Saint Cecilia School is a private educational institution incorporated under the laws of the Federated States of Micronesia and conducted in accord with Canons 793-806 of the Roman Catholic Code of Canon Law.
ARTICLE 2: OWNERSHIP AND LOCATION
Full title of ownership of St. Cecilia School resides in and with the Bishop of the Diocese of the Caroline Island with operational responsibilities of the Board of Directors. It is located in teh village of Tunnuk, on the island of Weno, Chuuk State, Federated States of Micronesia. The school is located on and forms a part of the estates and properties of the Roman Catholic Community of the State of Chuuk.
ARTICLE 3: PURPOSE OF THE INSTITUTION
The purpose of St. Cecilia School as determined by the Bishop and the Board of Directors are:
a. To provide quality education and Catholic religious instruction for selected children from throughout Chuuk State.
b. To foster in each student personal growth particularly in teh areas of responsibility, concern for others, integrity, and initiative,
c. To promote in each student Christian values and attitudes that will serve as a life-long basis for thinking and action;
d. To instill in each student a genuine willingness to place his/her abilities at he service of his/her fellow human beings, and especially of those who are in greates need;
e. To encourage the students to assume leadership roles in the Church and to give service to the broader Chuukese and Micronesian community.
f. To promote understanding of the processes and effects of social change in order to help the students to integrate traditional values and customs with the best elements of other influence; and
g. To always be ready to cooperate with other groups to improve both the quality of eduation and the quality of life in our community.
Pursuant to those purposes and objectives the corporation is further organized to receive and accept contributions, gifts, and grants from any person, firm, association, or corporation, or any municipality, body politic, or government agency or authority, as well as any other grants from any source public or private, which are made to the corporation for the pursuance of its purposes.
ARTICLE 4: STRUCTURE
The Corporation will consist of
1. A Board of Directors in whom is vested full-authority over and responsibility for the Corporation in the pursuit of its purposes;
2. A school staff, whose duty is to manage the Corporation in accord with these By laws and the directives of he Board of Directors.
ARTICLE 5: BOARD OF DIRECTORS
5.1 Power of Board of Directors. The Board of Dirctors of St. Cecilia shall constitute its governing body. The Board shall have power to determine school policy and ensure its implementation by the school's administration.
5.2 Number and Qualifications of Members. The Board of Dirctors of St. Cecilia School shall consist of ten (10) members, including the principal of the school, a delegate of the Bishop (usually tobe the Chuuk Vicar of Catholic Schools), and the PTA president. Members shall be elected in the manner specified in Section 5.3, with he exception fo the principal, the delegate of the Bishop and the PTA president, who are ex-officio members. The qualifications of the members are that at least four (4) of the seven (7) members elected at large be Catholic and all posses integrity of character, interest in school, a willingness to devote some of their time on its behalf, and the ability to contribute to the work of the Board.
None of the Board members shall receive a salary from the school for their services. With the exception of the principal who is non-voting ex-officio member of the Board, school administrators are not eligible to serve on the Board of Directors. At the discretion of the Board, they may invite the teaching staff of the school to elect one of their number to represent them on the Board in a non voting capacity.
5.3 Election of Members.
A. The following members shall be ex-officio members of the Board:
I. A person delegated by the Bishop of the Diocese of the Caroline Islands;
II. The Principal of St. Cecilia School; and
III. The President of the St. Cecilia School PTA
B. Thereafter, nominations for new members will be made and transmitted to the Board of Directors by the school PTA. The PTA will nominate no less than ten (10) and no more than fourteen (14) persons who meet the qualifications specified in Section 5.2. The Board of Directors will review the nominations in the light of the qualifications specified in Section 5.2. The Board will consider each nominee in light of perceived needs of the Board so that backgrounds, skills, talents needed for the optimal functioning fo the Board may be had. Once elected, the names of new Board member will be passed to the Board secretary to verify their willngness to serve.
C. Special elections to fill vacancies caused by reason of death, resignation, removal from office, etc., will be held within sixty (60) calendar days after the position becomes vacant.
5.4 Term of Office. Every member of the Board of Directors shall be elected for a term of two (2) years of until his/her successor is elected except in the case of those elected to fill a vacancy. Ex-officio members are not elected but are automatic members of the Board.
Any vacancy on the Board of Directors, other than those of ex-officio members, by reason of death, resignation, removal from office, etc., shall be filled in Special Election in the following manner. The PTA will nominate a minimum of two (2) but not more than (4) persons for each vacancy who meet the qualifications specified in Section 5.2. The Board of Directors will review those nominations elect from among the nominated names as set forth in Section 5.3.
The members elected to fill the vacancy shall serve on the Board until the original term of the person whose vacancy, all those persons elected shall serve out the remaining terms to which they were elected.
