CONSTITUTION OF THE LINCOLN COMMUNITY SCHOOL ASSOCIATION (Revised on June 2011, May 2013, May 2015, May 2016 after adoption by LCS Parent Association)

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1 CONSTITUTION OF THE LINCOLN COMMUNITY SCHOOL ASSOCIATION (Revised on June 2011, May 2013, May 2015, May 2016 after adoption by LCS Parent Association) This document consolidates and supersedes all previous Constitutions, Regulations, and By-Laws of the Lincoln Community School Association 1. The name of the Association shall be the LINCOLN COMMUNITY SCHOOL ASSOCIATION (hereinafter called "the Association"). OBJECTIVES OF THE ASSOCIATION 2. The objectives for which the Association is formed are: a. To maintain a non-profit exclusively educational institution and to ensure its efficient management in Ghana, providing an international education particularly for the children of members of the American Diplomatic Mission in Ghana and other international families. b. To provide primary and secondary school education adhering to international best practices and in line with accreditation guidelines from US and international accreditation boards. c. To maintain a progressive improvement in the moral and general educational standards of the pupils of the School. d. To promote a spirit of cooperation, good fellowship and international understanding through activities such as recreational and cultural programs and scholarships for needy and deserving individuals. e. To ensure that the school conforms to the Laws of Ghana. INCOME AND PROPERTY OF THE ASSOCIATION Page 1 of 13

2 AND DEALINGS WITH BOARD MEMBERS 3. The income and property of the Association, howsoever derived, shall be applied solely towards the promotion of the objectives of the Association. No portion of the income or property shall be paid or transferred, directly or indirectly, by way of dividend, bonus or profit to any person who is a member of the Association or its Board of Trustees ( the Board ). Furthermore: a. No Board member or their family may receive remuneration or compensation for serving on the Board or fulfilling his/her obligations as a member of any Board Committees. However, in exceptional circumstances, where in the unanimous opinion of the other Board Members the interests of the School so require, the school may enter into a contract with a Board member, upon full disclosure by the Board member. The School may enter into a contract with a past Board member within a reasonable time after completion of his/her tenure, reasonable time to be determined by the Board on a case by case basis. b. No member of the Board of the Association shall be appointed to any salaried office or position of the School. LEGAL STATUS OF THE ASSOCIATION: COMPANY LIMITED BY GUARANTEE 4. Pursuant to Section 24 of the Companies Code, 1963 (Act 179), the Association has, for the furtherance of its authorized objectives, all the powers of a natural person of full capacity except in so far as such powers are expressly excluded by the Constitution of the Association of LCS. 5. The Association has a sister non-profit corporation in the State of Delaware in the United States of America. Its name is the Lincoln Community School Foundation. 6. The liability of Association members is limited. No Board member or general Page 2 of 13

3 member of the Association shall be held personally liable for any bills or obligations of the Association, past or present, except for the payment of his/her own bills. However, and in conformity with statutory requirements, a Board or Association member who exceeds the scope of his/her mandate may be subject to personal liability. Each member of the Association undertakes to contribute to the assets of the Association in the event of its being wound up while s/he is a member or within one year after s/he ceases to be a member, for payment of the debts and liabilities of the Association and of the costs of winding up such amount as may be required not exceeding one hundred British Pounds ( ), pursuant to the 1963 Companies Code. 7. If upon the winding up or dissolution of the Association, there remains after the discharge of its debts and liabilities any assets of the Association, such assets shall not be distributed among the members of the Association but shall be transferred to some other Company limited by guarantee having objectives similar to the objectives of the Association or to an appropriate charity as determined by an Ordinary Resolution of the members. 8. The Board shall establish a policy to govern the protection and preservation of the assets of the School and the management of the School s business upon the temporary closure of the School due to civil disturbance, national emergency, or the outbreak of war. To the extent possible, the School shall request that the U.S. Embassy store its moveable property. MEMBERS 9. Voting members shall consist of the tuition paying parents, or guardians, of children enrolled in the Association, including employees of the School or their partners. The term tuition paying parents or guardians shall be construed to mean those who have paid any applicable registration fee and tuition in the amounts specified by the School, including those on scholarships and those in whose name tuition is paid by an employer. Each parent or guardian in good standing and without a conflict of interest shall have one vote. Page 3 of 13

