Friends of St. Thomas | By Laws | Meeting Minutes
Bylaws
Adopted as of June 1, 2006
ARTICLE I: NAME
The name of the Corporation shall be the FRIENDS OF ST. THOMAS SCHOOL INC. (hereinafter, referred to as "FROST") of Fairfield, CT.
ARTICLE II: MEMBERSHIP
Membership in the Corporation is open to parents, guardians, faculty and other friends of St. Thomas School. The Principal is an ex officio member of the Corporation.
ARTICLE III: OBJECTIVES
The primary purpose of the Corporation is to raise funds exclusively for the benefit of St. Thomas Aquinas School.
ARTICLE IV: BOARD
Membership:
- The Board shall consist of up to fifteen (15) members. These fifteen (15) members shall volunteer to participate on the Board or shall be invited by one or more existing Board members. The actual number of Board members for a given school year shall be determined by the Board for the prior school year by a simple majority vote of those present at the meeting where such vote is taken.
- The Principal of the school shall serve as an ex officio member of the Board.
Duties:
- The Board shall conduct the business affairs of the Corporation; provide general meeting programs of interest; form committees as deemed necessary and appropriate; review all committee recommendations and report on their financial disposition; review and recommend disbursements of money collected from fund raising, contributions and other sources.
Term:
- Board members will serve a two year term; however, members may opt to serve a consecutive second term.
Nominating Committee for Board Officers:
- The Nominating Committee shall consist of three (3) members, one of which shall be the President. The two (2) remaining members shall be appointed by the President and Principal no later than April 1.
Election of the Board Officers:
- The offices of President, Vice President, Treasurer and Secretary shall be self-nominated or nominated by a Corporation member, and subject to the approval of the Principal.
- The slate of candidates for Board Officer positions shall be presented to the Board no later than May 1.
- The Nominating Committee will tabulate the votes following the May Board meeting.
- Newly elected Board members shall begin their terms with the June Board meeting.
If Vacancies and Resignations:
- In the event of a vacancy in the office of President, the Vice President shall succeed for the remainder of the term. A vacancy in any other office shall be filled by the Board until the next election.
- A vacancy of another Board member shall be filled by the unsuccessful candidate with the greatest number of votes from the last election. If this fails to produce a member, the term shall remain vacant until the next general election, unless said term would remain vacant for a period of more than six (6) months. If a term would otherwise remain vacant for a period of more than six (6) months, then the Board shall solicit a new member to fill said vacancy. Election of the new at large member shall be approved by the Board by majority vote of those present.
- Resignations of Board members shall be presented in writing.
ARTICLE V: OFFICERS
The Corporation shall have a President, Vice President, Treasurer and Secretary. Each officer shall be elected from within the Board. Election of officers by the incoming Board members shall be held no later than the June Board meeting.
- PRESIDENT: The President shall preside at meetings of this non-profit Corporation. The President shall perform all duties incumbent on this office including but not limited to communicating as necessary to the school community, the selection or agreement of co-chairs for FROST fundraisers, and the development of new fundraising activities on both the local and national levels . The President is an ex officio member of all committees.
- VICE-PRESIDENT: The Vice-President, in the absence of the President shall perform all the duties of the president and such mutually-agreed upon by the President and the Vice President.
- TREASURER: The Treasurer shall keep an accurate account of receipts and disbursements belonging to the Corporation and shall deposit all monies in the Corporation account. Withdrawal of the Corporation's funds requires the signature of at least two of the Treasurer, Principal and President. Subject to the provisions of Article VIII, the Treasurer shall disburse funds of the Corporation as expenditures arise or as decided upon by the Board. The Treasurer will also give an account of all transactions and financial condition at each board meeting and shall distribute a written financial disclosure report to the school community at least once per school year.
- SECRETARY: The Secretary will keep minutes of all Board meetings and general membership meetings. The Secretary will give, or cause to be given, all notices required by the by-laws, and shall perform such other duties as may be prescribed by the Board or the President.
ARTICLE VI: MEETINGS
- Regularly scheduled meetings of the Corporation shall be held approximately monthly. Special meetings shall be called as necessary.
- Provided that written notice (including an email distribution) of the meeting agenda has been distributed to Board members, a simple majority of those present shall be sufficient to constitute a valid Board decision on any item identified in the announced agenda. In the event that a decision is required on an item that was not identified in the announced agenda, a simple majority of the entire Board is required to constitute a valid decision of the Board.
ARTICLE VII: COMMITTEES
- All members of the Corporation are eligible to be members of the committees.
- The Board may create such standing committees as it may deem necessary to promote the objectives and implement the work of the Corporation.
- The President shall be a member ex officio of all committees except the Nominating Committee.
- Select committees (ad hoc) shall be formed for special needs and they will be disbanded when the need has been fulfilled.
ARTICLE VIII: FINANCIAL ADMINISTRATION
- The Treasury funds of the Corporation shall be the responsibility of the Treasurer and Principal.
- All expenditures of Corporation funds must be approved by at least two of the Treasurer, Principal and President. All expenditures of Corporation funds over the amount of five thousand dollars ($5,000.00) must be approved by a simple majority of Board members.
- All fund raising activities are to be approved by a simple majority of the Board prior to planning and implementing the event.
ARTICLE IX: AMENDMENTS
Amendments to these by--laws may be adopted by a two-thirds vote at a meeting of the Board with at least thirty (30) days written notice having been given.
These by-laws shall be reviewed and updated as necessary by the Board or by a committee formed by the Board at least once every three years.
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