5.5 Termination of Membership. Any member of he Board of Directors, except ex-officio members, may be terminated by a majority vote of all members of the Board for cause. Any member who misses three consecutive regular Board meetings is automatically terminated.
ARTICLE 6: DUTIES AND RESPONSIBILITIES OF THE BOARD OF DIRECTORS
The primary duties and responsibilities of the Board shall be the following:
a. To determine policies and directions of teh school.
b. To recruit and hire the principal
c. To review and approve the annual budget for the school which is submitted by the principal;
d. To decide on the sources of funding to be sought and assist in fund raising on behalf of the school
e. To review and evaluate the operations and procedures of the school and to make directives concerning these to the school administration;
f. To annually evaluate the performance of the school administration in its implementation of the mission, vision, philosophy, goals, and objectives of the School and to make directives as needed;
g. To review and approve or disapprove the employment contract of the principal;
h. To review and approve the curriculum of the school and suggest needed changes;
i. To review, upon request from the school administration, the PTA, a parent, or a student, the case of a student or staff member who has been dismissed from school or from employment for any reason and to render a final decision in these cases, and
j. To establish committees as needed and to appoint committee members to serve on these committees.
ARTICLE 7: COMMITTEES
The Board of Directors shall have the authority to establish standing committees as well as ad hoc committees and to appoint members of the Board to serve on whatever committees it shall establish. The types of committees the Board may want to establish include, but are not limited to, the following;
7.1. Curriculum and Standards Committee. The Board of Directors may as needed establish a Curriculum and Standards Committee consisting of the Principal, a member of the PTA, one (1) Board member, two (2) teachers elected by the full time teaching staff, and/or one or two other community members who in the judgment of the Board can render valuable service to the school through serving on this committee. Members of the Curriculum and Standards Committee shall serve for one (1) school year. The Curriculum and Standards Committee shall be charged with responsibility of reviewing the curriculum and standards of the school and recommending changes in light of the mission, vision, philosophy, goals, and objectives of the School. The committee will elect a chairperson of the committee. A decision of the committee shall be decided by a majority vote of its membership, a quorum being present. A simple majority of the total number of committee members shall constitute a quorum.
7.2. Finance and Fund Raising Committee. The Board may establish a Finance and Fund Raising Committee consisting of the Board treasurer, the community members who in the judgment of the Board can render valuable service to the school through serving on this committee. The treasurer of the Board will be the chairperson. The Committee will plan, carryout, and coordinate fund raising activities with the PTA.
ARTICLE 8 MEETTINGS OF THE BOARD OF DIRECTORS
8.1. Monthly Meetings. Regular meetings of the Board of Directors will be held monthly. The Board will meet on the first Wednesday of each month, with the exception of the organizational meeting which will take place on the Wednesday following the election of the new Board. The meetings of the Board shall be called by the chairperson of the Board. Members will be reminded of regular meetings by phone, fax or email by the secretary of the Board to all members not less than two days before the meetings.
8.2. Special Board Meetings. Special meetings of the Board of Directors may be held at any date, time and place whenever called by the Chairperson of the Board. Any member of the Board may request a special meeting through the Chairperson of the Board provided circumstances warrant such a meeting. Notices of special meetings stating the date, time, place, and reason shall be sent out prior to the meeting unless the special meeting was scheduled during a regular meeting. If the special meeting was scheduled during a regular or previous special Board meeting then the secretary will remind the members of special meetings by phone or fax or e-mail at last one day prior to the special meeting.
8.3. Quorum. The majority of the whole number of the board of Directors shall constitue a quorum at all meetings of the Board. The vote of the majority of the members present at any meeting shall be sufficient to act upon ay matter that may properly come before the Board, unless a greater majority vote is called for by these by laws.
8.4. Executive Session. For the purpose of discussing sensitive or confidential matters or concern, the Board may meet in Executive Session which by rule is closed to non-Board members. Board minutes will reflect that the Board met in Executive Session, but will not state any content of the discussion held during the session.
ARTICLE 9 OFFICERS OF THE BOARD OF DIRECTORS
The officers of the Board of Directors shall consist of a chairperson, a vice-chairperson, a secretary and a treasurer. The officers shall be elected by the Board of Director at the organizational meeting. 9.1 Chairperson of the Board of Directors. The Chairperson of the Board of Directors shall be elected by the majority of the Board members present at the organizational meeting, a quorum being present. The term of office of the Chairperson shall be for one year and he/she may be re-elected.
The Chairperson of the Board of Directors shall preside at all regular meetings and all special meetings called for any purpose. He/she shall be the spokesperson for the Board of Directors.
In the event that the Chairperson is not able to be present for a meeting of the Board of Directors, the Vice-chairperson shall act in his/her stead.
