The Ida B. Wells Community Academy
 
 

BY-LAWSand GOVERNANCE Handbook
 
 

semper novi quid ex Africa!
"Everything new always comes out of Africa!"  Pliny




TABLE OF CONTENTS
       I. Membership
      II. Board of Governors
         A. Powers
         B. Number of Governors
         C. Election of Governors and Term of Office
             1. Election
             2. Eligibility
             3. Interested Persons
             4. Term of Office
             5. Time of Elections
         D. Removal of Governors
         E. Resignation of Governor
         F. Vacancies
         G. Compensation of Governors
     III. Principal Office
    IV. Meetings of the Board
         A. Place of Meetings
         B. Annual Meetings
         C. Regular Meetings
         D. Special Meetings
         E. Adjournment
         F. Notices
        G. Waiver of Notice
    V. Action by the Board
        A. Quorum
        B. Action by the Board
            1. Actions Taken at Board Meetings
            2. Actions Without a Meeting
            3. Board Meeting by Conference Telephone
        C. Committees
            1. Appointment of Committees
            2. Authority of Board Committees
            3. Procedures of Committees
        D. Standard of Care
            1. Performance of Duties
            2. Reliance on Others
            3. Investments
        E. Rights of Inspection
        F. Participation in Discussions and Voting
       G. Duty to Maintain Board Confidences
  VI. Officers and Elections
       A. Officers
           1. Chair
           2. Vice Chair
           3. Secretary
           4. Business Manager/Treasurer
       B. Elections, Eligibility and Term of Office
           1. Election
           2. Eligibility
           3. Term of Office
       C. Removal and Resignation
 VII. Non-Liability of Governors
VIII. Indemnification Of Corporate Agents
  IX. Insurance for Corporate Agents
   X. Self-Dealing Transactions
  XI. Other Provisions
       A. Fiscal Year
       B. Execution of Instruments
       C. Checks and Notes
       D. Construction and Definitions
       E. Conflict of Interest
       F. Interpretation of Contract
XIV. Amendments and Resolutions
      A. Change of Principal Office
        B. Number of Governors to Constitute a Quorum
        C. Resolution to Authorize Employer 'Pickup" of Employee Contribution
      D. Special Meeting to Amend Articles of Incorporation
        E. Interdistrict Transfer Resolution
        F. Ohio Revised Code, HB 282, Section 3314.06
       G. A Pledge or Affirmation of Public Office
       H. State of Ohio Cooperative Purchasing Program
        I. Vacation and time Off Policy
CERTIFICATE OF SECRETARY
 
 

THE BY LAWS
(enacted by the Board of Governors on March 28, 1999)

for the regulation, except as otherwise provided by the statute of the Articles of Incorporation,
of

The Ida B. Wells Community Academy
a state of Ohio nonprofit corporation for the benefit of the public

I. MEMBERSHIP

       Number of Governors

The number of Governors of the corporation shall be not less than 9 nor more than 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 are adopted, the exact number of Governors is fixed at 15.

       Selection of Governors

The 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 15. 

These seven [original] Governors represent the following occupational groups and backgrounds (their resumes are attached):

  • Darryl S. Tukufu, PhD, in Sociology and former President and Executive Director of 

  • the Greater Cleveland Round Table , and former Executive Director of the Urban  League of Portland, Oregon, Council Person, City of Akron 
  • Marlene R. Dorsey, PhD, Dean, College of Continuing Studies, Kent State University
  • Dean L. Seavers, MBA, Marketing and Sales Executive, Allied Domecq Retailing USA, Chicago, Illinois
  • Beverly Parker, MA, Certified Teacher, Speech and Hearing Specialist, Akron Public Schools
  • Kim D. Amponsah, Esq., Tax Division, National City Bank, Cleveland, Ohio
  • Angela M. Neal-Barnett, PhD, Associate Professor, Clinical Psychology, Kent State University
The other six Governors will be selected from any of the following occupations:
  • Community Lay Persons
  • Business Leaders and Corporate Executives
  • Public School and University Educators
  • Bank Official or Loan Officers
  • Health Service Professionals
  • Accountants or Certified Public Accountants, and
  • Parents of Ida B. Wells Community Academy Students 
A 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 organization 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 primary governance and administrative organization is the Board of Governors.  The Board of Governors meets on a monthly or bi-monthly schedule depending on the fullness of the Board's work schedule. The Board of Governors is responsible for the conduct and administra-tion of the Ida B. Wells Community Academy as well as the conduct and administration of its Site-Based Management Team, hereinafter "Advisory Board."
  • The Advisory Board reports to the Board of Governors through the Principal/Admini- strator who is an Ex-Officio member of the Board of Governors. The Advisiory Board meets weekly or daily as deemed necessary by the Principal. The Advisory Board will be composed of 9 persons: the Principle/Administrator, 2 parents of enrolled students, 2 certified teachers, 2 enrolled students (preferably 7th graders and above), 2 community residents who serve regularly in the delivery of educational services as teacher aids, volunteer food service workers, playground attendants, etc.
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.

