Board of Trustees By-Laws
ARTICLE 1: NAME,
REGISTERED AGENT, PRINCIPAL OFFICE AND MISSION AND
INDEMNIFICATION
Section 1.01. Name.
The name of this
corporation is The Clarksville Academy.
Section 1.02. Registered Agent.
The registered agent of
The Clarksville Academy (hereinafter referred to as the
“Academy”) is the registered agent named in the Articles of
Incorporation of the Academy or such other registered agent
as may be designated, in accordance with the provisions of
law, from time to time by the Board of Trustees of the
Academy (hereinafter referred as the “Board”).
Section 1.03. Principal Office.
The principal office of
the Academy shall be 710 N. Second Street, Clarksville,
Tennessee 37040, or such other place as may be designated
from time to time by an action of the Board.
Section 1.04. Mission.
Clarksville Academy is an
independent, college preparatory school committed to the
development of academic and moral excellence in every
student.
Section 1.04a. Board Mission.
To assure a quality
education for generations of Clarksville Academy students by
securing and maintaining a sound financial foundation,
appointing and evaluating the Head of School and addressing
issues relevant to the long-term stability of the
institution.
Section 1.05. Indemnification.
The Academy may, by
resolution of the Board, provide for indemnification by the
Academy of any and all of its trustees or officers or former
trustees or officers, as well as other past and present
employees, agents or representatives of the Academy, against
expenses, including defense costs, actually, necessarily and
reasonably incurred by them in connection with any action,
suit or proceeding in which they or any of them are made
parties, or a party by reason of their having performed
services for the Academy except in relation as to matters as
to which any such individual shall be adjudged in such
action, suit, or proceeding to be liable for misconduct in
the performance of his services, or matters which are
settled by agreement predicated on the existence of such
liability.
ARTICLE 2: MEMBERSHIP, QUALIFICATIONS FOR MEMBERSHIP, TERMS
OF OFFICE, HONORARY TRUSTEES, ELECTION OF NEW MEMBERS
Section 2.01. Membership.
All members will sign
a code of ethics as attached.
The members of the
Board shall be elected to membership pursuant to these
by-laws.
The Board size shall
be no fewer than eleven (11) and no greater than fifteen
(15) voting members as deemed appropriate regarding the
goals, objectives and planned activities of the school.
The Board Chairman
will designate one board member who will attend each
meeting of the Clarksville Academy Parent Association.
The designee must call an alternate in the even that he
or she is unable to attend.
The Board will
conduct and host not less than two meetings per year
with Academy parents.
Section 2.02. Qualification for
Membership.
The qualifications of the
trustees are that they be citizens and residents of the
United States of America over the age 25 years. No trustee
may receive a salary from the Academy for his service as a
trustee. A trustee may be compensated by the Academy for
his, or her, travel, out-of-pocket and other expenses
incurred in serving as such trustee, provided that such
expenses have been approved by the Finance Committee of the
Board of Trustees. At least one parent and one alumnus
shall serve on the Board.
With the exception of the
Head of School, no member of the Academy’s staff or faculty
shall be elected to the Board of Trustees. The head of
school shall not have a voting right.
No trustee shall seek
employment with the Clarksville Academy unless a letter of
resignation from the Trustee has been submitted to the Chair
and has been duly accepted. The Head of School shall inform
the Board in a timely manner in any case that such a hire is
contemplated.
Section 2.03. Terms of
Office.
The terms of office
of the elected members of the Board shall be three (3)
years and shall expire in May of the third year by which
time their successors shall have been elected. The
terms of approximately one-third of the elected Board
members shall expire each year. No trustee shall be
allowed to serve more than six (6) consecutive years,
including any partial terms served, with the exception
of the Treasurer and Secretary or immediate past Chair
who may serve in those offices, without vote, during
their one year period of ineligibility. No trustee who
has served six consecutive years shall be eligible for
re-election as a voting member within a period of one
year from the end of the six year period.
Section 2.04. Honorary Trustees.
