About GESP
About GESP
Embedded Files
Genesee Elementary Scholarship Program
2024-2025 Board of Directors
Officers
Nicole Darrow, Genesee Elementary Alumna - Chair
Kassidi Streeter, Genesee Elementary Alumna & Community Member - Vice Chair
Ashley McLeod, Genesee Elementary School Parent -Secretary
Devon Roblee, Genesee Elementary School Parent - Treasurer
Board Members
Ashley Evans, Genesee Elementary School Social Worker
Cinda Gilmore, Retired Genesee Elementary School Teacher
Amy Heintz, Community Member
Anne Mlod, Retired Genesee Elementary School Teacher - Secretary
Sarah Passarello, Genesee Elementary School Principal
LuAnne Phillips, Genesee Elementary Alumna
MaryClaire Pineau, Genesee Elementary School Assistant Principal
Christine Rose, Retired Genesee Elementary School Teacher
Beth Robinson, Genesee Elementary School Dean of Students
Genesee Elementary Scholarship ProgramBylaws
Article 1Name
The name of this organization is the Genesee Elementary Scholarship Program, hereafterreferred to as GESP.
Article 2Type of Organization
The GESP shall be operated consistent with the requirements of 501(c)(3) of the InternalRevenue Code of 1986 (the “Code”). It is governed by a Board of Directors (also referred to asCommissioners) authorized, but not required, to hire a Chairperson to implement the programsand policies set by the Board of Directors.
Article 3Mission and Purpose
The Mission of the Genesee Elementary Scholarship Program is to award scholarships tocurrent and former Genesee students, in order to provide opportunities that enhance collegeand career readiness.
Article 4Board of Directors
Section 1. Members. The members of the association shall be the Board of Directors whoserves as the governing body responsible for the management, control and operation of theaffairs and properties of the association (the “Board”).Section 2. Number. The Board of Directors shall number no fewer than four (4). The exactnumber of Directors shall be set from time to time by resolution of the Board.Section 3. Representing. The original Commission shall include but not be limited tomembers representing the following descriptions:Genesee Elementary StaffGenesee Elementary ParentCommunity MembersAppointments subsequent to the initial creation of the Commission shall be made by theCommission without regard to affiliations.Section 4. Elections. The Nominating Committee Chairperson will present to the Board forapproval a slate of prospective Elected Directors and current Elected Directors standing foradditional terms no later than the regularly scheduled May meeting prior to the Annual Meetingheld in September. At the Annual Meeting, the Board shall elect new Board members to fill the
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terms of the Elected Directors that are about to expire, and re-elect those Elected Directorsstanding for an additional term(s). New and returning Elected Directors will be elected by themajority vote of the Board present at the Annual Meeting. New and returning Elected Directorswill begin their tenure of office on the first calendar day (October 1st) of the month following theAnnual Meeting.Section 5. Term of Service. The terms of office shall be for three years or until theirsuccessors are appointed. Upon the initial appointment of Directors, two shall be appointed for3 years and the remainder shall be appointed for 2 years. Directors may be reappointed.Section 6. Vacancies. Vacancies occurring in the Board may be filled by a vote of a majorityof the Directors then in office. A Director elected to fill a vacancy caused by resignation, death,or removal shall be elected to hold office for the unexpired term of his/her predecessor.Section 7. Removal of Director. Any Elected Director of the Board may be removed at anytime by a majority vote of the Board.Section 8. Resignation. A Director may resign at any time upon giving written notice to theChair. Unless otherwise indicated in the notice, the resignation shall take effect upon receipt.Section 9. Compensation. No part of the net earnings of the association shall inure to thebenefit of, or be distributable to, its members, directors, trustees, officers, or other privatepersons, except that the association shall be authorized and empowered to pay reasonablecompensation for services rendered and to make payments and distributions in furtherance ofthe purpose set forth above. No substantial part of the activities of the association shall be thecarrying on of propaganda or otherwise attempting to influence legislation, and the associationshall not participate in or intervene in (including the publishing or distribution of statements) anypolitical campaign on behalf of any candidate for public office. Notwithstanding any otherprovisions of these Articles, the association shall not carry on any other activities not permittedto be carried on: (a) by a corporation exempt from federal income tax under Section 501(c)(3) ofthe Internal Revenue Code of 1986, as amended (or the corresponding provision of any futureUnited States Internal Revenue law); or (b) by a corporation, contributions to which aredeductible under Section 170(c)(2) of the Internal Revenue Code of 1986, as amended (or thecorresponding provision of any future United States Internal Revenue law).
