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GREENWICH ACADEMY PARENTS ASSOCIATIONBY-LAWSApril 9, 2008ARTICLE I NAMEThe name of the organization shall be the Greenwich Academy Parents Association (hereafter referred to as theParents Association or the Association).ARTICLE II PURPOSEThe 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 andfundraising.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 forthe activities and policies of the Parents Association.ARTICLE III MEMBERSHIPA. The membership of the Parents Association shall consist of all parents and guardians of students attendingthe Academy who have paid the annual association dues for the then current year. Membership shall alsoinclude 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 otherindividuals upon a vote of the majority of the Board.B. Each member shall be entitled to one vote for the election of officers and directors or for such other mattersas are submitted to the membership for vote.ARTICLE IV MEETINGS OF THE ASSOCIATIONA. The Annual Meeting shall be held in April and special meetings shall be at such time and place as may beset by the President or by the majority of the Board or by not less than 100 members of the Association.B. Quorum. The members present, in person or by proxy, at any duly called meeting of members shallconstitute a quorum, and except as otherwise required by law or by these By-Laws, the vote of a majorityof the members present at any meeting shall decide any question brought before such a meeting.C. Any member not present in person at any meeting may vote by signed written proxy filed with theCorresponding Secretary prior to the commencement of the meeting.ARTICLE V BOARD OF DIRECTORSA. MembershipThe Board of Directors shall consist of the President, Vice President, Corresponding Secretary, RecordingSecretary and Treasurer (hereafter referred to as the Officers), Assistant Treasurer, representatives from theUpper, Middle and Lower School (hereafter referred to as Division Representatives), up to four Members-at-Large, and the Chairpersons of the Standing Committees.
 
B. VotingIn the event that the Chairperson of a Standing Committee is unable to attend a Board meeting and thatCommittee has a Vice Chairperson or a Co-Chairperson(s), the Vice Chairperson or any one and only oneCo-Chairperson from that Committee shall be entitled to vote for that Committee. In the event that aCommittee does not have a designated Chairperson, any one and only one Co-Chairperson from thatCommittee who is able to attend a Board meeting shall be entitled to vote for that Committee.C.B. Nomination, Election and TermsMembers of the Board shall be nominated by the Nominating Committee and shall be elected by themembership at the Annual Meeting. Each member of the Board so elected shall serve for a term of one yearto commence at the close of the school year except as where otherwise specified.D.C. DutiesThe Board of the Parents Association shall direct and manage the business, properties and funds of theAssociation subject to the approval of the Board of Trustees. Any funds or property held in the name of theAssociation shall belong to The Greenwich Academy, Inc.The Board of Directors of the Association shall have the power to establish, amend and repeal the standingrules.ARTICLE VI OFFICE AND DUTIESA. President. The President shall be the chief executive officer of the Association and shall supervise theoperation of the Association’s business and programs and shall be an ex officio member of all BoardCommittees except the Nominating Committee. The President shall preside at all regular and specialmeetings of the Board and of the Association and shall see that all resolutions and actions adopted by theBoard are affected. The President shall serve as Chairperson of the Executive Committee. The Presidentshall represent the Association on the Board of Trustees of The Greenwich Academy, Inc., as Trustee inaccordance 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 otherduties as may be required by these By-Laws or as may hereafter be delegated by the Board of Directors.B. Vice President. The Vice President shall have such powers and perform such duties as the President or theBoard may from time to time assign and shall perform such other duties as may be prescribed by these By-Laws. The Vice President shall serve on the Nominating Committee and shall be responsible for guidingand assisting the Division Representatives. At the request of the President, or in case of the President’sabsence, the Vice President shall perform the duties of the President and when so acting shall have all thepowers 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 sheis willing and able to so serve.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 forapproval to the President and the Vice President. The Recording Secretary shall be responsible for the non-financial records of the Association.D. Corresponding Secretary. The Corresponding Secretary shall provide notification to the Board of itsmeetings and shall distribute the minutes of the meetings to the Board. He/she shall prepare and distributelists of Board Members and Class Representatives and keep current their names and addresses. TheCorresponding Secretary shall prepare correspondence as directed by the President or the Board.E. Treasurer. The Treasurer shall be the financial officer of the Association. He/she shall oversee receipt of allthe 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 suchregulations as the Board may promulgate. The Treasurer shall report on the financial condition of the
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