BYLAWS OF
DOLLARS TO SCHOLARS, INC.
Adopted by the Board of Directors on: 12/07/2025
ARTICLE I — NAME & PURPOSE
Section 1. Name
The name of the corporation is Dollars To Scholars, Inc. (the “Corporation”).
Section 2. Purpose
This corporation is organized exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.
The specific purposes of the corporation include, but are not limited to:
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Providing financial literacy education to youth, adults, and underserved communities;
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Offering programs, workshops, and resources related to personal finance, budgeting, investing, credit, and economic empowerment;
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Advancing public understanding of financial skills necessary for personal and economic well-being;
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Engaging in any lawful activities consistent with Section 501(c)(3).
No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its directors, officers, or other private persons, 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 above.
ARTICLE II — OFFICES
Section 1. Principal Office
The principal office of the Corporation shall be located at 43 Lexington Ave, Greenwich, CT 06830, or at such other location within the State of Connecticut as the Board of Directors (“Board”) may designate from time to time.
Section 2. Other Offices
The Corporation may maintain such other offices, either within or outside the State of Connecticut, as the Board may determine to be necessary or convenient for the conduct of corporate activities.
ARTICLE III — BOARD OF DIRECTORS
Section 1. Authority and Responsibilities
The Board is the governing body of the Corporation and is responsible for overall policy and direction of the Corporation, as well as oversight of its programs and finances. The Board may delegate responsibility for day-to-day operations to the Executive Director and other staff or volunteers, but retains ultimate fiduciary and legal responsibility for the Corporation.
Section 2. Number and Composition
The Board shall consist of no fewer than three (3) directors. The exact number of directors may be fixed or changed from time to time by resolution of the Board, provided that at all times the Corporation complies with the minimum required under applicable law.
Section 3. Qualifications
Directors must be natural persons who are at least eighteen (18) years of age and who are committed to the mission and purposes of the Corporation. Directors need not be residents of the State of Connecticut.
Section 4. Election and Term of Office
Directors shall be elected by a majority vote of the directors then in office. Each director shall serve a term of three (3) years and until their successor is duly elected and qualified, unless earlier removed, resigning, or becoming unable to serve. Terms may be staggered as determined by the Board. Directors may serve successive terms without limitation, unless the Board adopts term-limit policies.
Section 5. Resignation
A director may resign at any time by giving written notice to the President or Secretary. The resignation shall take effect upon receipt unless a later effective date is specified in the notice. The acceptance of such resignation shall not be necessary to make it effective.
Section 6. Removal
Any director may be removed, with or without cause, by a two-thirds (2/3) vote of the remaining directors then in office at any regular or special meeting of the Board, provided that written notice of the proposed removal is given to all directors at least seven (7) days prior to the meeting.
Section 7. Vacancies
Any vacancy occurring on the Board, whether by death, resignation, removal, or otherwise, may be filled by a majority vote of the remaining directors. A director elected to fill a vacancy shall serve for the unexpired portion of the term of their predecessor in office and until a successor is duly elected and qualified.
Section 8. Compensation
Directors shall not receive any compensation for their services as directors. However, directors may be reimbursed for reasonable expenses incurred in the performance of their duties, subject to policies established by the Board.
ARTICLE IV — MEETINGS OF THE BOARD
Section 1. Regular Meetings
The Board shall hold at least two (2) regular meetings each fiscal year at such times and places as the Board may determine. One regular meeting each year shall be designated as the annual meeting, at which officers may be elected, reports of officers and committees may be received, and other business transacted.
Section 2. Special Meetings
Special meetings of the Board may be called by the President, by the Executive Directors (if any are appointed), or by any two (2) directors. The person or persons authorized to call special meetings of the Board may fix the place, date, and time of such meetings.
Section 3. Notice of Meetings
Notice of any regular or special meeting of the Board shall be given to each director at least seven (7) days prior to the meeting, either personally, by mail, or by electronic transmission. The notice shall state the date, time, and place of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.
Section 4. Quorum
A majority of the directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board. If less than a quorum is present, a majority of the directors present may adjourn the meeting without further notice.
