The Ida B. Wells Community Academy
a state of
nonprofit corporation for the benefit of the public
novi quid ex Africa!
for the regulation and governance, except as otherwise provided by the nonprofit corporation laws
of the state of Ohio and its Articles of Incorporation
Board of Governors
Number of Governors
Election of Governors and Term of Office
Removal of Governors
Resignation of Governor
Compensation of Governors
Meetings of the Board
Place of Meetings
Action by the Board
Procedures of Committees
Standard of Care
Rights of Inspection
Discussions and Voting
Duty to Maintain Board Confidences
Officers and Elections
Elections, Eligibility and Term of Office
Removal and Resignation
Non-Liability of Governors
Indemnification Of Corporate Agents
Insurance for Corporate Agents
Execution of Instruments
Checks and Notes
Conflict of Interest
Interpretation of ODE Contract
A. Number of Governors
The number of Governors of the corporation shall be not less than seven (7), nor more than fifteen (15). The Board shall fix the exact number of Governors, within these limits, by Board resolution or by amendment of the Bylaws. As of the date on which these Bylaws are adopted, the exact maximum number of Governors is fixed at fifteen (15).
Selection of Governors
Two Governors, Emma Jean Calhoun and Edward W. Crosby, PhD (the original incorporators), will invite a slate of no more than seven additional Governors from the following occupational, familial and professional strata: Officials from Kent State University and the University of Akron, e.g., deans, directors, and department chairs and faculty, parents, professional educators, health service professionals, lay persons residing in the community, psychologists, school teachers, an attorney and business persons. Subsequently, as outlined below under "Election of Governors, elections will be conducted to bring the number of Governors up to the optimal limit of seven or no more than fifteen.
The eleven (11) current Governors represent the following occupational groups and backgrounds (their resumes are attached):
The Governors listed below have, since the publication of these Bylaws on April 7, 1999, resigned as Governors and / or assumed positions as consultants or auxiliary faculty members.
The other four Governors will be selected as and when the Board determines from occupations similar to the following:
Critical selection criteria are what expertise and other essential qualities, e.g., fund raising, grant writing skills, curriculum development and accountability skills, facilities acquisition and development, and staff development and organizational skills these potential Governors will bring with them..
Two boards are involved in the governance, administration and accountability of the Ida B. Wells Community Academy.
The Board shall conduct or direct the affairs of the corporation and exercise its powers, subject to the limitations of the Ohio Revised Code, Chapter 1702: Nonprofit Corporation Law, the Articles of Incorporation and these Bylaws. The Board may delegate the management of the activities of the corporation to others so long as the affairs of the corporation are managed, and its powers are exercised, under the Board's ultimate jurisdiction.
As of May 19, 2000 the corporation received from the U.S. Internal Revenue Service authorization for tax exempt status under section 501(c)(3).
Without limiting the generality of the powers here granted to the Board, but subject to the same limitations, the Board shall have all the powers enumerated in these Bylaws, and the following specific powers:
The number of Governors of the corporation shall be not less than seven (7) nor more than fifteen (15). The Board shall fix the exact number of Governors, within these limits, by Board resolution or amendment of the Bylaws. As of the date on which these Bylaws were amended, July 21, 1999, the fixed number of Governors is seven (7). This does not preclude the selection of additional Governors provided the total number of Governors does not exceed 15 and provided the Board of Governors has agreed to the increase.
Even though the Academy's Governing Board is exempt from ORC 3319.21 which prohibits a school board from participating in a contract employing a relative of a member of the board, the Academy has decided on the following policy: Not more than 20% of the persons serving on the Board may be interested persons. An "interested person" is: (1) any Governor or person currently being compensated by the corporation for services rendered to it within the previous 12 months, whether as a full-time or part-time employee, independent contractor or otherwise, excluding any reasonable compensation paid to a Governor as Governor; or (2) any sister, brother, ancestor, descendant, spouse, sister-in-law, brother-in-law, daughter-in-law, son-in-law, mother-in-law or father-in-law of any such person.
The Board may remove a Governor without cause as provided by the Ohio Revised Code, Chapter 1702: Nonprofit Corporation Law. The Board may also remove any Governor who:
A Governor may resign by giving written notice to the Board Chair or Secretary. The resignation is effective on the giving of notice, or at any later date specified in the notice. A Governor may not resign if the Governor's resignation would leave the corporation without a duly elected Governor in charge of its affairs, without first giving notice to the Ohio Attorney General.
