AYA BOD Bylaws
Amended February 2011
Preamble
The American Youth Academy (AYA) is a not-for-profit Islamic educational institution
established for the service of the community in the Tampa Bay area and is dedicated to
excellence in education in an Islamic environment.
In an effort to ensure the safety and security of AYA's student-body, any person hired or
appointed to a position at AYA, either as a paid employee or as a volunteer must submit to a
Level II Background Screening. Members of either of AYA's governing boards fall under the
category of "volunteers."
I. Board of Directors (BOD)
A. Membership
1. AYA Board of Directors shall consist of nine (9) voting members.
2. The BOD members shall be elected by the parents, staff and community donors of AYA
(residing within 100 miles of AYA premises) according to Section III of these bylaws for a
2-year term. Any individual who has been eligible to vote, according to Article IV of these
bylaws, for one year, shall be eligible to be nominated as a voting member of the BOD
except those listed under Article V.
3. If a vacancy occurs during this period, the BOD shall replace the vacancy for the
remainder of the term within 60 days of the vacancy.
4. There are no term limits for BOD membership, and BOD members can be re-elected at the end
of each term.
5. The term of the Chairman of the (BOD) shall be 2 years, and he/she can be eligible for that
position again after one year out of office.
6. The BOD shall have the power to select, annually, no more than 4 additional non-voting
members to its membership for a one-year term.
7. AYA’s Head of School shall be a non-voting member of the BOD.
8. Any AYA BOD member shall not be serving on Islamic Community of Tampa board at the same
time.
B. Rights and Responsibilities
The Board of Directors, BOD, shall have the authority to:
1. Set strategic plans and policies for the welfare of AYA.
2. Approve budgets and drive the fund-raising activities.
3. Approve educational, administrative, and financial policies and procedures submitted
by the Executive Committee or the Head of School.
4. Elect and confirm the nominations of the BOD Executive Committee.
5. Appoint any ad-hoc committees to study, research, evaluate or make recommendations to
the BOD on issues under consideration.
6. Confirm the selection of the Head of School, Principal and Assistant Principal(s) by the
BOD Executive Committee, and conduct an annual vote of confidence for them.
7. Appoint any eligible member to fill any vacant seat in the BOD for the remainder of its term.
8. Terminate the membership of any of its members by 2/3 majority in a special duly-held
meeting.
9. Amend AYA Bylaws by 3/4 majority in a special, duly-held meeting.
10. Amend the election rules, the term limits, the number of the (BOD) and the chairman’s term, by
a simple majority vote in a special duly-held meeting followed by a simple majority vote of
the parents or legal guardians of AYA students and by full–time staff, no later than the 14th day
of the first vote.
C. Meetings
The BOD shall hold monthly regular meetings.
Five voting members shall constitute a quorum.
Simple majority vote of the voting BOD members in a duly-held meeting shall constitute
valid resolutions.
4. Emergency meetings may be called if requested by:
a. The Chairman, or
b. The BOD Executive Committee (one or more members ), or
c. A written request to the chairman by any five members of the BOD
d. A written request to the chairman by 2/3 majority of the parents or legal
guardians and full- time staff.
1.
2.
3.
D. Duration
1. The term of the newly-elected BOD members shall start on June 1st and end on May 31 st for a
2-year period starting with the 2008 election year.
2. A BOD member may lose his/her seat under the following conditions:
a. Resignation.
b. Termination under Article I, Section B.8
c. Failing to attend 3 consecutive regular meetings without valid excuses after
certification by the BOD.
d. Failing to maintain the eligibility conditions after certification by the BOD
e. Vote by simple majority of the parents or legal guardians and fulltime staff.
II. BOD Executive Committee
A. Membership
1. The BOD Executive Committee shall consist of four members as follows:
a. The Chairman of the BOD
b. The Vice Chairman of the BOD
c. T h e T r e a s u r e r o f t h e B O D
d. The Secretary of the BOD
2. The BOD shall nominate and vote by 2/3 majority the Chairman and the rest of the
Executive Committee members from among the voting members of the BOD.