Section 5. Voting
Each director shall be entitled to one (1) vote on each matter submitted to the Board. Unless otherwise required by law, the Articles of Incorporation, or these Bylaws, 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. Voting by proxy shall not be permitted.
Section 6. Participation by Electronic Means
Directors may participate in a meeting of the Board by means of a conference telephone, video conference, or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation by such means shall constitute presence in person at the meeting.
Section 7. Action Without a Meeting
Any action required or permitted to be taken by the Board may be taken without a meeting if all directors consent in writing or by electronic transmission to such action. The written consents shall be filed with the minutes of the Board. Such unanimous written consent shall have the same force and effect as a unanimous vote of the Board at a meeting.
ARTICLE V — OFFICERS
Section 1. Officers
The officers of the Corporation shall consist of a President, a Secretary, and a Treasurer. The Board may also designate up to three Executive Directors and such other officers as it deems necessary or desirable. Any two or more offices may be held by the same person, except that the offices of President and Secretary may not be held by the same person.
Section 2. Election and Term of Office
The officers of the Corporation shall be elected annually by the Board at the annual meeting of the Board or at such other time as the Board may determine. Each officer shall hold office until their successor has been duly elected and qualified, or until their earlier resignation, removal, or inability to serve.
Section 3. Removal
Any officer may be removed by the Board whenever, in its judgment, the best interests of the
Corporation would be served thereby. Removal shall be without prejudice to any contractual rights, if
any, of the officer so removed.
Section 4. Resignation
An officer may resign at any time by giving written notice to the President or Secretary. The resignation
shall take effect upon receipt unless a later effective date is specified in the notice.
Section 5. Vacancies
A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be
filled by the Board for the unexpired portion of the term.
Section 6. President
The President shall preside at all meetings of the Board, shall provide leadership in setting the Board’s
agenda, and shall perform such other duties as may be prescribed by the Board. The President may
sign, with any other proper officer of the Corporation authorized by the Board, any deeds, contracts, or
other instruments which the Board has authorized to be executed.
Section 7. Secretary
The Secretary shall keep the minutes of the meetings of the Board; see that all notices are duly given in
accordance with these Bylaws or as required by law; maintain the corporate records and the seal of the
Corporation (if any); and perform all duties incident to the office of Secretary and such other duties as
may be assigned by the Board or the President.
Section 8. Treasurer
The Treasurer shall be the principal financial officer of the Corporation and shall oversee the custody of
all corporate funds and securities; keep or cause to be kept full and accurate accounts of receipts and
disbursements; and ensure that financial reports are presented to the Board at regular intervals. The
Treasurer shall also oversee the preparation and filing of all required tax and regulatory filings.
Section 9. Executive Director
The Board may appoint up to three Executive Directors, who shall serve as the chief executives and
administrative officers of the Corporation. The Executive Directors shall be responsible for the day-to-day
management of the Corporation’s affairs, implementation of Board policies, supervision of any
employees or volunteers, and such other duties as may be assigned by the Board. The Executive
Directors may attend meetings of the Board but shall not be deemed a director and shall not vote unless
separately elected as a director. One Executive Director, as decided by the Board, shall be considered the casting vote if there are disagreements.
ARTICLE VI — COMMITTEES
Section 1. Committees of the Board
The Board may establish standing or ad hoc committees as it deems necessary or desirable to carry
out the purposes of the Corporation. Each committee shall have such powers and responsibilities as
the Board may prescribe, consistent with law.
Section 2. Committee Membership
Committees shall consist of one or more directors, and the Board may also appoint non-directors to
serve in a non-voting capacity. The President shall appoint the chair of each committee, subject to
approval of the Board.
Section 3. Committee Procedures
Committees shall meet as necessary to carry out their responsibilities and shall report their actions and
recommendations to the Board. Committee meetings and actions shall be governed, as applicable, by
the provisions of these Bylaws concerning meetings and actions of the Board.
ARTICLE VII — FINANCIAL ADMINISTRATION
Section 1. Fiscal Year
The fiscal year of the Corporation shall begin on January 1 and end on December 31 of each year,
unless otherwise determined by the Board.