A vacancy is deemed to occur on the effective date of the resignation of a Governor, upon the removal of a Governor, upon declaration of vacancy pursuant to these Bylaws, or upon a Governor's death. A vacancy is also deemed to exist upon the increase by the Board of the authorized number of Governors.
Governors shall serve without compensation. However, the Board may approve reimbursement of a Governor's actual and necessary expenses while conducting corporation business.
corporation's principal office shall be at
1180 Slosson Street, Akron, Ohio 44320-2730 (Phone: 330.867.1085
IV. MEETINGS OF THE BOARD
A. Place and Time of Meetings
Board Meetings shall be held at 4:30 pm at the corporation's principal office or at any other reasonably convenient place as the Board may designate. Meetings of the Board should as much as possible be scheduled at times when it can be reasonably expected that parents will be able to attend.
B. Annual Meetings
An Annual Meeting shall be held in November of each year for the purpose of electing Governors, making and receiving reports on corporate affairs, and transacting other business as comes before the meeting.
C. Regular Meetings
Regular Meetings shall be held on the second Friday of each month within the year or on some other schedule as the Board of Governors determines.
D. Special Meetings
A Special Meeting shall be held at any time called by the Chair or by any four (4) Governors.
A majority of the Governors present at a meeting, whether or not a quorum, may adjourn the meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given to absent Governors if the time and place be fixed at the meeting adjourned, except if the meeting is adjourned for longer than 24 hours, notice of the adjournment shall be given as specified in these Bylaws.
Notices of Board Meetings shall be given as follows:
G. Waiver of Notice
Notice of a meeting need not be given to a Governor who signs a waiver of notice or written consent to holding the meeting or an approval of the minutes of the meeting, whether before or after the meeting, or attends the meeting without protest prior to the meeting or at its commencement, of the lack of notice. The Secretary shall incorporate all such waivers, consents and approvals into the minutes of the meeting.
H. Public Notification
Public notification of regular Governing Board meetings to the community at large will be announced in various community news vehicles, e.g., community bulletin boards, newspapers, public service announcements, and church bulletins.
A quorum consists of four (4) members of the fixed number of Governors
B. Action by the Board
The Board may continue to transact business at a meeting at which a quorum was originally present, even though Governors withdraw, provided that any action taken is approved by at least a majority of the quorum required.
The Board may prescribe the manner in which the proceedings of any Board Committee are to be conducted. In the absence of such prescription, a Board Committee may prescribe the manner of conducting its proceedings, except that the regular and special meetings of the Committee are governed by the provisions of these Bylaws with respect to the calling of meetings.
Every Governor has the right to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation, provided that such inspection is conducted at a reasonable time after reasonable notice, and provided that such right of inspection and copying is subject to the obligation to maintain the confidentiality of the reviewed information, in addition to any obligations imposed by any applicable federal, state or local law.
Every Governor has the right to participate in the discussion and vote on all issues before the Board or any Board Committee, except as noted below:
Any Governor shall be excused from the discussion and vote on any matter involving: (a) a self-dealing transaction; (b) a conflict of interest, (c) indemnification of that Governor; or (d) any other matter at the discretion of a majority of the Governors then present.
Every Governor has a duty to maintain the confidentiality of all Board actions, including discussions and votes. Any Governor violating this confidence may be removed from the Board. Moreover, the Academy Faculty or Student Representative may be disciplined, including immediate dismissal, if Board information is disclosed without the Chair's prior approval.
The officers of the Ida B. Wells Community Academy, Inc., consist of a President (hereinafter "Chair"), Vice President (hereinafter "Vice Chair"), a Secretary and a Chief Financial Officer (hereinafter "Business Manager/Treasurer"). The corporation also may have such other officers as the Board deems advisable.
The Board may remove any officer, either with or without cause, at any time. Such removal shall not prejudice the officer's rights, if any, under an employment contract. Any officer may resign at any time by giving written notice to the corporation, the resignation taking effect on receipt of the notice or at a later date as specified in the notice.
The Governors shall not be personally liable for the corporation's debts, liabilities or other obligations.
The corporation shall
indemnify any Governor, officer, employee or other agent of this
If the corporate agent either settles any such claim or sustains a judgment against him/her, then indemnification against expenses, judgments, fines, settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by this corporation but only to the extent allowed by, and in accordance with the requirements of the Ohio Revised Code, Chapter 1702: Nonprofit Corporation Law.