4 10. The members may, in a General or Extraordinary Meeting, by Ordinary Resolution, prescribe additional qualifications for membership and unless the Resolution otherwise provides, no person shall thereafter be admitted to membership unless she/he has the prescribed qualifications. RESIGNATION OR EXCLUSION OF MEMBERS 11. Subject, to the statutory requirement that at least one hundred British Pounds be available from members in the event of the company being wound up: a. Any member may resign his membership by notice in writing to the Board, and when a child ceases to be enrolled in the Association, his/her parent or guardian shall automatically cease to be a member of the Association. b. The Board may exclude from membership of the Association any member, (i) if the registration fee and tuition as set by the Board is not paid when due or (ii) if in the opinion of the Board the continued membership of such person would be detrimental to the interests of the Association or to the furtherance of its objectives. SUBSCRIPTIONS 12. Members shall pay such annual subscriptions, including tuition, as the Board shall determine by Ordinary Resolution from time to time. The subscription will be due and payable on admission to membership and thereafter on such dates as the Board may set. GENERAL AND EXTRAORDINARY MEETINGS 13. The Association shall hold one Annual General Meeting each academic year, in May or June. Extraordinary Meetings may be called by the Board as it deems fit or upon demand by 10 percent of the members of the Association. The Board must call the meeting no later than seven days after being notified of the demand by the Page 4 of 13

5 membership. In the Annual General Meeting, elections for any vacant Board seats will be held and the Budget and Financial Report shall be presented by the Treasurer of the Association. VOTING PROCEDURES AT GENERAL AND EXTRAORDINARY MEETINGS 14. Members in good standing may vote at a General or Extraordinary Meeting. Twenty-one (21) days prior to any General or Extraordinary Meeting, written notice shall be sent to members describing any resolutions, which are the subject of the meeting, and/or any candidates for positions on the Board. A member must be in good standing on the date that the notice of meeting is issued and on the day of the meeting for his/her vote to be valid. Voting at the General and Extraordinary Meetings will be conducted by electronic ballot in accordance with the prescribed electronic ballot voting procedures as adopted by the Board. In extraordinary circumstances, the Board can decide, with a simple majority vote, to use voting in person. In that case, Association members will be notified of voting in person as the notice of the General or Extraordinary meeting is sent to them. 15. The Board must issue a list of candidates at least twenty-one (21) days prior to the scheduled election and publish the candidates individual submissions regarding qualifications for, and interest in, joining the Board. 16. A candidate must indicate a willingness to serve before being placed on a ballot elected to the Board. Notwithstanding the foregoing, if there are not sufficient candidates for vacant seats on the Board, the Board will make the appointment. 17. All members of the Association will be invited to a vote for their choices for service on the Board. Candidates having the largest number of votes will be deemed elected to the Board. In the case of a tie in a Board election, a runoff election shall be held no later than ten (10) days after the Annual General Meeting. The run off will be conducted as to the candidates who obtained the same number of votes in order to decide the winner(s) of the contested Board seat(s). 18. Following an election for Board members and/or the members voting on a resolution, the Secretary shall record which members have lodged votes on a register of general members in good standing. Page 5 of 13

6 19. Votes at a General or Extraordinary Meeting shall be tabulated and the winners of a Board election or the members majority decision on a Resolution, shall be announced during the course of the meeting. 20. The results of an election or vote on a resolution shall be noted in the minutes of the General or Extraordinary Meeting which shall be published, within ten days of the meeting. QUORUM AT GENERAL AND EXTRAORDINARY MEETINGS 21. Those members physically in attendance at a General or Extraordinary Meeting and those who have voted electronically shall be counted in determining whether there is a quorum at a meeting. In order to establish a quorum to transact business, at least 15 percent of Association Members must be present, physically or by electronic voting, at the General or Extraordinary Meeting. A simple majority vote is sufficient to pass ordinary resolutions and/or elect members of the Board. However, votes relating to the removal of a Board member or the proposed amendment of the Association s Constitution require a special majority vote of two-thirds of the votes cast. ELECTION AND APPOINTMENT OF MEMBERS OF THE BOARD 22. There shall be nine (9) members of the Board. The board membership shall consist of four (4) Board members elected at large from the voting members of the association and three (3) Board members appointed by the United States Ambassador to Ghana and two (2) Board members appointed by the other members of the Board itself. (Amended May 2011). 23. Any voting member of the Association is eligible to serve as a member of the Board, except an employee or spouse of an employee. However, anyone who has been declared to be of unsound mind by a competent court; who is an undischarged bankrupt; a person convicted of dishonesty in the promotion, formation or management of a corporation or any other crime; or who appears to have been guilty of a criminal offense in relation to a body corporate or of any fraud or breach of duty in relation to a corporation, shall not be competent to be appointed or elected a member of the Board. Page 6 of 13

