Governing Body

Gateway Preparatory Academy will be governed by a board of directors (the "Academy Board"). The number of directors of the Academy Board shall be specified from time to time by resolution, but shall not be less than three (5). The number of directors when the Academy opens shall be seven (7). See Academy Bylaws, 3.2(a).

Academy Board Membership

New Board member shall normally consist of voting members who have been elected by the parents of the children enrolled at the Academy. All Board members must sign a Board Member Code of Conduct agreement prior to serving. Once the Academy is open, only one Academy family member may serve on the Board at any given time. No Board member may receive remuneration for Board service. No employee of the Academy may serve as a voting Board member.

Principal's Attendance at Board Meetings

The Principal shall attend all Academy Board meetings as a facilitator, but shall have no vote. The Principal shall be appointed by the Board and may be removed by a vote of the majority of the Board, with or without cause, whenever in the Board's judgment the best interests of the Academy are served by such action. The Principal's absence from a board meeting may be permitted and excused by the Board under reasonable circumstances or in an emergency.

Quorum and Manner of Acting

A majority of the directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, and the vote of a majority of the directors present in person at a meeting at which a quorum is present shall be the act of the Board of Directors. If less than a quorum is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice other than an announcement at the meeting, until a quorum shall be present. See Academy Bylaws 3.10.

Board Officers

The elected officers of the Academy shall be a Chairman, President (also known as the chief administrative officer), one or more vice-president(s), secretary and treasurer. The Board of Directors may also elect or appoint such other officers, assistant officers and agents, including additional vice-presidents, assistant secretaries and assistant treasurers, as it may consider necessary. One individual may hold more than one office at a time. See Academy Bylaws, Article IV.

President/Chief Administrative Officer ("CAO")

The president and shall perform such duties as may be assigned to him/her by the Board of Directors and all duties normally performed by a chief executive officer or president of a corporation. The president may be referred to as the chief administrative officer. See Academy Bylaws, 4.8(a).

Vice President

In the absence of the president, or in the event of the president's death, inability or refusal to act, 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 perform such other duties as from time to time may be assigned to him or her by the president or by the Board of Directors. In the event there is more than one vice-president serving, the vice-presidents shall perform the duties assigned to them by the president and Board of Directors. See Academy Bylaws, 4.8(b).

Secretary

The secretary shall: (i) keep the minutes of the proceedings of the Board of Directors and any committees of the Board of Directors; (ii) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (iii) be custodian of the corporate records and of the seal of the Corporation; and (iv) in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to the secretary by the president or by the Board of Directors. Assistant secretaries, if any, shall have the same duties and powers, subject to supervision by the secretary. See Academy Bylaws, 4.8(c).

Treasurer

The treasurer shall: (i) be the principal financial officer of the Academy and oversee the care and custody of all its funds, securities, evidences of indebtedness and other personal property, and deposit the same in accordance with the instructions of the Board of Directors; (ii) supervise the process of receiving and giving receipts for moneys paid in on account of the Academy (iii) supervise the paying of all bills, payrolls and other just debts of the Academy of whatever nature upon maturity out of available funds; (iii) prescribe and supervise the methods and systems of accounting to be followed, see that complete books and records of account are kept, and prepare and file all local, state and federal tax returns and related documents, prescribe and supervise an adequate system of internal audit, and oversee the preparation of and furnish to the chairman of the Board of Directors and the Board of Directors statements of account showing the financial position of the Academy and the results of its operations; (iv) upon request of the Board of Directors, make such reports to it as may be required at any time; and (v) perform all other duties incident to the office of treasurer and such other duties as from time to time may be assigned to the treasurer by the chairman of the Board of Directors or the Board of Directors. See Academy Bylaws 4.8(d). To ensure a Treasurer with acceptable financial experience, accounting experience, and other relevant skills, the Treasurer may be an elected voting or Academy Board appointed non-voting member of the Board of Directors.