Article 5Meetings
Section 1. Annual Meeting. A regular Annual Meeting of the Board when a slate of ElectedDirectors is voted upon and a slate of Officers are presented for election the following month isheld in conjunction with the regular September meeting.Section 2. Regular Meetings. Regular meetings shall be held during the months ofSeptember, November, January, March, and May on dates established by a majority vote of theDirectors at the prior month’s meeting. Notice of the time, place and purposes of any regularmeeting may be served either by post or electronic mail.Section 3. Quorum. At any meeting of the Board, there shall be present at least a majority ofthe Directors in order to constitute a quorum for the transaction of business. Less than aquorum may adjourn such a meeting from time to time until a quorum is present. Notice of suchadjournment shall be given to all Directors who were absent at the time, unless such time andplace are announced at the meeting, to the other Directors.
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Section 4. Voting. Each Director is entitled to one (1) vote. Unless otherwise required by law,or specified differently in these bylaws, a vote of the majority of the Directors present at themeeting shall be the act of the Board.Section 5. Chairperson. The chairperson for all meetings is the Chair of the association or inhis/her absence a designee provided for by these bylaws.
Article 6Officers
Section 1. Number and Term. The association shall have as executive officers: a Chair, ViceChair, Secretary, and Treasurer, all of whom shall be elected by the Directors at the SeptemberMeeting. The term of office shall be one (1) year, commencing immediately upon election andending upon re-election of the incumbent or the election of a successor. Any vacancy in anyoffice shall be filled for the unexpired portion of the term by the Board at any regular meeting.Section 2. Duties of Officers.A. Chair. The Chair shall preside over meetings of the Board of Directors, shall serveas the Chair of the Executive Committee, and be member ex officio of all committees. TheChair shall have the power to sign checks and contracts when authorized to do so by the Boardof Directors. The Chair shall execute with the Secretary or Treasurer any documents andinstruments required by law.B. Vice Chair. The Vice Chair shall preside over meetings of the Board of Directors inthe absence of the Chair. In the case of the Chair position being vacant between elections, theVice Chair shall exercise all powers accorded to the Chair.C. Secretary. The Secretary shall preside over meetings of the Board of Directors inthe absence of the Chair and Vice Chair. The Secretary shall ensure that corporate recordsincluding Board minutes are duly maintained, and, with the Chair, make and execute anyobligations and instruments required by law.D. Treasurer. The Treasurer shall preside over meetings in the absence of the otherofficers. The Treasurer shall exercise general supervision over the care and custody of thefunds and securities of the association. The Treasurer shall be responsible for filing annual taxreturns and all other financial reporting requirements. The Treasurer shall have the authority tosign checks when authorized by the Board of Directors and shall execute with the Chair anydocuments or instruments required by law. The Treasurer shall assist, if required, in thepreparation for any necessary audits, and follow up with the designated auditing firm.
Article 7Standing Committees
The Board of Directors may form committees from time to time, as it deems appropriate.Committees may include persons of specialized skills or knowledge of the subject to beaddressed by a committee who are not Directors of the Board. Only Directors may belong tothe Nominating Committee. The Board Chair is an ex officio member of all standingcommittees.
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Section 1. Executive Committee. The Board Chair shall serve as the Executive CommitteeChair. The committee shall consist of the remaining Board Officers. The Committee shall meet,if necessary, to plan Board agendas, and whenever the Chair deems necessary. The committeeshall also appoint all sub-committee chairs, and in conjunction with the Nominating Committee,assign committee members.Section 2. Nominating Committee. The Executive Committee shall appoint the CommitteeChair. The Nominating Committee shall present a slate of Elected Directors and Officers forelection to the Board; assist in Board orientation; review Board assessments to identify theBoard profile; and recommend to the Board appropriate training for Board Directors. TheCommittee will work in conjunction with the Executive Committee to staff Board Committees.The Committee shall ensure that the association’s personnel policies and procedures are incompliance with applicable regulations and law.Article 8Ad Hoc Committees
The Executive Committee may form other committees of both Directors and non-Directors toperform specific tasks for a limited duration. The Chair is an ex officio member of any and all adhoc committees.
Article 9Miscellaneous
Section 1. Dissolution. The association may be dissolved by a majority vote of the Board of
Directors. Disposition of assets will be made in accordance with Article 10 of the New York Not-For-Profit Association Law. Any remaining assets will be transferred to GPTP.
Section 2. Amendments. These bylaws may be amended at any regular or special meeting ofthe Board of Directors by a majority vote of the membership present, providing written notice ofsuch proposed amendments have been provided to each Director at least one meeting prior tothe scheduled vote.Section 3. Indemnification. The association shall indemnify the Officers and Directors of theAssociation from and against and damages, suit or claim asserted against the Officers and/orDirectors, whether civil or criminal including reasonable expenses and attorney fees actuallyand necessarily incurred, as a result of any action or proceeding against any Officer or Directorwhich arises out of his/her service on behalf of the association, to the maximum extentpermissible under Article 7 of the New York Not-For-Profit Corporation Law. Officers andDirectors shall be entitled to such indemnification without further authorization of the Board ofDirectors.Section 4. Conflict of Interest. Any Director, or employee of the association that has aninterest or family has an interest, in any funding performed by the association shall report suchpotential conflict of interest to the Executive Director or Chair immediately upon learning of thesituation. Such individual will not participate in any decision regarding the awarding of anyfunds, nor shall that individual or family member be eligible to receive any awards or funds fromthe association.