An honorary trustee may
be designated as a means of honoring an individual who has
shown outstanding support to the Academy or who has
exhibited exceptional service to the Academy, maintains a
presence in the community or has experience, background, or
technical knowledge that would benefit the school. Honorary
trustees are not placed on the active roster of the Board of
Trustees and are not expected to attend regular meetings of
the Board but may attend by invitation of the Board.
Section 2.05. Removal.
Any individual trustee
may be removed from office without cause by a two-thirds
vote of the Board entitled to vote at a special meeting of
the Board expressly called for that purpose or at the next
regularly scheduled board meeting. Such a special meeting
may be called by a petition signed by at least one-third of
the Trustees entitled to vote and presented to the Secretary
of the Board. Once the petition is presented to the
Secretary, the special meeting may be called within
twenty-one (21) calendar days giving at least ten (10) days
written notice to all Trustees identifying the purpose, time
and place of the special meeting or regular scheduled
meeting. In addition, any Trustee may be removed from
office if the Trustee misses three regularly scheduled
meetings of the Board by a majority vote of the remaining
Board members.
Section 2.06. Vacancies.
A vacancy on the Board
resulting from the death, resignation or removal of a
Trustee may be filled by an affirmative vote of the majority
of the remaining Trustees after being referred by the
Committee on Trustees. A Trustee elected to fill a vacancy
will be elected for the unexpired term of the predecessor
Trustee.
ARTICLE 3: MEETINGS
Section 3.01. Annual Meetings.
The annual meeting of the
Board of Trustees shall be held in Clarksville, Tennessee,
or at such other place as is designated by the Chair or Vice
Chair, in May of each year.
Section 3.02. Regular Meetings.
Regular meetings of the
Board of Trustees may be held at any such time on the call
of the Chair, or in the event of his or her absence,
inability or unwillingness to act, the Vice Chair or any
three Trustees. Said meeting may be held at any time and
place. Special meetings of the Board shall be held at least
quarterly, in three quarters not including the quarter in
which the annual meeting is held.
Section 3.03. Notice of Meetings.
A written notice of the
time and place of each annual meeting and each regular
meeting shall be given to each Trustee not less than seven
(7) days before such a meeting. Special meetings of the
Board may be held on two (2) days notice of the meeting,
said notice to be given personally by verbally, e-mail, or
mail. A meeting may be called on by the Chair, Vice Chair,
or any three (3) Trustees, with proper notice being waived
upon motion and second and duly voted upon at said meeting,
thereby declaring all action taken at said meeting valid as
though the usual notice had been given. All meetings may be
called in the same manner as an emergency meeting but with
proper notice.
Section 3.04. Business Transacted.
It shall be the duty of
the Chair to inform the Head of School of the business
transacted at any meeting at which the Head of School is not
present within seven (7) days after the meeting. Any
business of which a Trustee did not receive notice, but
which is passed on, (as in the case of being absent from a
meeting or not receiving notice of a meeting even though
notice was sent), shall be as valid as though transacted in
the presence of the Trustee so long as a properly assembled
majority of the Board of Trustees passed on such business.
Notice shall be given in the form of written minutes at the
next regular meeting at which time objections can be heard.
Section 3.05.
Quorum.
A majority of the voting
Trustees shall constitute a quorum. A majority of such
quorum present at the time and place of any meeting of the
Board of Trustees shall be sufficient to act upon any
proposition that may come before the Board, and any number
of Trustees less than quorum may adjourn a meeting from time
to time without further notice until a quorum attends.
Section 3.06. Attendance at Meetings.
All members of the Board
of Trustees are expected to and shall attend all meetings of
the Board.
Section 3.07. Voting Procedures.
a) Voting.
When a quorum is present
at a Board meeting, the majority vote of the Trustees
present at the meeting will determine any question brought
before the meeting, unless the question is one on which a
higher vote is required by law, the Articles of
Incorporation, or these By-Laws, in which case such higher
vote will be required. Only persons who are entitled to
vote pursuant to these By-Laws on the date on which notice
of a meeting is mailed will be entitled to vote at the
meeting unless some other day not less than ten (10) days
before the date of the meeting has been fixed by the Board
for determination of members of record.
