Bylaws
BYLAWS
OF
LAS CRUCES ACADEMY, INC.
ARTICLE I - BOARD OF TRUSTEES
SECTION 1. Election of Trustees
Except as provided for elsewhere in the By-laws, tenure of a member on the Board of Trustees shall be three years, with approximately one third of the members being elected each year. The term of office shall begin with the Autumn Annual Meeting following elections. Election shall be via a secret ballot by a simple majority of the entire Board of Trustees then in office. Potential Trustees shall be elected in the special summer meeting of the Board, except as provided for elsewhere in the By-laws. Names and qualifications of nominees shall be provided by the Nomination Committee. A call for potential nominees shall occur during the Open Spring Meeting.
In special circumstances, the Board may request that a new member accept a term of one or two years in order to insure that one third of the members end their term each year. The acceptance of such a shortened term shall be considered as a benefit to the entire board. If no individuals shall agree to accept shorter terms, one or more shortened terms shall be assigned by lottery.
SECTION 2. Election and Appointment of Ex-officio Members
Ex-officio members of the Board may attend all regular meetings of the Board and may speak at them; however they shall have no vote in regular matters. The term of an ex-officio member is one year. The Parents Association, the Faculty Association, the Student Association, the museum, and the Outreach Program may each elect one ex-officio member annually between the regular Spring and Autumn Board meetings, unless expressly authorized otherwise by a simple majority of the board. When sufficient students have graduated from the Academy to merit forming an Alumni/Alumnae Association, that Association may similarly elect an ex-officio member. The Director may appoint one or more ex-officio members with annual terms at his/her discretion at any time of the year.
SECTION 3. Vacancy on the Board of Trustees
Any vacancy on the Board of Trustees may be filled by a simple majority vote of the remaining Trustees, through a special election at the Board's earliest convenience by secret ballot. The Trustee so elected must have been nominated at a previous meeting, and once elected shall serve until the expiration of the term of the Trustee whom he/she replaced.
SECTION 4. Resignation and Removal of Trustees and Ex-officio Members
- Any member or ex-officio member of the Board of Trustees may resign by delivering a written notice to the Chairman of the Board, to a meeting of the Board of Trustees, or to the principal office of the Academy. Such resignation shall be effective upon receipt (unless specified to be effective at some other time), and acceptance thereof shall not be necessary to make it effective unless it so states.# If any Trustee or ex-officio member, after being notified by the Secretary or Chairman of failure to attend two consecutive meetings of the Board without excuse, shall fail to present an excuse acceptable to a simple majority of the Board at the next meeting of the Board, said Trustee or ex-officio member shall be deemed to have resigned. However, any absence may be excused by a simple majority of the Board.
- Any member of the Board of Trustees may be removed from office, with or without cause, at any meeting of the Board by affirmative vote of two-thirds of the Trustees then in office by secret ballot.
- Any ex-officio member may be removed from their position, with or without cause, at any meeting of the Board by affirmative vote of a simple majority of the Trustees then in office by secret ballot.
ARTICLE II - DUTIES OF THE BOARD OF TRUSTEES
SECTION 1.
The Board of Trustees shall have and exercise the corporate powers expressly prescribed by law, as well as those included in these by-laws and in the Articles of Incorporation.
SECTION 2.
The Board of Trustees shall establish the financial needs of the Academy and the Outreach and museum programs, and oversee the raising of the required funds. The Board of Trustees shall review and approve the budgets of the Academy and its programs, and supervise the management of the endowment and all funds of investments. The fiscal year of the Corporation shall begin on 1 July of each year.
SECTION 3.
The Board of Trustees shall authorize changes in tuition and fees charged by the Academy, and any such charges for the Outreach and museum programs.
SECTION 4.
The Board of Trustees shall grant and confer such diplomas, certificates, or other honors on behalf of Las Cruces Academy and the Outreach and museum programs, as are usually granted by any school, academy, museum, or educational program in the United States, upon recommendations of the faculty and staff.
SECTION 5.
The Board of Trustees shall appoint the Director of the Academy, who shall be the Chief Executive Officer of the Academy. The term of the Director shall be specified by the Board at the beginning of his/her term. The Director may be removed for just cause by vote of two thirds of the Trustees then in office.
SECTION 6.
