Notice of GAPA By-Laws Revisions and Annual Meeting
At the February GAPA Board meeting, the board reviewed a number of changes to the
GAPA By-Laws to be submitted to the general membership for approval by vote at the
annual meeting on April 9 at 10:00 AM in the Noble Room. All parents are invited
and welcome to attend. Please see the attached text containing the proposed marked
with strike-throughs and underlines. Contact Karen Keegan at
karkidenkk@aol.com or 203.622.1778 with
any questions.
Read this doc on Scribd: By-Laws Proposed Revisions 2008 GREENWICH ACADEMY PARENTS ASSOCIATION BY-LAWS April 9, 2008 ARTICLE I NAME The name of the organization shall be the Greenwich Academy Parents Association (hereafter referred to as the Parents Association or the Association). ARTICLE II PURPOSE The purpose of the Parents Association shall be as follows: To help the administration, faculty and students in promoting the purposes of the Greenwich Academy, Inc. (hereafter referred to as the Academy) and to enhance school activities and facilities through service and fundraising. The Parents Association shall operate within the framework of policies established by the Board of Trustees of the Academy. The Board of Trustees of Greenwich Academy, Inc. is ultimately responsible for the activities and policies of the Parents Association. ARTICLE III A. MEMBERSHIP The membership of the Parents Association shall consist of all parents and guardians of students attending the Academy who have paid the annual association dues for the then current year. Membership shall also include the Head of the School, who shall not be required to pay any dues. In addition, the Board of Directors (hereafter referred to as the Board) of the Association may extend membership to other individuals upon a vote of the majority of the Board. Each member shall be entitled to one vote for the election of officers and directors or for such other matters as are submitted to the membership for vote. MEETINGS OF THE ASSOCIATION B. ARTICLE IV A. The Annual Meeting shall be held in April and special meetings shall be at such time and place as may be set by the President or by the majority of the Board or by not less than 100 members of the Association. Quorum. The members present, in person or by proxy, at any duly called meeting of members shall constitute a quorum, and except as otherwise required by law or by these By-Laws, the vote of a majority of the members present at any meeting shall decide any question brought before such a meeting. Any member not present in person at any meeting may vote by signed written proxy filed with the Corresponding Secretary prior to the commencement of the meeting. BOARD OF DIRECTORS B. C. ARTICLE V A. Membership The Board of Directors shall consist of the President, Vice President, Corresponding Secretary, Recording Secretary and Treasurer (hereafter referred to as the Officers), Assistant Treasurer, representatives from the Upper, Middle and Lower School (hereafter referred to as Division Representatives), up to four Membersat-Large, and the Chairpersons of the Standing Committees. B. Voting In the event that the Chairperson of a Standing Committee is unable to attend a Board meeting and that Committee has a Vice Chairperson or a Co-Chairperson(s), the Vice Chairperson or any one and only one Co-Chairperson from that Committee shall be entitled to vote for that Committee. In the event that a Committee does not have a designated Chairperson, any one and only one Co-Chairperson from that Committee who is able to attend a Board meeting shall be entitled to vote for that Committee. Nomination, Election and Terms Members of the Board shall be nominated by the Nominating Committee and shall be elected by the membership at the Annual Meeting. Each member of the Board so elected shall serve for a term of one year to commence at the close of the school year except as where otherwise specified. Duties The Board of the Parents Association shall direct and manage the business, properties and funds of the Association subject to the approval of the Board of Trustees. Any funds or property held in the name of the Association shall belong to The Greenwich Academy, Inc. The Board of Directors of the Association shall have the power to establish, amend and repeal the standing rules. C.B. D.C. ARTICLE VI A. OFFICE AND DUTIES President. The President shall be the chief executive officer of the Association and shall supervise the operation of the Association’s business and programs and shall be an ex officio member of all Board Committees except the Nominating Committee. The President shall preside at all regular and special meetings of the Board and of the Association and shall see that all resolutions and actions adopted by the Board are affected. The President shall serve as Chairperson of the Executive Committee. The President shall represent the Association on the Board of Trustees of The Greenwich Academy, Inc., as Trustee in accordance with the By-Laws