When voting on any
question brought before the Board, each member shall be
entitled to one (1) vote and may not cumulate his or her
votes.
b) Voting by Voice or Ballot.
Voting by members will be
by voice, count or ballot as requested by any member.
c) Proxies.
Proxies are not
recognized at Board meetings either for the determination of
a quorum or for voting on motions presented to the Trustees
for their approval.
d) Consent of Absentees.
No defect in the calling
or notice of a Board meeting will effect the validity of any
action at the meeting if a quorum is present, and if either
before or after the meeting, each Trustee not present in
person or present only for the purpose of objecting to the
failure to properly give notice, consents to the holding of
the meeting, or approves the minutes thereof, and such
waiver, consent or approval is filed with the Academy
records or made a part of the minutes of the meeting.
e) Trustee Dissent.
A Trustee who is present
at a Board meeting at which action on any Academy matter is
taken and who does not vote in favor of such action will be
presumed to have assented to the action unless such Trustee
votes against the action or abstains from voting on the
action and said objection or abstention is noted in the
minutes of the Board.
f) Duality of Interest.
Any Trustee must disclose
to the Board prior to the beginning of the term of service
as a Trustee, and annually thereafter, any duality of
interest, including but not limited to the areas listed
herein. Prior to the initiation of any contract resulting
in a duality of interest, a Trustee must disclose to the
Board the nature and condition of the conflict of interest.
Duality of interest shall be defined as any contract or
commitment negotiated and entered into by the Board of
Trustees and any such business, corporation, or individual
that will result in the direct fiduciary gain by a Trustee
as a partner, owner, or employee of said business or
corporation, as a spouse of a partner, owner, or employee of
said business or corporation, or as an individual or spouse
of an individual entering into a fiduciary contract with the
Board of Trustees. Work-study appointments awarded to
Trustees or their immediate families shall be considered to
be subject to this disclosure requirement.
Any Trustee, upon
disclosure of said duality, shall not vote or use his
personal influence on the matter, and he shall not be
counted in determining the quorum of the meeting. Said
Trustee shall be excused from the meeting prior to the vote
of the Board. The minutes of the meeting shall reflect that
the disclosure was made, the abstention from voting, and the
body of the quorum.
To avoid all appearances
of impropriety, the Board of Trustees shall seek multiple
bids for contracts that would directly result in any duality
of interest for any Trustee. The result of such bids shall
be reviewed by the Finance Committee for recommendations to
the Board.
All new Trustees will be
advised of this policy prior to assuming the duties of the
office. It is the Trustees’ responsibility to keep the
Board advised of any duality of interest.
Section 3.08. Conduct of Meetings.
The Chairperson, or in
the Chairperson’s absence, the Vice Chairperson, will act as
chairperson of the meeting. The chairperson will conduct
the meeting in accordance with Roberts Rules of Order. The
Secretary of the Board or in the Secretary’s absence, the
person selected by the chairperson of the meeting, will act
as Secretary of the Board meeting. Proper decorum will be
maintained throughout the meeting.
ARTICLE 4: POWERS OF THE BOARD OF TRUSTEES
All of the affairs and
business of the Academy will be managed by the Board in a
manner consistent with these By-Laws and other applicable
state, local and federal constraints. The Board will focus
on: (a) strategic planning and the annual agendas derived
from the resulting planning document(s); (b) policy setting
and policy implementation consistent with and pursuant to
the planning document(s); and (c) employment and evaluation
of a Head of School who will function as the Chief
Operations Officer, on the Board’s behalf, of the
operations-level implementation of the planning document’s
component parts.
The Board may make
appropriate delegations of authority to the Board’s
Chairperson and/or to the Head of School and, to the extent
permitted by law, by appropriate resolution the Board may
authorize one or more Board committees to act on its behalf
when it is not in session.