9.2 Vice-Chairperson of the Board of Directors. The Vice-Chairperson shall perform the Chairperson's duties if he/she is unable to perform them.
9.3 Secretary of the Board of Directors. The Secretary shall keep the minutes of all meetings of the Board. He/she shall prepare approved minutes and provide copies regarding the date, time and place of meetings of the Board. He/she shall also inform respective eligible nominees as to their nomination for membership on the Board of Directors and inquire whther they wish to serve on the Board. He/she shall perform all duties incident to his/her office subject tothe control of the Board, and such duties as may from time to time be entrusted to him/her by the Board.
9.4 Treasurer of the Board of Directors. The Treasurer shall be the chairperson of the Finance and Fund Raising Committee and shall be responsible for external fund raising and organizing fund raising in Chuuk on behalf of the school in conjunction with the PTA. Additionally, the Treasurer shall assume the Secretary's duties if he/she is unable to perform them.
9.5 Termination of Officers. The Board of Directors may remove any officer of the Board by vote of a majority of all Board members, who have a right to vote, present at any meeting, a quorum being present, provided such action to remove shall comply with these By laws.
ARTICLE 10. THE SCHOOL STAFF
The school staff shall act as the officers of the school and shall normally consist of a Principal and, usually also, one or more Vice-Principal as determined by the Principal and approved by the Board of Directors. In addition, the school shall have a business manager.
The Principal
10.1 The Principal shall be the chief executive officer of the school and shall carry out the policies established by the Board of which he/she is an ex—officio member.
10.2 He/she shall have the day-to-day general supervision of the school.
10.3 He/she shall have the responsibility for the total administration of the school and shall be responsible for hiring, supervising, and evaluating all school personnel.
10.4 He/she shall be responsible for implementing the school curriculum and initiating periodic reviews.
10.5 He/she shall prepare and provide adequate regulations for study, discipline and general student behavior and his/her judgment shall deem necessary for the proper attainment of the purposes of the school.
10.6 He/she shall present a full report of the school’s program, including a financial report of the last fiscal year and a budget proposal for the following fiscal year at the monthly meeting of the Board in July.
10.7 He/she shall submit a monthly financial report of income and expenses to the Board of Directors that shows the status of the actual income and expenses compared with the projected income and expenses
10.8 He/she shall perform any duties that are within the scope of employment, as assigned by the Board, or as delineated in the Principal’s written job description.
The Vice-Principal
10.9 The duties of the Vice-Principal(s) shall be all those properly delegated by the Principal and written into the Vice-Principal’s job description.
The Business Manager
10.10 The Business Manager, in accord with accepted accounting practices, shall oversee aoo recording, monitoring and reporting of the school’s finances as specified and defined by the Principal with the approval of the Board of Directors and as written into the Business Manager’s job description.
ARTICLE 11 PARENT TEACHER ASSOCIATIONS (PTA)
11.1 The parents of all students and all the teachers of the school shall constitute the Parent Teacher Association of St. Cecilia School.
11.2 The PTA is an advisory body to the Board of Directors
11.3 The PTA President is an ex-efficio member of the St. Cecilia School Board of Directors and when directed by the Board reports its decisions to the PTA. In addition, the PTA President represents concerns of the PTA to the Board.
ARTICLE 12 FINANCES
The School Board has the ultimate responsibility for the financial standing of St. Cecilia School. The Board makes the final decision on major expenditures, setting tuition, salary scales, and the School budget proposed by the Principal.
ARTICLE 13 PHYSICAL PLANT
The School Board has the ultimate responsibility of ensuring that all buildings are safe and adequate of the purposes of the institution.
ARTICLE 14 AMENDMENTS
These By laws may be amended by a vote of seven (7) members of the Board of Directors and provided further that notice of the proposed amendment of amendments shall be given in writing ten (10) days prior to a monthly meeting of the Board.
ARTICLE 15 FORMAL MINUTES
Formal minutes of all Board meetings should be kept on file. The Board secretary has the responsibility to maintain a complete and orderly file of Board minutes. Copies of these minutes should be available to new Board members.
ARTICLE 16 CONFIDENTIALITY
Board members have a sacred responsibility to keep the confidences they receive in their capacity as Board members. Confidential matters discussed during Board meetings should not be shared outside the Board membership. Board decisions should be communicated only through official channels.
Adopted by St. Cecilia School Board on this ______ day of _________________
I, Secretary of the Board of Directors of St. Cecilia School, hereby certify that these revised by laws were voted upon and duly adopted by majority vote at the regular Board meeting held on the date stated above, a quorum being present.
_________________________ _______________________________________
Date Secretary
Board of Directors, St. Cecilia School