7 24. The elected Board members shall be elected from the general membership. 25. The term of office for all Board members shall be two (2) years. Terms of office shall commence at the beginning of the next academic year, however in the event that special elections are held or appointments are made to fill a vacant seat during the course of an academic year, such terms will begin immediately upon election or appointment, as appropriate but shall not form part of the two (2) year term of office. The two (2) year term shall therefore be extended to include the partial period from election or appointment up to the end of the next academic year. No Board member shall serve more than two (2) consecutive terms of office. For avoidance of doubt, fulfilling an incomplete term is not considered part of the term limit. A Board member shall not be eligible for further election or appointment to the Board until one (1) year has elapsed after the expiration of the Board member's second consecutive term. Terms for the elected or appointed members shall be staggered, to the extent possible, so that either one or two Board members are elected or appointed in alternative years. 26. All members of the Board shall have the right to vote and participate fully in all deliberations of the Board, unless the matter under discussion poses a conflict of interest for that Board Member. BOARD VACANCIES AND REMOVAL OF BOARD MEMBERS 27. In the event that any Board member leaves the Board, the vacancy must be announced to the Association and shall be filled in the following manner: a. Appointed members: If the member is the Ambassador s appointee, the Ambassador will be requested to appoint a replacement to complete the term; similarly, if the member is Board appointee, the Board will appoint a replacement to complete the term; b. If the member is an elected member, the Board may appoint to fill the vacancy until the next General Meeting at which time the vacancy will be filled by election to a two-year term. 28. The continuing members of the Board may act notwithstanding any vacancy in their body; but if and so long as their number is reduced below five, the number fixed as the necessary quorum, they may act for only four weeks for the purpose of Page 7 of 13

8 summoning an Extraordinary Meeting of the Association and for no other purpose. 29. Elected and Board appointed members may be removed for cause, by a two-thirds vote of Association Members at a General or Extraordinary Meeting or by vote of the entire sitting Board minus two, applying due process as outlined in Board Policy. However, the decision to remove an Ambassador appointee member is at the discretion of the US Ambassador. POWERS AND DUTIES OF THE BOARD 30. All executive powers of Lincoln Community School Association shall reside and remain in the Board except as delegated by it. Moreover, the Board shall draw up, publish, and implement such policies as are found necessary for carrying out and controlling the School s activities. The Board shall approve tuition rates and other fees deemed necessary to operate the School and institute such measures needed to insure their timely collection. Furthermore, the Board shall approve a current budget, which will comprise an estimate of expenditures required to operate the School and an estimate of the anticipated funds, identified as to sources. The budget shall be presented to the Association members at the General Meeting. By Resolution, the Board shall designate banks and trust companies for investment accounts. 31. Where the Board has delegated certain powers to employees, the Board retains ultimate responsibility for the governance of the School and thus shall exercise supervisory powers of review over the exercise of such delegated powers. 32. The Board shall hold meetings at least quarterly each fiscal year and at such other times as are required for timely transaction of necessary business. Board meetings may be called by the Secretary at the request of the President, or in the event of his/her indisposition, by the Vice-President, or by a majority of the Board. At least seven days advance notice for meetings must be given. The President shall chair Board meetings; in the absence of the President, the Vice-President shall act as chair; and in the absence of the President and the Vice-President, the Board members shall select a Board member to chair that particular meeting. Page 8 of 13

9 33. Minutes of meetings of the Board and of any committee of the Board shall be recorded and electronically filed. Any such minutes, if signed by the chair of the meeting at which the proceedings took place or by the chairman of the next succeeding meeting, shall be prima facie evidence of an accurate record of the proceedings. 34. At all Board meetings, five Board members will constitute a quorum. All members of the Board shall be entitled to a vote, but must be present to vote unless it is an Extraordinary Board Meeting held by telephone conference. Board meetings shall be open. However, Executive Sessions of the Board may be held for the discussion of sensitive matters, including personnel issues and/or situations involving individual members or students and shall be closed to members. An Executive Session may only be attended by Board members, the Head of School, and any persons whom the Board has requested to appear to aid Board members to understand and engage in a meaningful discussion of the issues at hand. The Board shall adopt policies to govern the conduct of Board meetings, including the allowance of teleconference meetings and during the School recesses when many Board members travel. 35. The officers of the Association shall be a President, Vice-President, Secretary, and Treasurer, who shall be elected by their fellow Board members by a majority vote. DUTIES OF THE OFFICERS 36. The President shall: a. Preside at meetings of the Board and at General and Extraordinary Meetings. b. Prepare, with the Head of School, the agenda for each meeting. c. Act as ex-officio member of all committees. d. Initiate and follow through with such action as is necessary for the effective Page 9 of 13