Section 2. Checks, Drafts, and Deposits
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, or agent or agents, of
the Corporation and in such manner as shall from time to time be determined by resolution of the
Board. All funds of the Corporation shall be deposited to the credit of the Corporation in such banks,
trust companies, or other depositories as the Board may select.
Section 3. Gifts
The Board may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the
general purposes or for any special purpose of the Corporation, consistent with its tax-exempt status.
Section 4. Prohibited Activities
The Corporation shall not carry on any activities not permitted to be carried on by a corporation exempt
from federal income tax under Section 501(c)(3) of the Code or by a corporation, contributions to which
are deductible under Section 170(c)(2) of the Code. The Corporation shall not participate in any political
campaign on behalf of or in opposition to any candidate for public office, and no substantial part of its
activities shall consist of carrying on propaganda or otherwise attempting to influence legislation.
Section 5. Financial Reports and Audit
The Treasurer, with assistance from the Executive Director if applicable, shall provide regular financial
reports to the Board. The Board may authorize an independent review or audit of the Corporation’s
financial records as it deems appropriate or as may be required by law or by funders.
ARTICLE VIII — CONFLICT OF INTEREST
Section 1. Policy
The Corporation shall adopt and maintain a written Conflict of Interest Policy that is consistent with
applicable law and best practices for organizations described in Section 501(c)(3) of the Code. Each
director, officer, and key employee shall annually acknowledge receipt of the policy and disclose any
actual or potential conflicts of interest.
Section 2. Procedures
Whenever a person covered by the Conflict of Interest Policy has a financial or personal interest in any
matter coming before the Board, that person shall: (a) fully disclose the nature of the interest; (b)
abstain from discussion and voting on the matter; and (c) leave the meeting during any discussion or
vote on the transaction or arrangement. The remaining disinterested directors shall determine whether
a conflict exists and whether the proposed transaction or arrangement is fair and in the best interest of
the Corporation. The minutes of the meeting shall document the disclosure, the deliberations, and the
vote.
ARTICLE IX — NONDISCRIMINATION
The Corporation shall not discriminate in the selection of directors, officers, employees, volunteers,
program participants, or in any other aspect of its operations on the basis of race, color, religion, creed,
gender, gender identity or expression, sexual orientation, national origin, ancestry, age, disability,
marital status, veteran status, or any other status protected by applicable law.
ARTICLE X — INDEMNIFICATION
To the fullest extent permitted by the laws of the State of Connecticut, as they now exist or may
hereafter be amended, the Corporation shall indemnify any person who is or was a director, officer,
employee, or volunteer of the Corporation, or who is or was serving at the request of the Corporation in
any such capacity for another entity, against any and all expenses (including attorneys’ fees),
judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in
connection with any threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, to which such person is or was a party by reason of such
service. The Corporation may purchase and maintain insurance on behalf of any such person against
any liability asserted against and incurred by such person in any such capacity.
ARTICLE XI — AMENDMENTS
These Bylaws may be altered, amended, or repealed, and new bylaws may be adopted, by a two-thirds
(2/3) vote of the directors then in office at any regular or special meeting of the Board, provided that written notice of the proposed amendment is given to each director at least seven (7) days before the meeting.
ARTICLE XII — DISSOLUTION
Upon the dissolution of the Corporation, the Board shall, after paying or making provision for the
payment of all liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for
the purposes of the Corporation in such manner, or to such organization or organizations organized
and operated exclusively for charitable and educational purposes as shall at the time qualify as exempt
organizations under Section 501(c)(3) of the Code, as the Board shall determine. Any assets not so
disposed of shall be disposed of by a court of competent jurisdiction in the county in which the principal
office of the Corporation is then located, exclusively for such purposes or to such organization or
organizations, as said court shall determine, that are organized and operated exclusively for such purposes.
CERTIFICATION
The undersigned, being the duly elected and acting Secretary of Dollars To Scholars, Inc., hereby
certifies that the foregoing Bylaws were duly adopted by the Board of Directors on the date written
below and that they constitute the Bylaws of the Corporation as of that date.
Date: 12/14/2025
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Secretary Signature
Robyn Bordes -
Printed Name