The Board of Trustees shall adopt and use a corporate seal. The form of the seal may be altered from time to time as deemed appropriate. If it is deemed appropriate, seals for the Outreach program and the museum may be similarly adopted and used.
ARTICLE III - MEETINGS OF THE BOARD OF TRUSTEES
SECTION 1.
There shall be a minimum of three regular meetings of the Board of Trustees annually. At least one meeting shall be held every Autumn, Winter, and Spring on such date and place as may be designated by the Board or the Chairman of the Board.
Every year possible, there shall be an additional special Summer meeting on such date and place as designated by the Board or Chairman of the Board. The purpose of this meeting shall be for the election of Trustees to the Board. If this meeting is not possible, election shall be by secret mail-in ballot.
SECTION 2.
Special meetings may be held at any time or be called by the Chairman, the Director of the Academy, or any two Trustees.
SECTION 3.
A majority of the Board of Trustees shall constitute a quorum for the transaction of business.
SECTION 4.
The Secretary or Chairman shall notify the Trustees of the time and place of meetings by written notice, to be mailed, emailed, or otherwise delivered to be emailed, at least ten days prior to the time of the meeting. In the absence of the Secretary and Chairman, notice may be given by any officer or the Director.
SECTION 5.
The Director, the Treasurer, and all committees shall report to the Board of Trustees at each meeting, and they may be required to report at other times by the Board of Trustees. The records of the Treasurer and Secretary shall be open to inspection at all reasonable times by any Trustee upon his/her request.
SECTION 6.
At the Spring meeting of the Board of Trustees, parents of currently enrolled students, faculty members currently employed, and the members of the Board of Advisors shall be invited to hear annual reports of Board Committees and the Administration. A notice signed by the Chairman of the Board, stating time and place of the meeting, shall be mailed, emailed, or otherwise delivered to parents, faculty members, and advisors not less than ten days before the meeting.
ARTICLE IV - ACTION WITHOUT FORMAL MEETING
Any action required or permitted to be taken by the Board of Trustees, or by any committee thereof, may be taken without a formal meeting. Meetings may be conducted by mail, email, telephone, fax, or in any other way the Trustees shall decide. However, a written consent, setting forth the action so taken and signed by all necessary members of the Board, or of a committee, as the case may be, must be filed in the Minutes of the proceedings of the Board of the Committee.
ARTICLE V - OFFICERS OF THE BOARD OF TRUSTEES
SECTION 1.
The Board of Trustees shall have such officers as they may deem necessary at the time. The number of officers may change as needed. The decision as to which officers shall be needed any given year shall be made by majority vote of those members present.
SECTION 2.
All officers shall be elected annually by majority vote at the Annual Autumn Meeting. The term of office shall commence immediately following the meeting.
SECTION 3.
In the event of death, resignation, or inability of any officer to serve, the Board of Trustees shall have the power to fill any vacancy so caused for the remainder of the unexpired term.
ARTICLE VI - DUTIES OF OFFICERS OF THE BOARD OF TRUSTEES
SECTION 1.
The Chairman shall:
- Call all meetings of the Board of Trustees,
- Preside at all meetings,
- Have charge of the operation of the Corporation's affairs, subject to the direction of the Board of Trustees, and
- Be an ex-officio member of all committees of which he/she is not already a member.
SECTION 2.
The Vice Chairman shall perform the duties of the Chairman in the absence of the Chairman.
SECTION 3.
The Secretary shall:
- Keep the minutes of all the Board meetings,
- Be the custodian of the seal, record books, papers, and documents of the Corporation,
- Give notice of all meetings of the Board as required,
- Mail, email, or give copies of the previous meeting's Board minutes to all Board members at least one week prior to each meeting, and
- Whenever possible mail, email, or give a copy of the financial report and the agenda for the coming meeting to the Trustees for the benefit of acquainting the Trustees with the ensuing meeting.
SECTION 4.
The Treasurer shall:
- Keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation.
- Deposit all monies in the name and to the credit of the Corporation in such depository as shall be authorized by the Board,
- Render to the Board such statements of the transactions and accounts as may be required,
- Keep records of all special funds.
- Make reports of all accounts and funds to the Board at each meeting.
- When duly authorized by resolution of the Board of Trustees, the Treasurer or Chairman may borrow money for the purposes of meeting Academy, Outreach, and museum expenses, and give a note or notes therefore and pledge such securities as may be necessary to secure such note or notes.
