Naval Academy Primary School
ARTICLE 6. Board of Directors

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6

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.

 

 

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