The Ida B. Wells Community Academy
 

Attachment VII

BYLAWS


 
 
 

novi quid ex Africa
"Everything new 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 by Trustee
        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. 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 Charter
  XIV. Amendments
 
 

THE BYLAWS

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

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



I. MEMBERSHIP

         The corporation has no members. The rights which would otherwise vest in the members vest in the directors of the corporation (hereinafter "Governors") of The Ida B. Wells Community Academy (hereinafter "IBWCA"). Actions which would otherwise require approval by a majority of all members or approval by the members require only approval of a majority of all Governors or approval by the Board of Governors (hereinafter "Board").

II. BOARD OF GOVERNORS

        A. Powers

            The Board shall conduct or direct the affairs of the corporation and exercise its powers, subject to the limitations of the California Nonprofit Public Benefit 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 California Nonprofit Public Benefit Law and the limitations noted in these Bylaws.

        B. Number of Governors

            The number of Governors of the corporation shall be not less than 15 nor more than 29. 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 IBWCA 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 IBWCA student, who is designated by the IBWCA to represent parents (the "Parent Representative").

                b. Following the graduation of the initial High School class, an alumna or alumnus of IBWCA, who is designated by the IBWCA alumni to represent alumni (the "Alumni Representative").

                c. An IBWCA teacher, selected by the IBWCA faculty (the "IBWCA Faculty
Representative").

                d. An IBWCA student, selected by the IBWCA student body (the "IBWCA Student
Representative").

            3. Interested Persons. Not more than 49% 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 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, IBWCA Faculty or IBWCA Student Representative shall be one year.

                c. No Governor, other than a Governor serving as a corporate officer or the IBWCA 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 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 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.

        F. Notices

            Notices of Board Meetings shall be given as follows: 

            1. Annual Meetings and Regular Meetings may be held without notice if the Bylaws or the Board fix the time and place of such meetings.

            2. Special Meetings shall be held upon four days' notice by first-class mail or 48 hours' notice delivered personally or by telephone, facsimile or e-mail. Notices will be deemed given when deposited in the United State mail, addressed to the recipient at the address shown for the recipient in the corporation's records, first-class postage prepaid; when personally delivered in writing to the recipient; or when faxed, e-mailed, or communicated orally, in person or by telephone, to the Governor of to a person whom it is reasonably believed will communicate it promptly to the Governor.

        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.

V. ACTION BY THE BOARD

        A. Quorum

            A quorum consists of one-third of the fixed number of Governors.

        B. Action by the Board

            1. Actions Taken at Board Meetings. The actions done and decisions made by a
majority of the Governors present at a meeting duly held at which a quorum is present are the actions and decisions of the Board, except for purposes of electing Governors, appointing committees and delegating authority thereto, or amending the corporation's Bylaws, where the action of a majority of Governors then in office is required by the Ohio Revised Code, Chapter 1702: Nonprofit Corporation Lawor as set out in these Bylaws.

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.

            2. Actions Without a Meeting. The Board may take any required or permitted action without a meeting if all the Governors individually or collectively consent in writing to the taking of that action. Such consent shall have the same effect a unanimous vote of the Board, and shall be filed with the minutes of the Board proceedings.

            3. Board Meeting by Conference Telephone. Governors may participate in a Boardmeeting through use of conference telephone or similar communication equipment, so long as all Governors participating in such meeting can hear one another. Participation in a meeting pursuant to this section constitutes presence in person at such meeting.

        C. Committees

            1. Appointment of Committees. The Board may appoint one or more Board Committees by vote of the majority of Governors. A Board Standing Committee will consist of not less than two Governors, who shall serve at the pleasure of the Board.

            2. Authority of Board Committees. The Board may delegate to a Board committee any of the authority of the Board, except with respect to:

                a. The election of Governors.

                b. Filling vacancies on the Board or any committee which has the authority of the
Board.

                c. The fixing of Governor compensation for serving on the Board or on any committee.

                d. The amendment or repeal of any Board resolution.

                e. The amendment or repeal of Bylaws or the adoption of new Bylaws.

                f. The appointment of other committees of the Board, or the members of the committees.

               g. The expenditure of corporate funds to support a nominee for Governor.

               h. The approval of any self-dealing transaction, as defined by the Ohio Revised Code, Chapter 1702: Nonprofit Corporation Law.

       D. Procedures of Committees. 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.

       E. Standard of Care

            1. Performance of Duties. Each Governor shall perform all duties of a Governor, including duties on any Board Committee, in good faith, in a manner the Governor believes to be in the corporation's best interest and with such care, including reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances.

            2. Reliance on Others. In performing the duties of a Governor, a Governor shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, presented or prepared by:

               a. One or more officers or employees of the corporation whom the Governor believes to be reliable and competent in the matters presented;

               b. Legal counsel, independent accountants or other persons as to matters that the
Governor believes are within that person's professional or expert competence; or 

               c. A Board Committee on which the Governor does not serve, as to matters within its designated authority, provided the Governor believes the Committee merits confidence and the Governor acts in good faith, after reasonable inquiry when the need is indicated by the circumstances, and without knowledge that would cause such reliance to be unwarranted.

            3. Investments. In investing and dealing with all assets held by the corporation for investment, the Board shall exercise the standard of care described above and avoid speculation, looking instead to the permanent disposition of the funds, considering the probable income, as well as the probable safety of the corporation's capital. The Board may delegate its investment powers to others, provided that those powers are exercised within the ultimate direction of the Board. No investment violates this section where it conforms to provisions authorizing such investment contained in an instrument or agreement pursuant to which the assets were contributed to the corporation.

