corporation’s accounting, auditing and reporting practices, with the goal of ensuring reliable and trustworthy policies and practices for accounting, financial reporting and disclosure, and establishing and maintaining an adequate system of internal financial controls.

The Governance Committee shall keep the Board of Directors familiar with best governance practices. The members of the Governance Committee shall possess the necessary skills to understand the duties and functions of such committee.

A member of a committee will be considered “independent” if he or she is not a relative of an executive officer or employee in an executive position of the Corporation or an affiliate and has not within the last two years been (i) an employee of the Corporation or an affiliate in an executive capacity, (ii) employed by an entity that received remuneration valued at more than $15,000 for goods and services provided to the Corporation or received any other form of financial assistance valued at more than $15,000 from the Corporation, and (iii) a lobbyist registered under a state or local law and paid by a client to influence determinations made by the Corporation or an affiliate.

Section 6.03 Meetings of Committees. Any committee (with regard to such committee) or the Board of Directors (with regard to all committees) shall have the power to fix the time and place of holding meetings of committees and the method of giving notice thereof; but unless otherwise prescribed, meetings of any committee may be called in the same manner and upon the same notice, and notice of such meetings may be waived in the same manner, as provided in these By-Laws with respect to meetings of the Board of Directors.

Section 6.04 Records of Committee Meetings. Each committee shall keep records of all its meetings and proceedings which shall be included in the records of the Corporation.

Section 6.05 Remote Participation in Meetings. Members of any committee may participate in meetings by means of teleconference, videoconference or similar equipment which allows all persons participating in the meeting to hear each other at the same time. Participation by such means will constitute presence in person at such meeting.

Article VII. Officers

Section 7.01 Officers. The officers of the Corporation shall consist of a Chair, Treasurer, Secretary, and such other officers as may be elected from time to time (each, an “Officer” and, collectively, the “Officers”). The Chancellor, or his/her designee, shall be the Chair. At each annual meeting, the Board shall elect a Secretary and a Treasurer. The Board may elect or appoint from time to time other such Officers or agents as, in its opinion are desirable to conduct the affairs of the Corporation, each of whom shall have such powers and perform such duties as may be provided by these By-Laws or as determined by the Board. Any two offices, except those of the Chair and the Secretary may be filled by the same person. Officers may be, but need not be, Directors of the Corporation, provided however, that if the Board appoints a Chief Executive Officer or other such officer, who is an employee of the Corporation, such person shall not serve as a Director of the Corporation.

Section 7.02 Term of Office. Each Officer shall hold his or her respective office until the election or appointment and qualification of his or her successor or until his or her earlier death, resignation or removal. Any vacancy occurring in any office may be filled at any ensuing meeting of the Board of Directors.

Section 7.03 Chair of the Board. The Chair shall preside, if present, at all meetings of the Board of Directors and shall serve, ex officio, as a member of all committees of the Board.

Section 7.04 Treasurer. The Treasurer shall be charged with the care and custody of all the moneys and securities of the Corporation. He or she shall deposit moneys received by him or her for the Corporation as provided in Section 8.01 hereof. He or she shall:

(a) cause to be entered in books of the Corporation to be kept for that purpose, full and accurate accounts of all moneys received by him or her and paid by him or her on account of the Corporation;

(b) render a statement of the condition of the finances of the Corporation at any annual meeting of the Board of Directors as provided by Section 519 of the Not-For-Profit Corporation Law or at such other time as the Board shall require;

(c) make an annual report to the Board of Directors concerning assets held for a specific purpose, the use made of such assets and the income thereof as provided in Section 513(b) of the Not-For-Profit Corporation Law.

(d) make and sign such reports, statements and instruments as may be required of him or her by law or the Board of Directors; and

(e) perform such other duties as are incident to his or her office or as are properly required of him or her by the Board of Directors or the Chair.

Section 7.05 Secretary. The Secretary shall act as Secretary of each meeting of the Board of Directors. In the absence of the Secretary, the presiding Officer of the meeting shall appoint a Secretary of the meeting. In addition, the Secretary shall:

(a) record and keep the minutes of all meetings of the Board of Directors and shall record all actions taken by the Board of Directors, in each case, in books to be kept for that purpose;

(b) ensure that all notices and reports are duly given or filed pursuant to these By-Laws or as required by law;

(c) be custodian of the records (other than financial) and have charge of the seal of the Corporation and ensure that it is used upon all papers or documents whose execution on behalf of the Corporation under its seal is required by law or required pursuant to these By-Laws; and

(d) in general, perform all duties incident to the office of Secretary and such other duties as the Chair or the Board of Directors may from time to time assign to the Secretary.

Section 7.06 Removal. Any Officer may be removed (except those serving in their ex officio capacity), either with or without cause, at any meeting of the Board, notice of which shall have referred to the proposed action.

Section 7.07 Vacancies. In case of any vacancy in any office, a successor to fill the unexpired portion of the term may be elected by the Board.

Section 7.08 Execution of Contracts, Deeds and Agreements. Subject to Section 4.01, all authorized contracts, deeds and agreements shall be executed in the name of the Corporation by an employee or Officer of the Corporation designated by the Board of Directors.

Section 7.09 Execution of Checks, Notes, Drafts and Other Negotiable Instruments. Subject to Section 4.01, all authorized checks, notes, drafts and other negotiable instruments shall be executed in the name of the Corporation by the Treasurer and all authorized checks, notes, drafts and other negotiable instruments in amounts exceeding $5000 must be co-signed by the Chair, or another authorized individual designated by the Board of Directors.