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:

         1. To elect and remove Governors.
         2. To select and remove officers, agents and employees of the corporation; to prescribe powers and duties for them; and to fix their compensation.
         3. To conduct, manage and control the affairs and activities of the corporation, and to make rules and regulations.
         4. To enter into contracts, leases and other agreements which are, in the Board's judgment, necessary or desirable in obtaining the purposes of promoting the interests of the corporation.
         5. To carry on a business at a profit and apply any profit that results from the business activity to any activity in which the corporation may engage.
         6. To act as Governor under any trust incidental to the corporation's purposes, and to receive, hold, administer, exchange and expend funds and property subject to such a trust.
         7. To acquire real or personal property, by purchase, exchange, lease, gift, devise, bequest, or otherwise, and to hold, improve, lease, sublease, mortgage, transfer in trust, encumber, convey or otherwise dispose of such property.
         8. To borrow money, incur debt, and to execute and deliver promissory notes, bonds,
debentures, deeds of trust, mortgages, pledges, hypothecations and other evidences of debt and securities.
         9. To lend money and accept conditional or unconditional promissory notes therefore, whether interest or non-interest bearing, or secured or unsecured.
       10. To indemnify and maintain insurance on behalf of any of its Governors, officers, employees or agents for liability asserted against or incurred by such person in such capacity or arising out of such person's status as such, subject to the provisions of the Ohio Revised Code, Chapter 1702: Nonprofit Corporation Law and the limitations noted in these Bylaws.

      B. Number of Governors

The number of Governors of the corporation shall be not less than 9 nor more than 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 are adopted, the exact number of Governors is fixed at 15.

      C. Election of Governors

                1. Election. The Academy Principal shall automatically be a Governor. The Board shall elect the remaining Governors by the vote of a majority of the Governors then in office, whether or not the number of Governors in office is sufficient to constitute a quorum, or by the sole remaining Governor.
               2. Eligibility. The Board may elect any person who in its discretion it believes will serve the interests of the corporation faithfully and effectively. In addition to other candidates, the Board will consider the following nominees:

                   a. A parent of an active Academy student, who is designated by the Academy to represent parents (the "Parent Representative").
                   b. Following the graduation of the initial High School class, an alumna or alumnus of the Academy, who is designated by the Academy alumni to represent alumni (the "Alumni Representative").
                   c. An Academy teacher, selected by the Academy faculty ("the Academy Faculty
Representative").
                   d. An Academy student, selected by the Academy student body (the "Academy Student
Representative").

               3. Interested Persons. Not more than 20% of the persons serving on the Board may be interested persons. An "interested person" is: (1) any 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.

               4. Term of Office

                   a. The term of office of all members of the initial full Board of Governors shall be one year.
                   b. At the end of the first year, the Board shall provide for staggered terms of its Governors, by designating approximately one-third of the Governors to one-, two- and three-year terms. Following the expiration of those designated terms, the term of each Governor shall continue for three years, except the term of any Governor who is the Parent, Alumni, Academy Faculty or Academy Student Representative shall be one year.
                   c. No Governor, other than a Governor serving as a corporate officer or the Academy Principal, may serve for more than seven (7) consecutive years.
                   d. The term of office of a Governor elected to fill a vacancy in these Bylaws begins on the date of the Governor's election, and continues: (1) for the balance of the unexpired term in the case of a vacancy created because of the resignation, removal, or death of a Governor, or (2) for the term specified by the Board in the case of a vacancy resulting from the increase of the number of Governors authorized.
                   e. A Governor's term of office shall not be shortened by any reduction in the number of Governor resulting from amendment of the Articles of Incorporation or the Bylaws or other Board action.
                   f.  A Governor's term of office shall not be extended beyond that for which the Governor was elected by amendment of the Articles of Incorporation or the Bylaws or other Board action.

               5. Time of Elections. The Board shall elect Governors whose terms begin on July 1 of a given year at the Annual Meeting for that year, or at a Regular Meeting designated for that purpose, or at a Special Meeting called for that purpose.

      D. Removal of Governors

                The Board may remove a Governor without cause as provided by the Ohio Revised Code, Chapter 1702: Nonprofit Corporation Law. The Board may remove any Governor who: 

                1. Has failed to attend two or more of the Board's Regular Meetings in any calendar year;
                2. Has been declared of unsound mind by a final order of court;
                3. Has been convicted of a felony;
                4. Has been found by a final order or judgment of any court to have breached any duty imposed by the Ohio Revised Code, Chapter 1702: Nonprofit Corporation Law ; or
                5. For such other good causes as the Board may determine.

      E. Resignation by Governor

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.

      F. Vacancies

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.

      G. Compensation 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.

III. PRINCIPAL OFFICE

The corporation's principal office shall be at the Akron Urban League and Community Service Center, 250 E. Market Street, Akron, Ohio, or at such other place as the Board may select by resolution or amendment of the Bylaws. The Secretary shall note any change in principal office on the copy of the Bylaws maintained by the Secretary.

IV. MEETINGS OF THE BOARD

      A. Place of Meetings

Board Meetings shall be held at the corporation's principal office or at any other reasonably convenient place as the Board may designate.

      B. Annual Meetings

An Annual Meeting shall be held in May 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 monthly within the year or on some other schedule as the Board determines.

      D. Special Meetings

A Special Meeting shall be held at any time called by the Chair or by any five Governors.

      E. Adjournment

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 tim