        E. Rights of Inspection

            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.

        F. Participation in Discussions and Voting

            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:

            1. The IBWCA Faculty Representative shall not be present for the discussion and vote on any matter involving: (a) the performance evaluation or discipline of any administrator or faculty member; (b) administrator or faculty compensation; (c) Executive Sessions of the Board; or (d) any other matter at the discretion of a majority of the Governors then present.

            2. The IBWCA Student Representative shall not be present for the discussion and vote on any matter involving: (a) the performance evaluation or discipline of any administrator, faculty member or student; (b) administrator or faculty compensation; (c) Executive Session of the Board; or (d) any other matter at the discretion of a majority of the Governors then present.

            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.

        G. Duty to Maintain Board Confidences

           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 IBWCA Faculty or Student Representative may be disciplined, including immediate dismissal, if Board information is disclosed without the Chair's prior approval.

VI. OFFICERS

            A. Officers

                The officers of the corporation consist of a President (hereinafter "Chair"), Vice President (hereinafter "Vice Chair"), a Secretary and a Chief Financial Officer (hereinafter "Treasurer"). The corporation also may have such other officers as the Board deems advisable.

                1. Chair. Subject to Board control, the Chair has general supervision, direction and control of the affairs of the corporation, and such other powers and duties as the Board may prescribe. If present, the Chair shall preside at Board meetings.

                2. Vice Chair. If the Chair is absent or disabled, the Vice Chair shall perform all the Chair's duties and, when so acting, shall have all the Chair's powers and be subject to the same restrictions. The Vice Chair shall have other such powers and perform such other duties as the Board may prescribe.

                3. Secretary. The Secretary shall: (a) keep or cause to be kept, at the corporation's  principal office, or such other place as the Board may direct a book of minutes of all meetings of the Board and Board Committees, noting the time and place of the meeting, whether it was regular or special (and if special, how authorized), the notice given, the names of those present, and the proceedings; (b) keep or cause to be kept a copy of the corporation's Articles of Incorporation and Bylaws, with amendments; (c) give or cause to be given notice of the Board and Committee meetings as required by the Bylaws; and (d) have such other powers and perform such other duties as the Board may prescribe.

               4. Treasurer. The Treasurer shall: (a) keep or cause to be kept adequate and correct accounts of the corporation's properties, receipts and disbursements; (b) make the books of account available at all times for inspection by any Governor; (c) deposit or cause to be deposited the corporation's monies and other valuables in the corporation's name and to its credit, with the depositories the Board designates; (d) disburse or cause to be disbursed the corporation's funds as the Board directs; (e) render to the Chair and the Board, as requested but no less frequently than once every fiscal year, an account of the corporation's financial transactions and financial condition; (f) prepare any reports on financial issues required by an agreement on loans; and (g) have such other powers and perform such other duties as the Board may prescribe.

        B. Election, Eligibility and Term of Office

            1. Election. The Board shall elect the officers annually at the Annual Meeting or a Regular Meeting designated for that purpose or at a Special Meeting called for that purpose, except that officers elected to fill vacancies shall be elected as vacancies occur.

            2. Eligibility. A Governor may hold any number of offices, except that neither the Secretary or Treasurer may serve concurrently as the Chair.

            3. Term of Office. Each officer serves at the pleasure of the Board, holding office until
resignation, removal or disqualification from service, or until his or her successor is elected.

        C. Removal and Resignation

            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 of specified in the notice.

VII. NON-LIABILITY OF GOVERNORS

            The Governors shall not be personally liable for the corporation's debts, liabilities or other obligations. 

VIII. INDEMNIFICATION OF CORPORATE AGENTS

           The corporation shall indemnify any Governor, officer, employee or other agent of this
corporation, who has been successful (1) on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of the fact that he/she is, or was, the corporation's agent, or (2) in defense of any claim, issue or matter therein. In such case, the corporation will provide indemnity against expenses actually and reasonably incurred by the person in connection with such proceeding.

          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.

IX. INSURANCE FOR CORPORATE AGENTS

           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, Chapter 1702: Nonprofit Corporation Law.

X. SELF-DEALING TRANSACTIONS

           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:

           1. The Board's action of fixing a Governor's compensation as IBWCA Principal, a Governor or corporate officer; or 

           2. A transaction which is part of a public or charitable program of the corporation, if the
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.

XI. OTHER PROVISIONS

            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.

            B. Execution of Instruments

                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.

           C. Checks and Notes

               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, Treasurer or IBWCA Principal.

           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.

          E. Conflict of Interest

              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 in 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:

             1. Regular annual statements from Governors, officers, key employees to disclose existing and potential conflict in interest; and,

             2. Corrective and disciplinary actions with respect to transgressions of such policies.

                 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.

        F. Interpretation of Charter

            Whenever any provision of these Bylaws are in conflict with the provisions of the Charter, the provisions of these Bylaws control.

XII. AMENDMENTS

        A majority of the Governors may adopt, amend or repeal these Bylaws.

CERTIFICATE OF SECRETARY

The undersigned does hereby certify that the undersigned is the Secretary of the Leadership High School, a nonprofit public benefit corporation duly organized and existing under the laws of the State of California, 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.
 
 

Secretary 
 


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