6. BOARD
OF DIRECTORS
6.1
Association
Business. The business and affairs of the Association shall be managed
under the direction of the Board.
All Association powers, enumerated and not enumerated herein, may be
exercised by or under the authority of the Board except as these Bylaws or
other proper authority specifically reserve to Association members.
6.2
Board
composition. The Board shall consist of a minimum of
nine and maximum of ten voting officers.
The Board comprises a President, Treasurer, Secretary, Personnel
Director, Facilities Director, one or two Fundraising Director(s), Director of
Communications, the Director of the Primary School, and the Faculty and Staff
Representative.
6.3
Simultaneous
occupancy of Board position prohibited. No one may occupy more
than one position on the Board simultaneously.
6.4
Special
qualifications for Treasurer. The Treasurer must possess demonstrated expertise in
accounting, bookkeeping and taxation.
6.5
Duties,
functions and responsibilities of Board officers.
6.5.1
President. The
President shall preside at Association and Board meetings. The President, with the advice of the
Board, may appoint subcommittees of the Board and Association. The President
will serve as the Primary Schools primary liaison with the U.S. Naval Academy,
state and local officials, the Annapolis community, and other external
organizations.
6.5.2
Personnel
Director. The Personnel Director, in consultation with the Primary
School Director, shall oversee personnel-related matters at the Primary School.
The Personnel Director together with the Primary Schools Director may hire
properly qualified faculty and staff.
The Personnel Director together with Primary Schools Director may
dismiss faculty and staff. The
Personnel Director shall supervise the preparation and annual review of the
Primary School Faculty and Staff Handbook [Faculty Handbook]. The Personnel Director shall submit the
Faculty Handbook to the Board for approval annually. The Personnel Director shall also fulfill the duties of
President during the Presidents absence from any Board or Association meeting. For purposes of state law, the Personnel Director is the Vice-President
of the Primary School Board of Directors.
6.5.3
Facilities Director. The
Facilities Director shall oversee and direct the maintenance and improvement of
the Primary Schools facilities, equipment, and grounds. Procurement and repair of equipment,
other than that of an emergency nature, shall be made with the express approval
of the Board. The Facilities
Director, in consultation with the Primary School Director, shall formulate a
yearly facilities development and maintenance plan for the Primary School. The Facilities Director may liaison
with the Naval Academy Public Works and Safety Departments regarding Primary
School facilities, equipment and grounds.
6.5.4
Fundraising
Director(s). The Fundraising Director(s) shall
direct and supervise all fundraising activities by the Association. One or two individuals at the Boards
discretion may serve this position.
The Fundraising Director shall formulate a yearly fundraising plan,
appoint and coordinate fundraising activity chairpersons, and maintain
financial records for all fundraising activities. The Fundraising Director shall ensure that funds generated
by school activities are promptly delivered to the Treasurer or the Treasurers
designated agent for proper treatment.
The Fundraising Director will work closely with the Primary School
Endowment Fund Director to coordinate their fundraising efforts.
6.5.5
Director of
Communications. The Director of Communications shall
oversee all corporate communication activities of the Association, Board and
Primary School. The Director of
Communications, in consultation with the Primary School Director, shall formulate
a yearly public relations plan for the school. All public relations and communications activities of the
Association, Board and Primary School shall be reviewed and approved by the
Board. The Director of
Communications may liaison with appropriate agencies, businesses and
organizations regarding the Association, Board and Primary School.
6.5.6
Secretary. The
Secretary is responsible for preparation and distribution of Board meeting
agendas, minutes of all Association and Board meetings, soliciting, receiving
and verifying signatories to nominations for Association offices, preparing
election materials, and other duties as directed by the President or the
Board. The Secretary is authorized
to sign or acknowledge any document on behalf of the Board.
