The
Board of Trustees is the governing legal body over Quaqua and all of its operations
and programs. The Board is composed of an odd number of members.
The Board serves the same purpose and has the same powers as the body
often described as a "Board of Directors." The Board constitutes the ultimate and final authority with
respect to all matters and issues arising in conjunction with Quaqua, including
its Financial Assistance Program, the Protege Award, Merit Awards, Talent Awards,
Need Awards, the Elijah Award, the Parent of the Year Award, other miscellaneous
honorary awards, administration of Learning Circles Microgrant Assistance, and
administration of miscellaneous grants.
No expenditure, contract, or obligation, or cumulation of the same authorized within the same six-month period, totaling more than $5,000, may be incurred on behalf of Quaqua without the signed consent of a majority of the Board of Trustees. No individual member of Quaqua, regardless of their position, has actual or apparent authority to act on behalf of Quaqua in a contrary manner.
Board
members must recuse themselves from personally voting upon any decision affecting
the selection of their relatives for Committee positions or Financial Assistance
Program awards, or any decision where there is a conflict of interest under
traditional principles of United States corporate or trust law. However, Board Members may
speak on behalf of any person before the Board upon disclosure of their relationship
with the relevant person. Board
members may not advocate on behalf of any person before committees, entities
or authorities directly subordinate to the Board, although the Board may hear
appeals of committee decisions after appropriate recusals.
Except
where otherwise provided, the Board acts by a simple majority vote. A four-fifths vote of the Board is required
to change specific rules for Protege and other FAP eligibility set forth in
the By-Laws, or to alter the Articles of Incorporation. After ten years have elapsed from the
date of incorporation, Merit Award winners from all alumni years for Quaqua
have power to override a Board vote regarding any matter (including initiation
of an independent financial audit) by submitting a petition to the Board meeting
bearing the informed signatures of two-thirds of all Merit Award alumni winners
who are alive as of the date of the meeting involving the submission. The Board shall have the right to contact
all signatories for purposes of verification and persuasion. A signatory may revoke the validity of
their signature by submitting a letter to that effect. The letter must be properly acknowledged
by a notary public and be physically received by the Board within four
months of the date when the petition was submitted to the Board.
The
Board may prematurely remove any Board member or other Quaqua from service for
breach of fiduciary duty, misconduct, commission of criminal or tortious activity,
serious violation of Quaqua guidelines, acts of severe public misconduct or
embarrassment which tend to harm the public reputation of Quaqua, or like compelling
considerations. The Board may suspend
official authority until a complete investigation or legal resolution can be
achieved. The Board may also authorize
any lawfully allowed questionnaires and background checks deemed necessary to
ensure that potential Board and/or Committee members and/or program officials
(1) are in compliance with Quaqua requirements, (2) have not committed serious
crimes which would preclude effective service, (3) have not shown themselves
to be a threat to the safety of other Quaqua participants, and (4) have not
shown themselves to constitute a potential embarrassment or disruption to Quaqua and its programs
and operations, as defined by the Board. The Board may, as appropriate and to the extent allowable under
all laws, Articles, and By-Laws, delegate this authority.
The Board of Trustees may, in its discretion, create analogous subordinate governing
structures for Learning Circles Microgrant Assistance and/or Need Awards.
If a Quaqua awards or Financial Assistance Program is created, it must be governed by principles
and administration analogous to that for the Protege Award.
The Board may refuse to conduct Quaqua programs
or operations in any geographic jurisdiction where local law or practice would
jeopardize the integrity of Quaqua or its programs or operations.
The Board shall have wide latitude to act by majority vote to take measures
required to alleviate impending legal, financial, or other emergency threats
to the practical integrity of Quaqua, its programs or operations. The Board may create other legal entities, including corporate
entities, to assist in furthering Quaqua purposes.
If
a By-Law provision requires a super-majority vote of the Board in order to take
a certain action, the Board may not amend that By-Law except by the same super-majority
as the one required for the action addressed by the relevant By-Law. A similar
principle shall apply for any votes by Committee members or Board committees
which pertain to super-majoritarian issues.