of that Corporation. He or she shall be responsible for informing the Head of School about the activities and business of the Association. The President shall also perform such other duties as may be required by these By-Laws or as may hereafter be delegated by the Board of Directors. Vice President. The Vice President shall have such powers and perform such duties as the President or the Board may from time to time assign and shall perform such other duties as may be prescribed by these ByLaws. The Vice President shall serve on the Nominating Committee and shall be responsible for guiding and assisting the Division Representatives. At the request of the President, or in case of the President’s absence, the Vice President shall perform the duties of the President and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice President shall succeed to the office of President for the next consecutive term provided he or she is willing and able to so serve. B. C. Recording Secretary. The Recording Secretary shall record the proceedings of the Board at its meetings. He /she shall prepare minutes for distribution to all members of the Board by first submitting the minutes for approval to the President and the Vice President. The Recording Secretary shall be responsible for the nonfinancial records of the Association. Corresponding Secretary. The Corresponding Secretary shall provide notification to the Board of its meetings and shall distribute the minutes of the meetings to the Board. He/she shall prepare and distribute lists of Board Members and Class Representatives and keep current their names and addresses. The Corresponding Secretary shall prepare correspondence as directed by the President or the Board. Treasurer. The Treasurer shall be the financial officer of the Association. He/she shall oversee receipt of all the moneys of the Association, including annual membership dues, which shall be deposited in accounts of the Academy. The Treasurer shall authorize the Academy to make all disbursements subject to such regulations as the Board may promulgate. The Treasurer shall report on the financial condition of the D. E. Association whenever requested by the President or the Board. He /she shall present the Annual Budget for approval at the first fall meeting of the Board. The term of the Treasurer shall be one year. No individual shall serve more than two consecutive terms as Treasurer. ARTICLE VII A. COMMITTEES Powers. In addition to the Nominating Committee, the Board shall designate one or more special or standing committees. The Executive Committee shall consist of the Officers, the Assistant Treasurer, the Division Representatives and not more than one Member-at-Large only at the request of the President. Between meetings of the Board, the Executive Committee shall have and may exercise all the authority and powers of the Board except that it may not alter or amend these By-Laws. It shall have the power to fill any vacancies among the Officers. The Executive Committee shall monitor the financial condition of the Association and shall prepare recommendations for any allocation of Association funds to the Board for a vote thereon. The President shall serve as Chairperson of the Executive Committee and shall report on any actions or recommendations of the Executive Committee at the next meeting of the Board. Nominating Committee. The Nominating Committee shall consist of the Chairperson, the President, the Vice President, the three Division Representatives and not more than two Members-at-Large who shall serve only upon request of the Vice President. The Nominating Chairperson shall present a slate of candidates for the Officers and Members of the Board to the Members of the Association for election at the Annual Meeting; however, such slate must first be presented to the Head of School for approval. Other Committees. The Board may provide for committees, which shall then be governed by these ByLaws as applicable. MEETINGS B. C. D. ARTICLE VIII Regular meetings of the Board shall be held on such Wednesday mornings or at such other time and at such place as the President shall direct and upon not less than five days notice. ARTICLE IX ANNUAL DUES The Board shall annually determine an amount to be collected as a membership fee, and the dues shall be collected as directed by the Board. Only qualified individuals who have paid dues as required shall be entitled to membership in the Association unless otherwise excused by a vote of the Executive Committee. ARTICLE X AMENDMENTS TO BY-LAWS The By-Laws may be amended, repealed or modified or new By-Laws may be adopted by the affirmative vote of the majority of the Members of the Association present, in person, or by proxy, at a duly called meeting of the Members. Any notice of a meeting of the Members at which By-Laws are to be adopted, repealed or amended shall include the proposed changes and shall be made available to all Members for perusal not less than 21 days before the meeting.