ARTICLE VIII. Finances and Records

Section 8.01 Finances. The funds of the Corporation shall be deposited in the Corporation’s name with such bank or banks, trust company or trust companies as the Board of Directors may from time to time designate. Except as provided in Section 7.09 hereof, no Officer, alone or with others, shall have the power to make any checks, notes, drafts or other negotiable instruments in the name of the Corporation or to bind the Corporation thereby.

Section 8.02 Keeping and Inspection of Records. There shall be kept, at the principal office of the Corporation, a complete set of books and records of the Corporation. Such books and records shall include, but not be limited to, the Certificate of Incorporation; these By-Laws; minutes of meetings; complete and accurate records and books of account, prepared in accordance with generally accepted accounting principles, regarding the use of any payments received by the entities providing long-term financial support to the Corporation; and such other books, records and papers of the Corporation as the Board of Directors will require. Such books and records shall be open to inspection during business hours by any Director within ten (10) business days after receipt by the Chair of a written request for such inspection.

Section 8.03 Capital Expenditures. All capital expenditures shall be approved by the Board.

ARTICLE IX. Indemnification

Section 9.01 Indemnification of Directors and Officers. To the maximum extent permitted by law, the Corporation shall defend and indemnify each Director and Officer, whether or not then in office, who is made or threatened to be made a party to any action, suit or proceeding, civil or criminal, arising out of such Director’s or Officer’s act or omission to act as a Director or Officer of the Corporation, against (a) the reasonable expenses, costs and counsel fees incurred by each of them in the defense of such action, suit or proceeding, and (b) amounts paid or incurred pursuant to a judgment or in settlement of any such action, suit or proceeding.

Section 9.02 Non-Exclusive. The rights of indemnification provided in Section 9.01 shall not be exclusive of other rights to which any indemnitee may be entitled as a matter of law.

ARTICLE X. Conflicts of Interest

Section 10.01 Private Gain. No Director or Officer shall use his or her relationship with or position in the Corporation for private or personal gain.

Section 10.02 Conflicts of Interest.

(a) No Director or Officer may take any action with respect to any contract or other transaction relating to the operations conducted by the Corporation or with respect to any contract for furnishing supplies thereto, pursuant to which such Director or Officer has a conflict of interest (as defined in Section 10.03 hereof).

(b) In the event that such a conflict of interest is identified, the Director or Officer concerned shall forthwith make a disclosure to the Corporation of the nature and extent of his or her interest and such disclosure shall be entered in writing upon the minutes of the meeting of the Board of Directors called to authorize such contract or other transaction. Any Director who has such a conflict of interest shall retire from the room (or depart the videoconference, if applicable) in which the Board of Directors or committee is meeting with respect of such contract or such other transaction. No Director who has such a conflict of interest may vote on any matter relating to such interest unless authorized by the concurring vote of at least a majority of the entire Board of Directors or, where applicable, by such larger vote on such matter as is required by law, the Certificate of Incorporation or these By-Laws, not counting the vote of any such interested individual or individuals.

(c) This Article shall not preclude any Director or Officer from voting on matters affecting a large group of entities or individuals, including the one in which he or she has a conflict of interest. Such Director or Officer shall not, however, vote on a matter affecting only the particular entity or individual with respect to which he or she has a conflict of interest or a small group of entities or individuals including such particular entity or individual. Determination as to whether a Director or Officer may vote in a matter in accordance with these provisions shall be made by the Board of Directors in accordance with the immediately succeeding paragraph.

(d) All questions as to whether a conflict of interest exists shall be resolved by a vote of the Board of Directors in which the interested individual may not vote.

(e) A conflict of interest disclosure statement shall be furnished annually to the Board by each Director and Officer. The disclosure statements shall be reviewed annually by the Board of Directors or by a committee thereof. In addition, each Director and Officer must report promptly to the Corporation any potential conflict of interest as and when it arises. This conflict of interest policy shall apply to other employees and agents of the Corporation, as determined by resolution of the Board.

(f) Subject to the exceptions outlined in Section 716 of the Not-For-Profit Corporation Law, no loans shall be made by the Corporation to any Director or Officer or to any other entity in which one or more Directors or Officers is a director or officer or holds a substantial financial interest.

Section 10.03 Definitions.

(a) For purposes of this Article, “conflict of interest” means any instance in which a Director or Officer has, directly or indirectly, through business, investment, or a family relationship, a financial or fiduciary interest (which shall include, without limitation, any employment, contractual, creditor or consultative relationship), or a Board or staff membership, in an entity or individual, or a substantial affiliate of an entity or individual, with respect to which a vote is taken (including any such interest that existed at any time during the twelve (12) months preceding the time that the matter is voted upon).

(b) A person has a “financial interest” if the person has (i) an ownership or investment interest in any entity with which the Corporation has a transaction or arrangement; (ii) a compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement; or (iii) a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is negotiating a transaction or arrangement. “Compensation” includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. Unless otherwise determined by the Board of Directors pursuant to Section 10.02(c) and Section 10.02(d), employment or service with the City of New York or a related entity shall not constitute a conflict of interest within the meaning of this section.

ARTICLE XI. Miscellaneous

Section 11.01 Form of Corporate Seal. The seal of the Corporation shall be circular in form with the words “NYC School Bus Umbrella Services, Inc.”. The seal on any corporate obligation for the payment of money may be facsimile, engraved or printed.

Section 11.02 Fiscal Year. The fiscal year of the Corporation shall end on June 30th, unless otherwise provided by the Board of Directors.

Section 11.03 Amendment of By-Laws. These By-Laws may be amended, repealed or replaced at any meeting of the Board of Directors by a two-thirds majority vote of the entire Board of Directors and provided that notice of any such meeting shall have referred to the proposed action.