GREENWICH ACADEMY PARENTS ASSOCIATION

BY-LAWS
April 9, 2008
ARTICLE I NAME

The name of the organization shall be the Greenwich Academy Parents Association (hereafter referred to as the
Parents Association or the Association).

ARTICLE II PURPOSE

The 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 and
fundraising.

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 for
the activities and policies of the Parents Association.

ARTICLE III MEMBERSHIP

A. The membership of the Parents Association shall consist of all parents and guardians of students attending
the Academy who have paid the annual association dues for the then current year. Membership shall also
include 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 other
individuals 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 matters
as are submitted to the membership for vote.

ARTICLE IV MEETINGS OF THE ASSOCIATION

A. The Annual Meeting shall be held in April and special meetings shall be at such time and place as may be
set 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 shall
constitute a quorum, and except as otherwise required by law or by these By-Laws, the vote of a majority
of 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 the
Corresponding Secretary prior to the commencement of the meeting.

ARTICLE V BOARD OF DIRECTORS

A. Membership
The Board of Directors shall consist of the President, Vice President, Corresponding Secretary, Recording
Secretary and Treasurer (hereafter referred to as the Officers), Assistant Treasurer, representatives from the
Upper, Middle and Lower School (hereafter referred to as Division Representatives), up to four Members-
at-Large, and the Chairpersons of the Standing Committees.
B. Voting
In the event that the Chairperson of a Standing Committee is unable to attend a Board meeting and that
Committee has a Vice Chairperson or a Co-Chairperson(s), the Vice Chairperson or any one and only one
Co-Chairperson from that Committee shall be entitled to vote for that Committee. In the event that a
Committee does not have a designated Chairperson, any one and only one Co-Chairperson from that
Committee who is able to attend a Board meeting shall be entitled to vote for that Committee.

C.B. Nomination, Election and Terms

Members of the Board shall be nominated by the Nominating Committee and shall be elected by the
membership at the Annual Meeting. Each member of the Board so elected shall serve for a term of one year
to commence at the close of the school year except as where otherwise specified.

D.C. Duties
The Board of the Parents Association shall direct and manage the business, properties and funds of the
Association subject to the approval of the Board of Trustees. Any funds or property held in the name of the
Association shall belong to The Greenwich Academy, Inc.

The Board of Directors of the Association shall have the power to establish, amend and repeal the standing
rules.

ARTICLE VI OFFICE AND DUTIES

A. President. The President shall be the chief executive officer of the Association and shall supervise the
operation of the Association’s business and programs and shall be an ex officio member of all Board
Committees except the Nominating Committee. The President shall preside at all regular and special
meetings of the Board and of the Association and shall see that all resolutions and actions adopted by the
Board are affected. The President shall serve as Chairperson of the Executive Committee. The President
shall represent the Association on the Board of Trustees of The Greenwich Academy, Inc., as Trustee in
accordance 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 other
duties 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 the
Board 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 guiding
and assisting the Division Representatives. At the request of the President, or in case of the President’s
absence, the Vice President shall perform the duties of the President and when so acting shall have all the
powers 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 she
is 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 for
approval 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 its
meetings and shall distribute the minutes of the meetings to the Board. He/she shall prepare and distribute
lists of Board Members and Class Representatives and keep current their names and addresses. The
Corresponding 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 all
the 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 such
regulations as the Board may promulgate. The Treasurer shall report on the financial condition of the
 Association whenever requested by the President or the Board. He /she shall present the Annual Budget for
approval at the first fall meeting of the Board.

The term of the Treasurer shall be one year. No individual shall serve more than two consecutive terms as
Treasurer.

ARTICLE VII COMMITTEES

A. Powers. In addition to the Nominating Committee, the Board shall designate one or more special or
standing committees.

B. The Executive Committee shall consist of the Officers, the Assistant Treasurer, the Division
Representatives and not more than one Member-at-Large only at the request of the President. Between
meetings of the Board, the Executive Committee shall have and may exercise all the authority and powers
of the Board except that it may not alter or amend these By-Laws. It shall have the power to fill any
vacancies among the Officers. The Executive Committee shall monitor the financial condition of the
Association and shall prepare recommendations for any allocation of Association funds to the Board for a
vote thereon. The President shall serve as Chairperson of the Executive Committee and shall report on any
actions or recommendations of the Executive Committee at the next meeting of the Board.

C. Nominating Committee. The Nominating Committee shall consist of the Chairperson, the President, the
Vice President, the three Division Representatives and not more than two Members-at-Large who shall
serve only upon request of the Vice President. The Nominating Chairperson shall present a slate of
candidates for the Officers and Members of the Board to the Members of the Association for election at the
Annual Meeting; however, such slate must first be presented to the Head of School for approval.

D. Other Committees. The Board may provide for committees, which shall then be governed by these By-
Laws as applicable.

ARTICLE VIII MEETINGS

Regular meetings of the Board shall be held on such Wednesday mornings or at such other time and at such place as
the President shall direct and upon not less than five days notice.

ARTICLE IX ANNUAL DUES

The Board shall annually determine an amount to be collected as a membership fee, and the dues shall be collected
as directed by the Board. Only qualified individuals who have paid dues as required shall be entitled to membership
in the Association unless otherwise excused by a vote of the Executive Committee.

ARTICLE X AMENDMENTS TO BY-LAWS

The By-Laws may be amended, repealed or modified or new By-Laws may be adopted by the affirmative vote of the
majority of the Members of the Association present, in person, or by proxy, at a duly called meeting of the
Members. Any notice of a meeting of the Members at which By-Laws are to be adopted, repealed or amended shall
include the proposed changes and shall be made available to all Members for perusal not less than 21 days before
the meeting.