In addition to the
general powers conferred by these By-Laws, the specific
powers of the Board will include, without limitation, the
power to:
a)
elect its officers from among the Board members;
b)
receive and hold by purchase, gift, etc., real or personal
property for educational purposes connected with or for the
benefit of the Academy;
c)
develop and revise as needed both an overall strategic plan
and a strategic financial plan derived therefrom, and, thus,
to develop revenue sources and to establish expenditure
systems consistent with the furtherance of the strategic
plan and the strategic financial plan;
d)
approve an annual budget consistent with the strategic
financial plan;
e)
fix compensation and benefits for the Head of School;
f)
conduct and provide an annual evaluation to the Head of
School;
g)
having hired the Head of School, either extend the Head of
School’s contract in a systematic and timely manner or, in
likewise manner, bring it to closure;
h)
grant and confer diplomas (via the Head of School and the
faculty) to those completing the Academy’s courses of study;
and
i)
amend these By-Laws as necessary.
ARTICLE 5: COMMITTEES
Section 5.01. Committee
Structure and Function.
Committee structure and
function will be determined annually by a process that
begins with the Board Chair’s reexamination of the strategic
plan. The Board Chair shall consult with the Head of
School, the Executive Committee, and the members of the
Board in the preparation of annual board agenda followed by
a determination of the exact committee structure most
appropriate for fulfilling that agenda.
Having in such manner
determined the Committee structure and Committee functions,
the Board Chair will appoint Committee Chairs, and in
consultation with the Committee Chair, develop lists of
Trustees and non-Trustees to fill the roles in each
Committee with the individuals best suited to advance that
Committee’s charge and thereby, the overall strategic plan
during the year. The Board Chair may remove a Committee
Chair or member with or without cause.
Although the strategic
approach mitigates against the concept of standing
committees, five committees are required to be renewed
annually regardless of the exact Board agenda that is
developed: Executive Committee, Committee on Trustees, Head
Evaluation Committee, Finance Committee, and
Development/Major Gifts Committee.
The Chair may then
designate committees as needed to carry out the strategic
plan.
Section 5.02. Special Committees.
Special committees may be
appointed as deemed necessary by the Chair of the Board of
Trustees.
Section 5.03. Terms of Committee Membership.
Chair and members of the standing committee
shall be appointed by the Chair of the Board of Trustees at
the beginning of each Board year to serve for that one
year. In the event a Committee Chair would like to add one
or more persons to his or her Committee, he may do so with
approval of the Board Chair.
A majority of the members
of all committees shall be chosen from among the members of
the Board. However, a minority of any standing Committee
may be chosen from non-Trustees. The Chair of each standing
Committee shall be a member of the Board of Trustees.
The Chair of the Board or
his or her designee and the Head of School shall be
ex-officio members of all Committees without Committee
vote. The Head and Chair shall receive notice of all
committee meetings. The Head of School shall not be a
member of the Head Evaluation Committee.
Standing Committees shall
at the direction of the Chair from time to time report their
activities to the Chair of the Board and the Board of
Trustees and shall make recommendations directly to the
Board on matters referred to them or falling within their
respective fields of interest. All Committees shall be
empowered to designate from among their members
sub-committees to perform such functions as necessary to
meet the objectives of the Committee. Anything to the
contrary notwithstanding, all members of the Executive
Committee shall be chosen from among the members of the
Board of Trustees.
Section 5.04. Executive Committee.
The Executive Committee
shall make recommendations only to the Board of Trustees
regarding the management of the business and affairs of the
corporation except in instances when power to act in the
name of the corporation has been specifically authorized by
the Board of Trustees. Minutes of each meeting of the
Executive Committee shall be presented at the next meeting
of the Board of Trustees for ratification or such action as
deemed necessary by the Board of Trustees. All members of
the Executive Committee shall serve on the Finance
Committee. The Board Chair shall be Executive Committee
Chair.
The Executive Committee
shall be comprised of the Chair, Vice Chair, Secretary,
Treasurer, and immediate past Chair.
Section 5.05. Committee on Trustees.