6.5.7
Treasurer. The
Treasurer shall direct and oversee the financial operations of the Association,
Board and Primary School. The
Treasurer oversees the receipt of all Primary School funds and the expenditure
of all funds necessary for the operation of the Primary School. The Treasurer, in consultation with the
Primary School Bookkeeper and any hired consultants, shall be responsible for
the maintenance of accurate financial records for the Association, Board and
Primary School. The Treasurer
shall present a written report of the Associations financial status at all
regular Association meetings, and shall present a financial status report of
the Association, Board and Primary School at each regular Board meeting. The Treasurer shall ensure the timely
submission of proper state and federal tax returns prepared by the Primary
School Bookkeeper or hired accountants, and any other business records as
required by competent authority.
The Treasurer shall ensure that an independent audit of the Primary
Schools financial operations and accounts is conducted annually. Members of the Board and employees of
the Primary School are not eligible to conduct this audit. Audits shall be conducted in keeping
with generally accepted principles of accounting. The Treasurer or designated agent shall make all deposits
for the Naval Academy Primary School Endowment Fund [Endowment Fund]. With prior approval of the Board, the
Treasurer shall make all distributions from the Endowment Fund. In cooperation with the Endowment
Director, the Treasurer shall present an Endowment Fund status report at each
Board meeting, and shall present a written Endowment Fund status report at
regular Association meetings.
6.5.8
Director of the
Naval Academy Primary School. The Primary School Director shall
oversee the Primary School and supervise all matters concerning the day-to-day
operation of the school in accordance with the Association and Faculty
Handbooks, the Primary Schools operating budget and the Strategic Plan
approved by the Board. The Director,
together with the Personnel Director, may hire and dismiss personnel as may be
required to ensure the Primary Schools proper operation. The Primary School Director is also
responsible for other duties prescribed to that position as outlined within these
Bylaws. The Primary School
Director holds a position on the Board as long as that individual is employed
as the Director.
6.5.9
Faculty and
Staff Representative. The faculty and staff will select a
salaried Primary School employee to serve on the Board as a Faculty and Staff
Representative. The Faculty and
Staff Representative will function as a conduit for information between the
Board and Primary School faculty and staff.
6.6
Advisors to the
Board of Directors. The Board may be assisted in its business and
deliberations by two nonvoting advisors: the Primary School Endowment Fund
Director and the Primary School Alumni Representative.
6.6.1
Naval Academy Primary School Endowment
Director. The Endowment Fund Director shall be selected by and serve
at the discretion of the Board.
The Endowment Fund Director need not be a member of the Association and
may be compensated for services to the Association and Board. The Endowment Fund Director, with prior
approval of the Board, shall direct and oversee all fundraising for the
Endowment Fund. The Endowment Fund
Director shall assist the Treasurer in submitting all required reports relating
to the Endowment Fund. Selection
of the Endowment Fund Director shall take place during an Executive Session of
the Board.
6.6.2
Alumni
Representative. The Board may select a Primary School
Alumni Representative who is at least 18 years of age and attended the Primary
School as a student, to serve at the discretion of the Board. The Alumni Representative shall assist
the Board in outreach efforts to the Naval Academy and Annapolis communities. As approved by the Board, the Alumni
Representative may liaison with local business, civic and community leaders to
benefit the Association, Board and Primary School. Selection of the Alumni Representative shall take place
during an Executive Session of the Board.
6.7
Term of
office. Board members, except the Primary School Director and
advisors to the Board designated in Section 6.6, shall be elected to a 24-month
term.
6.8
Board Elections.
6.8.1
Classes of
directors. The Board shall be composed of directors from two
classes. Class A Directors
comprise the President, Secretary and Facilities Director. Class B Directors comprise the
Treasurer, the Personnel Director, the Fundraising Director(s), and the
Director of Communication. All
members of the Board shall observe and be vested with the rights, privileges
and responsibilities prescribed by these Bylaws. Director class pertains only to the date of the election to
office.
6.8.2
Date of
elections. Class A Directors shall be elected at the regular Spring
Association meeting in years that end with an even number. Class B Directors shall be elected at
the regular Spring Association meeting in years ending an odd number.