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Article 1Name
The name of this organization is the Genesee Elementary Scholarship Program, hereafterreferred to as GESP.
Article 2Type of Organization
The GESP shall be operated consistent with the requirements of 501(c)(3) of the InternalRevenue Code of 1986 (the “Code”). It is governed by a Board of Directors (also referred to asCommissioners) authorized, but not required, to hire a Chairperson to implement the programsand policies set by the Board of Directors.
Article 3Mission and Purpose
The Mission of the Genesee Elementary Scholarship Program is to award scholarships tocurrent and former Genesee students, in order to provide opportunities that enhance collegeand career readiness.
Article 4Board of Directors
Section 1. Members. The members of the association shall be the Board of Directors whoserves as the governing body responsible for the management, control and operation of theaffairs and properties of the association (the “Board”).Section 2. Number. The Board of Directors shall number no fewer than four (4). The exactnumber of Directors shall be set from time to time by resolution of the Board.Section 3. Representing. The original Commission shall include but not be limited tomembers representing the following descriptions:Genesee Elementary StaffGenesee Elementary ParentCommunity MembersAppointments subsequent to the initial creation of the Commission shall be made by theCommission without regard to affiliations.Section 4. Elections. The Nominating Committee Chairperson will present to the Board forapproval a slate of prospective Elected Directors and current Elected Directors standing foradditional terms no later than the regularly scheduled May meeting prior to the Annual Meetingheld in September. At the Annual Meeting, the Board shall elect new Board members to fill the
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terms of the Elected Directors that are about to expire, and re-elect those Elected Directorsstanding for an additional term(s). New and returning Elected Directors will be elected by themajority vote of the Board present at the Annual Meeting. New and returning Elected Directorswill begin their tenure of office on the first calendar day (October 1st) of the month following theAnnual Meeting.Section 5. Term of Service. The terms of office shall be for three years or until theirsuccessors are appointed. Upon the initial appointment of Directors, two shall be appointed for3 years and the remainder shall be appointed for 2 years. Directors may be reappointed.Section 6. Vacancies. Vacancies occurring in the Board may be filled by a vote of a majorityof the Directors then in office. A Director elected to fill a vacancy caused by resignation, death,or removal shall be elected to hold office for the unexpired term of his/her predecessor.Section 7. Removal of Director. Any Elected Director of the Board may be removed at anytime by a majority vote of the Board.Section 8. Resignation. A Director may resign at any time upon giving written notice to theChair. Unless otherwise indicated in the notice, the resignation shall take effect upon receipt.Section 9. Compensation. No part of the net earnings of the association shall inure to thebenefit of, or be distributable to, its members, directors, trustees, officers, or other privatepersons, except that the association shall be authorized and empowered to pay reasonablecompensation for services rendered and to make payments and distributions in furtherance ofthe purpose set forth above. No substantial part of the activities of the association shall be thecarrying on of propaganda or otherwise attempting to influence legislation, and the associationshall not participate in or intervene in (including the publishing or distribution of statements) anypolitical campaign on behalf of any candidate for public office. Notwithstanding any otherprovisions of these Articles, the association shall not carry on any other activities not permittedto be carried on: (a) by a corporation exempt from federal income tax under Section 501(c)(3) ofthe Internal Revenue Code of 1986, as amended (or the corresponding provision of any futureUnited States Internal Revenue law); or (b) by a corporation, contributions to which aredeductible under Section 170(c)(2) of the Internal Revenue Code of 1986, as amended (or thecorresponding provision of any future United States Internal Revenue law).
Article 5Meetings
Section 1. Annual Meeting. A regular Annual Meeting of the Board when a slate of ElectedDirectors is voted upon and a slate of Officers are presented for election the following month isheld in conjunction with the regular September meeting.Section 2. Regular Meetings. Regular meetings shall be held during the months ofSeptember, November, January, March, and May on dates established by a majority vote of theDirectors at the prior month’s meeting. Notice of the time, place and purposes of any regularmeeting may be served either by post or electronic mail.Section 3. Quorum. At any meeting of the Board, there shall be present at least a majority ofthe Directors in order to constitute a quorum for the transaction of business. Less than aquorum may adjourn such a meeting from time to time until a quorum is present. Notice of suchadjournment shall be given to all Directors who were absent at the time, unless such time andplace are announced at the meeting, to the other Directors.