ARTICLE VII - COMMITTEES OF THE BOARD OF TRUSTEES
SECTION 1.
There may be special, or ad hoc committees which the Board of Trustees may from time to time establish for the discharge of particular duties.
SECTION 2.
The Board may have as many standing committees as it deems necessary. Members of standing committees shall be appointed annually by the Chairman, after consultation with the Board, at or following the Autumn meeting of the Board of Trustees. Except as provided by the By-laws, the Chairman of the Board and Director of the Academy shall be ex-officio members of all standing committees, and each standing committee shall include at least three additional Trustees. Except where otherwise provided in these By-laws, additional members, including persons who are not on the Board of Trustees, may be appointed. The Chairman of each standing committee shall be a Trustee.
SECTION 3. Executive Committee
- The Executive Committee shall consist of the officers of the Board, the Chairmen of all standing committees, and the Director of the Academy. The Chairman of the Board of Trustees shall be Chairman of the Executive Committee.
- Between meetings of the Board of Trustees, the Executive Committee shall have all the powers of the Board of Trustees, except the power to amend the By-laws. Meetings shall be called by either the Chairman or the Director of the Academy.
- The Executive Committee shall annually review the performance of the Director of the Academy and determine his/her compensation.
- A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business.
- Interim approval of emergency capitol expenditures required between Board or Executive Committee meetings may be approved by unanimous consent of a subcommittee of at least three members of the Executive Committee, which members shall include the Chairman of the Board and the Chairman of the Finance Committee. Such action must be formally ratified at the subsequent Trustees' meeting.
SECTION 4. Finance Committee
- The Finance Committee shall have a minimum of four members.
- It shall review annual operating and capital budgets prepared and presented under the direction of the Director of the Academy, and shall make recommendations with respect thereto to the Board of Trustees.
- It shall review actual results of operations, including details of receipts and disbursements, in comparison with annual budgets and at each meeting report to the Board of Trustees on the conclusions reached at such reviews.
- It shall review major financial transactions not provided for in the budget and submit proposed variances with recommendations to the Board of Trustees or Executive Committee.
- The Committee shall have charge of investment of all funds of the Corporation, including the power to effect purchases, sales, or exchanges of securities, and other investment assets of the Corporation.
- It shall advise the Board as to the investment and reinvestment of the Corporation's funds and shall at least annually examine and verify the securities of the Corporation.
- The Committee may employ investment counsel and may delegate authority to purchase or sell securities for the account of the Academy to such investment counsel or to any officer of the Corporation subject to such limitations as the Committee may impose.
- It shall recommend the designation of an independent auditor each year and shall cause to be prepared and submitted to the Board of Trustees at least once a year an audited statement of the financial condition of the Corporation as of the close of the fiscal year and of the receipts and expenditures for each year.
SECTION 5. Nomination Committee
The Nomination Committee shall present to the Board of Trustees nominations for Trustees to be elected by the Board. The Committee shall furnish information to the Board members relating to the background and qualifications of all such nominees at least two weeks prior to the Board meeting at which official nomination is scheduled to occur. The Committee shall develop and administer a program of orientation for newly elected Trustees. It shall annually review the performance of all Trustees, particularly those incumbent Trustees eligible for reelection.
ARTICLE VIII - BOARD OF ADVISORS
The Board of Advisors shall consist of at least ten and not more than fifty members, who shall be educators, professionals, concerned citizens, specialists in relevant fields of study, or others. The members of the Board of Advisors shall advise Trustees, the Director, or faculty members in any and all matters that concern the running of the Academy, its programs, and the Corporation. Potential members may be invited to join the Board of Advisors by the Director, or by the Chairman of the Board of Trustees, with the consent of a majority of the Board of Trustees. Advisors will serve a term of three years. Advisors may resign from the Board either in writing or verbally to the Director or the Chairman of the Board of Trustees. The numbers of terms of office shall not be specified.
ARTICLE IX - DUTIES OF THE DIRECTOR
SECTION 1.
The Director shall have absolute authority over the management and operation of the Academy and its programs. He/she shall be responsible for the purchases of such supplies and equipment as are required to meet the goals of the Academy and its programs.
SECTION 2.