10 and timely transaction of business required for carrying on the activities of the Association. 37. The Vice-President, in the absence or indisposition of the President shall act for him/her. 38. The Secretary shall be responsible for recording the minutes of meetings of the Board and Association; conducting correspondence and keeping the records of the Association, except financial records, unless directed otherwise by the Board. 39. The Treasurer shall be responsible for overseeing all of the financial business of the Association and chairing the Finance Committee, the other members of which can be voted upon by the Board but shall always include the Head of School as a member. BOARD COMMITTEES 40. The Board shall appoint and dissolve such committees as deemed necessary; a. Members of the committees can be determined by a majority vote of the Board, and the Board may select members or non-members of the Association to serve on such committees without remuneration. b. A Chairperson of a committee shall be selected by a majority of the subject committee members. c. The objectives and parameters of all Committees shall be prescribed by the Board. d. Each committee shall present minutes of all its meetings to the Board. e. The President of the Board, or if s/he is unable or unwilling to act, the Vice President, shall be an ex-officio member of every Board Committee. Page 10 of 13

11 FINANCE COMMITTEE 41. The Board shall annually institute a Finance Committee, which shall include the Head of School and the Treasurer of the Board, who shall be Finance Committee Chairman. The Finance Committee shall exercise general charge over the investing of available funds, the selling, purchasing and pledging of all stocks, bonds, rights and other assets, and the making of any and all loans, within limitations of principles and policies set by the Regulations and by the Board Meetings. Duties of the finance committee shall include the duty to: a. Recommend financial policies for the approval of the Board. b. Review budget proposals prepared by the Head of School before their presentation to the Board. b. Review the income and expense statement on a monthly basis. c. Explore all avenues of financial support for the School. d. Recommend independent auditors for approval by the Board. f. Review the report of the auditors and report on audit findings to the Board, and make appropriate recommendations to the Board on such findings. ACCOUNTS AND AUDIT 42. The Board shall cause proper books of accounts to be kept and an income and expenditure account and balance sheet to be prepared, audited and circulated. The fiscal year shall be from July 1 to June 30 of the following year. 43. The Board shall appoint independent auditors for the School. THE HEAD OF SCHOOL Page 11 of 13

12 44. A Head of School of the School shall be employed by the Board and shall be responsible to the Board for the operation of the School. 45. Subject to Board policy, the Head of School shall develop and conduct the School s programs and services. Subject to Board policy, he/she shall appoint and dismiss staff. Furthermore, the Head of School shall administer funds in accordance with the approved budget and execute contractual and financial instruments as authorized by the Board. Further, he/she shall prepare budgets for the consideration of the Finance Committee and the Board. Except when his/her employment terms and/or performance are under consideration, the Head of School shall sit as an ex-officio member in Board and Committee Meetings. COMMON SEAL AND OFFICIAL DOCUMENT REGISTRY 46. The Board shall be empowered to adopt a Common Seal for use by the School and shall make provision for its safe custody. The Seal shall only be used by the authority of the Board,, and every instrument to which the seal shall be affixed shall be signed by a member of the Board and shall be counter-signed by the Secretary or a second member of the Board or by some other person appointed by the Board for the purpose. The Board shall establish a Registry in which the Secretary records each instance the Seal is used and maintains with that Registry a copy of each sealed document. SERVICE OF DOCUMENTS 47. Any document may be served by the Association on any general member or member of the Board in the manner provided by Section 262 of the Code and may be served in like manner on any member either personally or at the address supplied by him or her to the Association for the purpose of notice. AMENDMENTS Page 12 of 13

13 48. This Constitution may be amended by special resolution of the members of the Association. Members shall be given at least twenty-one (21) days written notice of a meeting at which a proposed amendment is to be considered. Any amendments must be approved by a two-thirds of the votes cast. INTERPRETATION 49. In these Regulations, unless the context otherwise requires: a. "Code" means the Companies Code, 1963 (Act 179), or any Statutory Modification or re-enactment thereof; b. Words or expressions shall have the same meaning as in the Code; c. References to Sections of the Code shall mean such Sections as modified or reenacted from time to time. Page 13 of 13