A Committee on Trustees
will be formed for the purposes and activities listed
following:
(1)
The Committee on Trustees will periodically review the
strategic plan to ascertain what sort of people, by
experience, by profession, by education and training and
interpersonal skills will fulfill the Board’s personnel
needs in upcoming years.
(2)
The Committee on Trustees will then profile the Board,
listing the ideal characteristics implicit in the most
appropriate members needed for the fulfillment of the
strategic plan’s goals (e.g., expertise in finance, land
development, non-profit marketing, non-profit management,
plant maintenance and access to a variety of affluence
networks).
(3)
The Committee on Trustees will then identify individuals
whose characteristics and backgrounds (cumulatively) fulfill
the Board’s personnel needs.
(4)
The Committee on Trustees will then formulate a cultivation
plan to bring those individuals to eventual Board (and/or
Board committee) membership.
(5)
The Committee on Trustees will oversee the cultivation
process.
(6)
The Committee on Trustees will, at the appropriate time,
nominate cultivated individuals for Board and/or Board
committee membership.
(7)
The Committee on Trustees in cooperation with the Head of
School and the Board Chair will devise and implement an
annual Board orientation session(s) for the newly elected
members.
(8)
The Committee on Trustees will conduct an evaluation of the
Board on (at least) an annual basis. This evaluation will
be based upon the level of excellence with which the Board
will have met its annual Board agenda. The evaluation will
focus upon the Board’s overall success but will include
individuals and individual committees (including the Board
Chair and the Executive Committee) as needed and as
appropriate. The objective of the evaluation will be the
ongoing strengthening of the Board.
Section 5.06. Head Evaluation Committee.
The Head Evaluation
Committee will work in concert with the Head of School to
delineate several annual major objectives for the Head of
School, each of which clearly advances the strategic plan
and/or corrects an operations-level weakness or problem.
The Head Evaluation
Committee shall conduct an annual evaluation of the Head of
School, using agreed upon criteria, and report the results
of that evaluation to both the Head of School and the Board
of Trustees.
Section 5.07. Finance Committee.
A Finance Committee shall
be appointed by the Board Chair in order to develop the
details of a strategic financial plan (a subset of the
overall strategic plan), and to develop and recommend to the
full Board an annual operations budget that will conform to
and efficiently advance the strategic plan and its financial
components.
Section 5.08. Development/Major Gifts Committee.
A Development/Major Gifts
Committee shall be appointed by the Board Chair in order to
develop the details of an overall external affairs and
institutional advancement framework consistent with, and in
furtherance of, the strategic plan. As circumstances
warrant, the major gifts program may be organized under a
separate subcommittee, reporting to the Development
Committee.
Section 5.09. Other Committees.
In addition to standing
committees, the Chair of the Board of Trustees shall appoint
such committees and designate such members as shall be
required to investigate, formulate, or implement the
policies of the Board and such committees shall operate in
accordance with the above description.
ARTICLE 6: OFFICERS OF THE CORPORATION
Section 6.01. Officers.
The officers of the
corporation shall consist of a chair, a vice chair, a
secretary, a treasurer, and such additional assistance to
any of the foregoing or other officers as may be appointed
by the Board of Trustees.
Section 6.02. Chair’s Powers and Duties.
The Chair of the
corporation shall be the Chair of the Board of Trustees. He
or she shall preside at all meetings of the Trustees and
Executive Committee at which he or she is present. He or
she shall, when directed by the Board of Trustees, sign with
the proper officers of the corporation all contracts,
securities and other obligations of the corporation in the
name of the corporation. He or she shall perform such
other duties as may from time to time be assigned to him or
her by the Board of Trustees and shall have a general
oversight over the affairs and finances of the Academy and
keep the board informed.
Section 6.03. Vice Chair.
In the event of the
absence or disability of the Chair, the duties of the office
of Chair shall be fulfilled by the Vice Chair.
Section 6.04. Secretary.