6.8.3
Nominations by
the Board or Association; timing of nomination. The
Board may nominate Association members in good standing for election to Board
positions. Association members in
good standing can nominate any other Association member in good standing for
election to Board positions after presenting a nomination petition bearing the
verified signatures of five percent of the Association members in good
standing. All nominations for the
Board shall be presented to the Secretary no less than 14 days before the
election. The Secretary shall
verify the good standing of signatories to nominating petitions.
6.8.4
Notice of
candidates for election. The Secretary shall ensure that
Association members receive notice of all properly nominated candidates for the
Board no less than five days before the scheduled election. This notice will contain a biographical
description of each candidate prepared under the direction of the Secretary and
approved by the President, Director of Personnel and the Primary School
Director. This notice may include
Board recommendations regarding Board candidates and Association business.
6.8.5
Election
campaigning. Candidates for the Board may campaign for election
during the 14 days preceding the election. Candidate prepared campaign materials may be posted in
designated locations selected by the Board. Campaigning during designated arrival and dismissal times
for students shall be conducted so as to not interfere with students.
6.8.6
Disruptive
campaign practices prohibited; cease and desist order; special meeting of the
Board. Campaign practices disruptive to the good order and business
of the Primary School are prohibited.
Candidates for Board election shall immediately terminate any identified
campaign practice upon the Presidents initial determination that the practice
violates these Bylaws. If the
candidate so desires, the Presidents cease and desist order shall be reviewed
at a special Board meeting pursuant to Section 8.5 called by the current
President within 24 hours of the candidates request. At this special meeting
the Board shall evaluate and make a final determination by majority vote
whether the practice violates these Bylaws. Board determinations regarding campaign practices are final
and the Board shall reconsider the matter only in cases of changed
circumstances or fraud.
6.8.7
Plurality vote
required for election; election by acclamation. The vote required
for election to the Board, except in the case of the Primary School Director,
is a plurality of the votes cast, in person or proxy, by members of the
Association in good standing at the Association meeting. If a candidate for election to the
Board is unopposed, the candidate may be elected by acclamation of the
Association members in good standing attending the Association meeting.
6.8.8
Board
certification of election results.
The Board must certify the
results of any election. If voting
irregularities are disclosed, the election may not be certified and another
vote must be taken at a special Association meeting pursuant to Section 5.2.
6.8.9
Assumption of
office. Newly elected Board members shall assume their positions on
the 15th of May.
6.8.10 Board vacancies. The Board may
appoint from within or without the Association membership, an interim member to
replace a Board member who leaves the Board before his or her term
expires. Interim Board members
shall serve until the next regularly scheduled election for the seat to which
they have been appointed. Interim
Board members shall be vested with the authority and responsibility of a
regularly elected Board member.
6.8.11 Faculty and Staff Representative selection. The
Faculty and Staff Representative will be selected at a meeting of all Primary
School employees conducted within 30 days of April 15th on the
schedule prescribed for Class A Directors pursuant to Section 6.8.1. The faculty and Staff Representative
will be elected by majority vote to a 24-month term of office. The Faculty and Staff Representative
will assume office pursuant to Section 6.8.9. In the event that a Faculty and Staff Representative leaves
the Board before his or her term expires, the Primary School Director will
appoint a salaried member of the Primary School faculty or staff to serve as
interim Faculty and Staff Representative until such time as a replacement
election can be conducted by NAPS employees. A replacement Faculty and Staff Representative will remain
in office until the conclusion of the term of office for his or her regularly
elected predecessor.
6.9
Removal of
Directors.
6.9.1
By majority vote
of the Association. With the exception of the Primary
School Director, the Association members may remove any Board director by the
affirmative vote of a majority of all Association members in good
standing. The Primary School
Director may be dismissed by a majority vote of the Board.
6.9.2
Failure to
remain in good standing on Board members. Board members found not in
good standing by the Board shall be removed from the office by virtue of that
determination.