Responsibility to the Board of Trustees: The Director shall be a voting member of the Board of Trustees. As the chief executive officer for the Board, the Director shall be expected to carry out the policies of the Academy and the Decisions of the Board, as established from time to time by the Board. He/she shall be expected to anticipate the developing needs of the Academy, its programs, and the community, and to interpret these needs and changes to the Board. He/she shall be responsible for keeping the Board well informed on all matters pertaining to the Academy at all times. The Director shall be a member of all committees related to the Academy.
SECTION 3.
Administration of the Academy: The Director shall be administrator and educational leader of the Academy. He/she shall have general supervision over the academic and administrative operation of the Academy, its programs, and subsidiary activities sponsored by the Academy. The Director, with the Treasurer and Finance Committee, if such an officer and committee exist, shall be responsible for the preparation of the annual budget. All administrative, faculty, and staff members' duties shall be delineated by the Director and these employees shall be responsible to the Director.
Hiring and firing of faculty and staff members shall be by the Director, with advice from members of the faculty.
SECTION 4.
Fund Raising: There will be fund raising on an on-going basis, with the objective of raising operating and capital funds through solicitation of cash and in-kind gifts and grants from parents, alumni/alumnae, friends of the school, and from other potential donors and grantors, as well as through parent- and Academy-sponsored fundraising events. The Director, with the support of the Board of Trustees, shall initiate and develop leadership for such efforts.
SECTION 5.
The Director shall present a report on the state of the Academy and its programs at all regular meetings of the Board of Trustees, and an annual report at the open Spring meeting.
SECTION 6.
The Director shall serve at the pleasure of the Board. His/her performance shall be reviewed annually by the Board with input from students, faculty members, and parents.
ARTICLE X - DISCRIMINATION PROHIBITED
In administering its affairs, the Corporation shall not discriminate against any person on the basis of race, creed, color, national or ethnic origin, sex, physical disability, or sexual orientation.
ARTICLE XI - FINANCIAL MATTERS
In order to insure equity of salaries, no salary paid by the Corporation may be greater than three times (3X) that of the median salary of full-time employees whose primary source of income is employment by the Corporation.
ARTICLE XII - INDEMNIFICATION AND CONFLICT OF INTEREST
Each Trustee and Officer of the Academy shall be indemnified against all expenses actually and necessarily incurred by such Trustee or Officer in connection with the defense of any action, suit, or proceeding to which he/she has been made a party by reason of being or having been such Trustee or Officer except in relation to matters as to which such Trustee or Officer shall be adjudicated in such action, suit, or proceeding to be liable for gross negligence or willful misconduct in the performance of duty.
A Trustee shall be considered to have conflict of interest if: (a) such Trustee has existing or potential financial or other interests which impair or might reasonably appear to impair such member's independent, unbiased judgment in the discharge of his/her responsibilities to the Academy, or (b) such Trustee is aware that a member of his/her family or any other relative or any organization in which such Trustee (or member of his/her family) is an officer, director, employee, member, partner, trustee, or controlling stockholder, has such existing or potential financial or other interests. Each Trustee shall disclose to the Board any possible conflict of interest at the earliest possible time. No Trustee shall vote on any matter under consideration at a Board or Committee meeting in which such Trustee has a conflict of interest. A Trustee who is uncertain whether a conflict of interest may exist in any matter may request the Board or Committee to resolve the questions by majority vote.
ARTICLE XIII - REVIEW AND AMENDMENT OF BY-LAWS
SECTION 1.
These by-laws may be changed or amended at any meeting of the Trustees by a two-thirds vote of those present, provided that notice of the substance of the proposed amendment is mailed or given to all the Trustees at least ten days before the meeting. If a proposed amendment or new set of by-laws is submitted to each Trustee and receives the signed approval of two-thirds of the whole, such amendment or new set of by-laws shall become effective on the date prescribed in the amendment or new set of by-laws without the necessity of consideration at a meeting of the Board of Trustees.
SECTION 2.
Prior to each Autumn Meeting of the Board of Trustees, members of the Board shall review these by-laws and suggest any changes they consider appropriate.
Acknowledged by the following Incorporators 26 February 2007
_____________________________ Lou Ellen Kay
_____________________________ Sandra K. Nakamura
_____________________________ Susan W. Brown