B. Rights and Responsibilities
The BOD Executive Committee shall:
Be responsible for overseeing the execution of BOD resolutions;
Present all needed reports and budgets to the BOD;
Keep all legal, financial and other records related to AYA;
Keep the minutes and resolutions of all official BOD meetings;
Monitor day-to-day school operations;
Nominate the Head of school and Principal;
Evaluate annually the Head of School and Principal and present the evaluations to the
BOD.
1.
2.
3.
4.
5.
6.
7.
C. Duration
The term of the BOD Executive Committee Members shall start every year on June 1st and end on
May 31st.
III. Elections and Nominations Process
1.
The Election Committee shall consist of at least one non-running BOD Executive
Committee member, two parents/legal guardians and two full-time staff-members.
2.
Nominations for the BOD membership shall be received by the Election Committee from
March 1st to March 31st each year.
All nominees must be eligible to vote according to Section IV (Eligibility to Vote) of these
Bylaws for at least one year.
The election of BOD members shall be conducted by mail ballots between April 15th
and April 30th each year.
All ballots must be received by the Election Committee on or before May 10th.
The results of the elections shall be announced on or before May 20 th.
The BOD shall certify or invalidate the results of the elections by June 10 th if a complaint
is filed to the BOD on or before June 1st.
If the BOD invalidates the election results, it shall conduct new elections within 30 days
of its decision.
3.
4.
5.
6.
7.
8.
IV. Eligibility to Vote
Any individual shall be eligible to vote for BOD membership if at least one of the following
conditions is met:
1. Be a parent or legal guardian of one or more AYA full-time students of the current academic
year. Each family of enrolled student(s) shall have one vote.
2. Be a member of AYA’s faculty or staff and be employed at least half of the academic year
and working at least 75% of a full time schedule
3. Contribute to or help raise for AYA at least $5,000 during the current academic year.
4. Volunteer at least 200 hours service to AYA during the current academic year approved by
the BOD Executive Committee.
V. Disqualification from Being Nominated to the BOD
Any eligible voter who falls into any one of the following categories is not eligible for nomination to
the AYA BOD:
1. AYA Faculty or Staff-Members
2. Spouses of AYA Faculty and Staff-Members
3. Spouses of Voting AYA BOD or BOT Members
4. Individuals with an arrest or charge for any sexual offense, whether felony or misdemeanor,
regardless of the outcome of the case.
5. Individuals with a conviction or withhold of conviction for any felony offense where the
potential incarceration is over one year.
VI. Finances
1.
2.
The fiscal year shall start on June 1 st and end on May 31st.
The Treasurer shall submit an annual financial report before the end of May to the BOD.
VII. Amendments
1.
Any amendment to the Bylaws must be received in writing by the Chairman at least two
weeks before the next regular BOD meeting.
The BOD shall make any amendments to the Bylaws by simple majority in a duly-held
BOD meeting.
3. Amendments to the election rules, the term limits, the number of the (BOD) and the Chairman’s
term, shall be by simple majority in a special duly-held meeting no later than the 14 th day of the
vote by simple majorities of the parents or legal guardians and full-time staff.
2.
VIII. Conflict of Interest Policy
The purpose of the Conflict of Interest Policy is to protect AYA’s interests when it is
contemplating entering into a transaction or arrangement that might benefit the private
interest of an officer or director of the Organization or might result in a possible excess benefit
transaction. This policy is intended to supplement but not replace any applicable state and
federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
IX. Dissolution
In the event of the dissolution of the American Youth Academy, Inc., all assets and liabilities will be
transferred to the Islamic Community of Tampa, Inc., a tax-exempt organization.
In the event that the Islamic Community of Tampa, Inc. is no longer in business, all assets and
liabilities will be transferred to a different tax-exempt Islamic educational organization of the
BOD's choosing.