The Board may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any Governor, officer, employee or other agent of the corporation, against any liability other than for violating provisions of law relating to self-dealing asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the provisions of the Ohio Revised Code and Chapter 1702: Nonprofit Corporation Law.
The corporation shall not engage in any self-dealing transactions, except as approved by the Board. "Self-dealing transaction" means a transaction to which the corporation is a party in which one or more of the Governors has a material financial interest ("interested Governor(s)"). Notwithstanding this definition, the following transactions are not self-dealing transactions, and are subject to the Board's general standard of care:
transaction (a) is approved or authorized by the Board in good faith and without unjustified favoritism, and (b) results in a benefit to one or more Governors or their families because they are in a class of persons intended to be benefitted by the program.
A. Fiscal Year
The fiscal year of the corporation begins on July 1 of each year and ends on June 30 of the following year.
Except as otherwise provided in these Bylaws, the Board may adopt a resolution authorizing any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of or on behalf of the corporation. Such authority may be general or confined to specific instances. Unless so authorized, no officer, agent or employee shall have any power to bind the corporation by any contract or engagement, to pledge the corporation's credit, or to render it liable monetarily for any purpose or any amount.
Except as otherwise specifically provided by Board resolution, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation may be signed by the Chair (or in the absense of the Chair, the Vice Chair) and counter-signed by another officer or agent of the corporation, either the Business Manager/Treasurer or the IBWCA Principal/Administrator.
D. Construction and Definitions
Unless the context otherwise requires, the general provisions, rules of construction, and definitions prescribed by statute in the Ohio Revised Code, Chapter 1702: Nonprofit Corporation Law, shall govern the construction of these Bylaws. Without limiting the generality of the foregoing, words in these Bylaws shall be read as the masculine or feminine gender, and as the singular or plural, as the context requires, and the word "person" includes both a corporation and a natural person. The captions and headings in these Bylaws are for convenience of reference only are not intended to limit or define the scope or effect of any provisions.
Any Governor, officer, key employee, or committee member having an interest in a contract, other transaction or program presented to or discussed by the Board or Board Committee for authorization, approval, or ratification shall make a prompt, full and frank disclosure of his or her interest to the Board or committee prior to its acting on such contract or transaction. Such disclosure shall include all relevant and material facts known to such person about the contract or transaction which might reasonably be construed to be adverse to the corporation's interest. The body to which such disclosure is made shall thereupon determine, by majority vote, whether the disclosure shows that a conflict of interest exists or can reasonably be construed to exist. If a conflict is deemed to exist, such person shall not vote on, nor use his or her personal influence on, nor be present during the discussion or deliberations with respect to, such contract or transaction (other than to present factual information or to respond to questions prior to the discussion). The minutes of the meeting shall reflect the disclosure made, the vote thereon and, where applicable, the abstention from voting and participation. The Board may adopt conflict of interest policies requiring:
For the purpose of this section, a person shall be deemed to have an "interest" in a contract or other transaction if he or she is the party (or one of the parties) contracting or dealing with the corporation, or is a director, Governor or officer of, or has a significant financial or influential interest in the entity contracting or dealing with the corporation.
NOTE WELL: Contrary to Ohio Revised Code 3319.21, the Ida B. Wells Community Academy and other community schools in Ohio are statutorily exempt from the prohibition against a school board member "participating in a contract employing a relative of a . . . board member; requirement that these contracts and any contracts in which a board member has a pecuniary interest are void" (see the April 2000 report of the Legislative Office of Education Oversight, "Community Schools in Ohio: First-Year Implementation Report," Appendix C, p. 11 at: http://www.loeo.state.oh.us. the LOEO's Web site.
Whenever any provision of these Bylaws are in conflict with the provisions of the ODE Contract, the provisions of the ODE Contract control.
A majority of the Governors may adopt, amend or repeal these Bylaws.
CERTIFICATE OF BOARD SECRETARY
The undersigned does hereby certify that the undersigned is the Board Secretary of the Ida B. Wells Community Academy, a nonprofit public
benefit corporation duly organized and existing under the laws of the Ohio Revised Code, Chapter 1702: Nonprofit Corporation Law, that the
foregoing Bylaws of said corporation were duly and regularly adopted as such by the Board of Governors of said corporation, which Governors
are the only members of said corporation; and that the above and foregoing Bylaws are now in full force and effect.
/s/ Cynthia Y. Shotwell, Secretary
Originally adopted on April 7, 1999.
Top of Page
"What You Need to Know About the Academy"