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BYLAWS OF THE ABC SCHOOL CORPORATION
AS ADOPTED BY THE BOARD OF TRUSTEES
February 24, 2001
ARTICLE I
TITLE: The title of the Corporation is “The ABC School Corporation.”
ARTICLE II
PURPOSE:
The purpose, or object, of the Corporation shall be to establish and maintain a
school for boys and girls. The school will be known as ABC School (The School), and the
Corporation shall transact business in that name. The four cardinal principles of Religion,
Intellectual Excellence, Simplicity, and Hard Work, established as such by the founder of the
School, shall serve as guiding principles in the administration of the School.
ARTICLE III
OFFICES:
The Town in which the Corporation and its School are to be located is
Danbury, Fairfield County, Connecticut.
ARTICLE IV
MEMBERS: The members of the Corporation shall consist of the members of the Board of
Trustees hereinafter provided for.
ARTICLE V
BOARD OF TRUSTEES:
The management and control of the School and the
Corporation shall be vested in the Corporation, acting through the Board of Trustees and its
duly elected officers.
The Board of Trustees shall consist of 24 Trustees. Additionally, the Head of School, the
President of the Alumni Council, and the President of the Parents’ Council shall be known as
Trustees ex-officio. Each of the Trustees, including the ex-officio Trustees, shall have a vote.
Of the 24 Trustees, 16 shall serve as Term Trustees, elected for a term of five years on a
staggered schedule. Term Trustees normally will not serve for more than two terms.
Additionally, four graduates of the School shall be elected Alumni Trustees for a term of four
years, and four parents of School students shall be elected Parent Trustees for a term of four
years. Alumni Trustees shall be on a staggered schedule and no individual will serve for more
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than two consecutive terms as Alumni Trustees. All individual Trustees are eligible for
additional terms as a different category of Trustee, provided they are so qualified.
The Committee on Trustees selects and nominates candidates for the Board and officers of
the Board, such nominations to be ratified by majority vote of the Board.
ARTICLE VI
MEETINGS OF THE BOARD OF TRUSTEES: The Annual Meeting shall be held on a date
in the last quarter of the calendar year as specified by the President. A minimum of two
additional meetings shall be called. The President will announce the dates for these meetings
each spring for the subsequent academic year. Additional meetings may be called at the
discretion of the President of the Board and/or the Head of School.
A majority of the duly appointed Trustees (excluding ex-officio Trustees who are not counted
in the quorum) or twelve members of the Board, whichever number shall be the lesser, shall
constitute a quorum. The action of the majority of those present at any meetings, if a quorum
is present, shall be the action of the Board of Trustees. Any one or more of the members of
the Board may participate in a meeting by electronic means allowing all persons participating
in the meeting to hear each other at the same time. Participation by such means shall
constitute presence in person at a meeting.
A five days’ notice of the Annual, and all special meetings, shall be given to each member of
the Board, either by mail, fax, e-mail, telephone, personal communication, or otherwise.
Members of the Board may waive in writing any notice required to be given them.
ARTICLE VII
COMMITTEES: Committees of the Board may be formed at the request of the Head of
School or the President.
STANDING COMMITTEES
The Board of Trustees shall have an Executive Committee of the Board, which, when the
Board is not in session, shall have and exercise all the powers of the Board of Trustees on
time-sensitive matters that cannot prudently wait until the Board is in session. The members
of the Executive Committee shall consist of the President, Vice President, Secretary, and
Treasurer of the Board of Trustees, as well as other members of the Board of Trustees that
the President may appoint. The Board may appoint other permanent and temporary
committees as it shall see fit and may delegate to each such committee the power it deems
proper.
The Board of Trustees shall have a Committee on Trustees comprised of a minimum of four
Trustees, including the President. The President will appoint the committee members The
President or the President’s appointee will chair the Committee. Among the committee’s
duties will be the evaluation of the Head of School’s performance and the recommendation to
the Board of Trustees of the Head of School’s annual salary and benefits package.
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The Board of Trustees shall have a Finance Committee, chaired by the Treasurer. The
President will appoint other members of the committee. The committee is charged with
oversight of the financial condition of the School, including monitoring the annual budget,
supervising the school’s investments, reporting all such matters to the Board, and assuring
that all financial reporting is consistent and reliable.
The Board of Trustees shall have an Audit Committee that will examine financial reporting
procedures and oversee an external audit on an annual basis. A minimum of three people,
appointed by the President, will comprise the Committee. No more than one of the three will
be a member of the current Finance Committee.
ARTICLE VIII
OFFICERS:
At the Annual Meeting, the Board of Trustees shall elect a President, Vice President,
Treasurer, and a Secretary and may elect an Assistant Secretary and/or an Assistant Treasurer
and such other fiduciary officers as may be deemed necessary to serve for the ensuing year.
The President, Vice President, and Treasurers shall be members of the Board. The Secretary,
Assistant Secretary, and Assistant Treasurers need not be members. Any member may
occupy two offices at the same time except those of President and Vice President, President
and Secretary, and Treasurer and Assistant Treasurer.
PRESIDENT AND VICE PRESIDENTS: The President shall be the chief executive officer
of the Corporation and shall preside at all meetings of the Trustees. The President shall have
power to execute all documents in the name of the Corporation and affix its seal thereto. The
Vice President shall be vested with all power and shall perform all duties of the President in
the President’s absence.
SECRETARY: The Secretary shall have the power to send out notices of meetings and have
custody of the seal and attest the same. The Secretary shall perform other duties that may be
delegated by the Board of Trustees. In the absence of the Secretary, the Assistant Secretary
shall carry out such duties or cause them to be carried out.
TREASURER: The Treasurer shall be the chief financial officer of the Corporation and shall
render a financial report to the Trustees at each meeting. In case of absence or disability of
the Treasurer, the Assistant Treasurer, if any, shall act in the Treasurer’s place. The funds of
the Corporation shall be kept and disbursed in such a manner as shall be determined by
resolution of the Board of Trustees from time to time.
ARTICLE IX
HEAD OF SCHOOL: The operational management of the School shall be vested in the
Head of School through contract with the Corporation. The Head of School shall be the Chief
Executive Officer of the School and shall accept and promote the mission of the School. The
Head of School shall be elected by the Board of Trustees and shall continue to hold office at
the pleasure of the Board consistent with the terms of the contract with the Board. The Head
of School will represent the Corporation in the execution of enrollment contracts with
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students and the employment contracts with all teachers and staff persons, with the
appointments of Division Heads, Director of Development, Chief Financial Officer, Director
of Admissions, and Assistant Head of School to be ratified by the Board of Trustees.
ARTICLE X
AMENDMENTS:
These Bylaws may be amended by a two-thirds majority at any
meeting of the Board of Trustees, provided however, that a notice in writing of the proposed
amendment shall have been given to all members of the Board at least two weeks before
being voted on.
Revised February 2001
Prior revision February, 1989
with amendments October 1992