The Secretary shall keep
the minutes of all meetings of the Board of Trustees and of
the Executive Committee. He or she shall attend to the
giving and serving of all notices for the corporation. He
or she shall attest the signatures of the proper officers to
all contracts and securities in the name of the
corporation. He or she shall perform all duties incident to
the office of the Secretary, subject to the control of the
Board of Trustees, and such other duties as may from time to
time be imposed upon him or her by the Board of Trustees,
the Executive Committee, or the Chair.
Section 6.05. Treasurer.
The Treasurer shall have
responsibility for funds and securities of the corporation
which may come into his or her hands and shall, if required
by the Trustees at any time, give such bond as the Board of
Trustees or the Chair may require. The Treasurer shall
also prepare or cause to be prepared and shall present to
the Board of Trustees at its regular, called and annual
meeting a complete financial report and balance sheet
showing the gross and net income and operating expenses of
the corporation for the same period. The Treasurer shall
also, whenever required by the Board of Trustees or the
Chair, render a statement of the finances of the corporation
to them or to the Chair.
Section 6.06. Resignation, Ineligibility to Serve, Death.
If the Chair resigns,
becomes ineligible to serve or dies, the Vice Chair shall
immediately assume the chairmanship and shall serve in this
capacity for the remainder of the unexpired term. If the
Vice Chair resigns, becomes ineligible to serve or dies, a
Chair as well as a Vice Chair shall be elected at the next
meeting of the Board of Trustees.
Section 6.07. Election, Term of Office, Qualifications.
Officers shall be elected
at the December meeting of the Board from among the Trustees
to serve in the following year. They shall assume their
positions at the same time the newly elected Trustees assume
their positions and shall serve until they are succeeded,
removed from office, resign or deceased. Officers of the
Board, other than the Chair, may succeed themselves an
unlimited number of times. The Chair of the Board may not
serve as Chair for more than two (2) consecutive years but
may be reelected if an intervening period of at least twelve
(12) months transpires during which he or she is not serving
as Chair. No person may be more than one officer of the
Academy at the same time. Should an officer be removed from
office by a meeting of the Board, his replacement shall be
elected at that same meeting or at a following special
meeting of the Board. Should an officer resign, the Board
may either elect a replacement by a majority vote at a Board
meeting at which a quorum or at a special meeting of the
Board called expressly for that purpose.
Section 6.08. Removal of Officers.
Any officer may be
removed from office with or without cause by a two-thirds
vote of the members entitled to vote at a special meeting of
the Board expressly called for that purpose. Such a special
meeting may be called by a petition signed by at least
one-third (1/3) of the Trustees entitled to vote and
presented to the Secretary of the Board. Once the petition
is presented to the Secretary, the special meeting of the
Board must be called within twenty-one (21) calendar days
and at least ten (10) days written notice to all members
identifying the purpose, place, and time of the special
meeting. New officers may be elected at the special meeting
of the Board to fill the unexpired term of the officer(s)
removed from office. No other business may be conducted at
the special meeting of the Board unless it was identified in
the meeting notice.
ARTICLE 7: OFFICIALS OF THE ACADEMY
Section 7.01. Head of School.
The Head of School shall
be the chief administrative official of the Academy and
shall carry out the mission of the school, meet the
strategic goals, and enforce the operational policies
established by the Board of Trustees. He or she shall be an
ex-officio member of the Board of Trustees without
vote. He or she shall be an ex-officio member,
without vote, of each committee – standing or temporary –
except the committee to recommend salary or other provisions
of the Head of School’s contract. Carrying out the policies
established by the Board of Trustees, the Head shall have
broad powers which include the general supervision over the
academic and administrative operations of the Academy;
directing and prescribing the course of study and
discipline, including the reasonable application of
punishment, to be observed therein; employing and, subject
to the condition in this section hereafter set forth,
discharging for cause all personnel under his or her
supervision and prescribing their duties, salaries, and
terms of office; preparing and submitting to the Board of
Trustees annually and in no event later than the last Board
meeting of the academic year a proposed budget for the
operation of the Academy for the next academic year.
