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.
The Board selects a Chief Executive Officer and the members of the various program committees. Program committee members need not be members of the Board of Trustees. Although it is anticipated that all participants in program governance will serve voluntarily without compensation, the Board has power through unanimous vote to authorize compensation for its own members or other individuals in the event that aspects of Quaqua governance are demonstrated through experience to be too burdensome to be adequately conducted without financial compensation. If any such decision was ever made, the Board would post the announcement on this website for public scrutiny.
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.
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. Quaqua makes
no warranty or representation to the public for legal purposes that the Board
and Committee members are, in fact, compliant with the four points just mentioned.
Quaqua makes no warranty or representation to the public for legal purposes that the Board and Committee members are, in fact, compliant with the four points just mentioned.
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.
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. If a measure substantially similar
to one defeated in part by the vote of a Trustee who has subsequently been involuntarily
removed is raised again and successfully passed by the Board within two years
from the date of the Trustee's effective date of removal, the Board's action
shall not be operative without ratification by a majority vote from the Quaqua
merit scholars who are alive after a bona fide attempt has been made by the
Board to notify all eligible voters; the language in this sentence shall not take effect until
ten (10) years from the date of the Society's incorporation.
If a measure substantially similar to one defeated in part by the vote of a Trustee who has subsequently been involuntarily removed is raised again and successfully passed by the Board within two years from the date of the Trustee's effective date of removal, the Board's action shall not be operative without ratification by a majority vote from the Quaqua merit scholars who are alive after a bona fide attempt has been made by the Board to notify all eligible voters; the language in this sentence shall not take effect until ten (10) years from the date of the Society's incorporation.