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Section 4. Voting. Each Director is entitled to one (1) vote. Unless otherwise required by law,or specified differently in these bylaws, a vote of the majority of the Directors present at themeeting shall be the act of the Board.Section 5. Chairperson. The chairperson for all meetings is the Chair of the association or inhis/her absence a designee provided for by these bylaws.
Article 6Officers
Section 1. Number and Term. The association shall have as executive officers: a Chair, ViceChair, Secretary, and Treasurer, all of whom shall be elected by the Directors at the SeptemberMeeting. The term of office shall be one (1) year, commencing immediately upon election andending upon re-election of the incumbent or the election of a successor. Any vacancy in anyoffice shall be filled for the unexpired portion of the term by the Board at any regular meeting.Section 2. Duties of Officers.A. Chair. The Chair shall preside over meetings of the Board of Directors, shall serveas the Chair of the Executive Committee, and be member ex officio of all committees. TheChair shall have the power to sign checks and contracts when authorized to do so by the Boardof Directors. The Chair shall execute with the Secretary or Treasurer any documents andinstruments required by law.B. Vice Chair. The Vice Chair shall preside over meetings of the Board of Directors inthe absence of the Chair. In the case of the Chair position being vacant between elections, theVice Chair shall exercise all powers accorded to the Chair.C. Secretary. The Secretary shall preside over meetings of the Board of Directors inthe absence of the Chair and Vice Chair. The Secretary shall ensure that corporate recordsincluding Board minutes are duly maintained, and, with the Chair, make and execute anyobligations and instruments required by law.D. Treasurer. The Treasurer shall preside over meetings in the absence of the otherofficers. The Treasurer shall exercise general supervision over the care and custody of thefunds and securities of the association. The Treasurer shall be responsible for filing annual taxreturns and all other financial reporting requirements. The Treasurer shall have the authority tosign checks when authorized by the Board of Directors and shall execute with the Chair anydocuments or instruments required by law. The Treasurer shall assist, if required, in thepreparation for any necessary audits, and follow up with the designated auditing firm.
Article 7Standing Committees
The Board of Directors may form committees from time to time, as it deems appropriate.Committees may include persons of specialized skills or knowledge of the subject to beaddressed by a committee who are not Directors of the Board. Only Directors may belong tothe Nominating Committee. The Board Chair is an ex officio member of all standingcommittees.
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Section 1. Executive Committee. The Board Chair shall serve as the Executive CommitteeChair. The committee shall consist of the remaining Board Officers. The Committee shall meet,if necessary, to plan Board agendas, and whenever the Chair deems necessary. The committeeshall also appoint all sub-committee chairs, and in conjunction with the Nominating Committee,assign committee members.Section 2. Nominating Committee. The Executive Committee shall appoint the CommitteeChair. The Nominating Committee shall present a slate of Elected Directors and Officers forelection to the Board; assist in Board orientation; review Board assessments to identify theBoard profile; and recommend to the Board appropriate training for Board Directors. TheCommittee will work in conjunction with the Executive Committee to staff Board Committees.The Committee shall ensure that the association’s personnel policies and procedures are incompliance with applicable regulations and law.Article 8Ad Hoc Committees
The Executive Committee may form other committees of both Directors and non-Directors toperform specific tasks for a limited duration. The Chair is an ex officio member of any and all adhoc committees.
Article 9Miscellaneous
Section 1. Dissolution. The association may be dissolved by a majority vote of the Board of
Directors. Disposition of assets will be made in accordance with Article 10 of the New York Not-For-Profit Association Law. Any remaining assets will be transferred to GPTP.
Section 2. Amendments. These bylaws may be amended at any regular or special meeting ofthe Board of Directors by a majority vote of the membership present, providing written notice ofsuch proposed amendments have been provided to each Director at least one meeting prior tothe scheduled vote.Section 3. Indemnification. The association shall indemnify the Officers and Directors of theAssociation from and against and damages, suit or claim asserted against the Officers and/orDirectors, whether civil or criminal including reasonable expenses and attorney fees actuallyand necessarily incurred, as a result of any action or proceeding against any Officer or Directorwhich arises out of his/her service on behalf of the association, to the maximum extentpermissible under Article 7 of the New York Not-For-Profit Corporation Law. Officers andDirectors shall be entitled to such indemnification without further authorization of the Board ofDirectors.Section 4. Conflict of Interest. Any Director, or employee of the association that has aninterest or family has an interest, in any funding performed by the association shall report suchpotential conflict of interest to the Executive Director or Chair immediately upon learning of thesituation. Such individual will not participate in any decision regarding the awarding of anyfunds, nor shall that individual or family member be eligible to receive any awards or funds fromthe association.
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