Any person employed by
the Academy under a contract of employment for a term of one
year or more who has been discharged by the Head of School
shall have the right within twenty-one (21) days thereafter
to file a written application with the Executive Committee
of the Board of Trustees for a review of his or her
discharge. Where such an application for review has been
made to the Executive Committee of the Board of Trustees,
the employee may be reinstated only after investigation and
report by the Board of Trustees at a special meeting to be
held within twenty-one (21) days following the filing of the
application.
ARTICLE 8: AMENDMENTS
Section 8.01. By-Laws Amendments.
New by-laws may be
adopted or these by-laws amended or appealed by an
affirmative vote of two-thirds of the full Board, provided
that the proposed changes are distributed in writing to the
full Board thirty (30) days in advance of any meeting at
which changes are to be considered.
ARTICLE 9: DISSOLUTION
In the event of the
dissolution or final liquidation of the corporation,
none of the property of the corporation nor any of the
proceeds thereof shall be distributed to or divided
among any of the Trustees of the corporation to inure to
the benefit of any individual. After all liabilities
and obligations of the corporation have been paid,
satisfied, and discharged, or adequate provision has
been made therefore, all remaining property and assets
of the corporation shall be distributed to one or more
non-profit organizations that meet the following
criteria:
a. such
organizations shall be organized and operated
exclusively for charitable, scientific, research or
educational purposes.
b. transfers
of property to such organizations shall, to the extent
then permitted under the statutes of the United States,
be exempt from federal gift, succession, inheritance,
estate, or death taxes (by whatever name called);
c. such
organizations shall be exempt from federal income taxes
by reason of §501(c)(3) of the Internal Revenue Code of
1954 (or the corresponding provision of any subsequent
federal tax law).
ARTICLE 10: MISCELLANEOUS PROVISIONS
Section 10.01. Authority to Execute Documents and
Instruments.
The Board, except as
otherwise provided in these by-laws, may authorize any
director, officer, employee or agent to enter into any
contract or execute and deliver any instrument in the name
of and on behalf of the Academy, and such authority may be
general or confined to specific instances; and, unless so
authorized (including authorization by other provisions of
these by-laws), no director, officer, agent, or employee has
any power or authority to bind the Academy by any contract
or engagement or to pledge its creditor to render it liable
for any purpose or in any amount.
Section 10.02. Inspection of Books and Records.
The books and records of
the Academy will be available for inspection as authorized
by the Board or any government agency as necessary except
for: (i) items that would allow one to deduce who is
receiving financial aid; (ii) items relating to the
evaluation of specific Academy employees’ performance unless
it becomes an issue of discharge or litigation; and, (iii)
student grades, evaluations, and disciplinary records unless
they become part of a Board inquiry. In no case, will
information expressly required by statute to be made
available be withheld. Trustees may examine such books and
records at all reasonable times in accordance with the
policies and procedures established by the Board for such
access.
Section 10.03. Fiscal Year.
The fiscal
year of the Academy shall be from August 1 to the following
July 31.
Section 10.04. Method of Accounting.
The Academy’s books will
be kept under such methods of accounting as described by
law, GAAP as established from time to time by the Board.
Financial statements and reports will be prepared monthly
working from the Academy’s records in accordance with the
policies and procedures established by the Board for such
reports.
Section 10.05. Relation to Applicable Law and Articles of
Incorporation.
These By-Laws are subject
to, and governed and controlled by, in the following order,
applicable law and the Articles of Incorporation.
Section 10.06. Non-Discrimination Policy.
The Academy shall admit
students of any race, color, or national or ethnic origin to
all the rights, privileges, programs and activities
generally accorded or made available to students of the
Academy. The Academy shall not discriminate on the basis of
race, color or national or ethnic origin in administering
its educational policies, admissions policies, scholarships,
loan programs, athletic programs, if any, and any of its
other programs and policies.
The Academy shall not
discriminate on the basis of race, color or national or
ethnic origin in the employment of its faculty,
administrative staff and other employees, and shall act, and
maintain actions consistent with laws imposed by governing
authorities to which it is subject.
