The Ida
B.
Wells Community Academy
a state of
Ohio
nonprofit corporation for the benefit of the public semper
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
I.
MEMBERSHIP
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):
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. The corporation's principal office shall be at 815 Copley Road, Akron, Ohio 44320-2901 (Phone: 330.867.1085, FAX: 330.867.1074), 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 and/or regular meeting time on the official copy of the Bylaws maintained by the Board Secretary. 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. 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:
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 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.
C. Committees (who appoints committee chairs)
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. 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:
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 Academy Faculty or Student Representative may be disciplined, including immediate dismissal, if Board information is disclosed without the Chair's prior approval. A. Officers 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.
B. Election, Eligibility and Term of Office
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. 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
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 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. On November 7, 2005, the Board of Governors at its
regular meeting approved a Conflict of Interest Disclosure Policy
statement which reads as follows: Conflict of Interest
Disclosure Policy
Outside and Secondary
Employment F. Interpretation of ODE Contract Whenever any provisions of these Bylaws are in conflict with the provisions of the ODE / LCESC Contract, the provisions of the ODE / LCESC Contract controls. XII. AMENDMENTS 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 Originally
adopted
on April 7, 1999
Revised on November 8, 2002 Updated on November 11, 2005 The Board of Governors
of The Ida B. Wells Community Academy, Inc., a state of Ohio nonprofit corporation for the benefit of the public and for the regulation and governance, except as otherwise provided by the nonprofit corporation laws of the state of Ohio and its Articles of Incorporation I. Number of Governors The number of Governors of the corporation’s Board of Governors shall not be more than five (5). As of the date on which these amended Bylaws are approved, the exact maximum number of Governors is fixed at five (5). A. Selection of Governors The Board shall install the requisite number of Governors to maintain its fixed number at five (5). The newly nominated, reviewed, and installed Governors shall be selected from the following classifications of eligible persons: business persons, professional educators, parents of students and / or qualified lay community residents, etc. Newly approved Governors shall be installed at the next regular meeting of the Board. Should there arise a need to install Governors prior to the next Board meeting, that decision will, without objection from the membership, be left to the discretion of the Board chair. Since the highly important Financial Affairs and Planning Committee currently has only three (3) members, it is determined that, given the nature of this committee’s responsibilities, scope of fiscal and program development topics considered, and consequent importance to the corporation’s financial and educational planning and oversight, the corporation shall add to this committee two qualified members to strengthen the breadth of the committee’s stakeholder representation. The Bylaws, therefore, stipulate that, noting that this committee’s plans and financial considerations should always be available at Board meetings, no fewer than two members of the committee’s membership must be selected to attend all Board meetings. The Board should seek to invite a slate of no more than ten advisors to the Board from the following occupational and professional strata: officials from Kent State University and the University of Akron, e.g., deans, directors, and department chairs and faculty; parents; public and private funding agencies; health service professionals; lay persons residing in the community; psychologists; school teachers; and attorney and business persons. B. Board Membership Four of five (5) Governors have been installed and currently represent the following occupational groups and backgrounds: • Mrs. Mozella M. Cottingham Watts, MEd, Chair Pro Tem, Retired Elementary and Middle School Principal, Akron Public Schools • Dr. Janice D. Taylor Heard, PhD, Vice Chair, Director Outreach and Retention, Cleveland State University • Mr. John Fuller, BA, Retired City Planner, Department of Planning / Urban Development, City of Akron • Dr. Bridgie A. Ford, PhD, Professor, Department of Curricular and Instructional Studies, The University of Akron • [This Governor's Seat is Vacant] C. Committees The Board of Governors has established five (5) Standing Committees. They are: • The Financial Affairs and Program Planning Committee (5 member limit) • Student and Staff Recruitment & Public Relations Committee (2 or more members) • Personnel and Grievance Committee (2 members, augmented to five when grievance is filed) • Curriculum, Research and Assessment Committee (2 or more members) • Ad Hoc Committee (established to handle a pressing Board concerns; the number of Ad Hoc committees formed and their membership is flexible) Additional Standing Committees may be formed as needed. D. Appointment of Committees The Board may establish one or more Board Committees by vote of the majority of Governors. A Board Standing Committee shall consist of no more than two Governors, who shall serve at the pleasure of the Board; all other persons on these committees serve in an advisory capacity. Committee membership may be expanded so as to have a limited number of business persons, professional educators, parents of students and / or qualified lay community residents sit on selected committees. They are appointed to help accomplish the respective committees’ assigned tasks. The object of these appointments is to maintain the possibility of having quality input from representatives of our lay and professional communities which are our traditional stakeholders. • Standing Committee Chairs Committee Chairs are self-selected based on the individual's personal or demonstrated interest and / or professional preparation. Once a chairperson has been identified, the Board meets to vote to approve his or her appointment. The newly approved chair selects the vice chair and the remaining members; • Authority of Board Committees The Board may delegate to a Board committee any of the authority of the Board, except with respect to: • Electing of Governors; • Filling vacancies on the Board or any committee which has the authority of the Board; • Fixing of Governor compensation for serving on the Board or on any committee; • Amending or repealing of any Board resolution; • Amending or repealing of Bylaws articles or the adoption of new Bylaws; • Appointing committees of the Board, or the members of the committees; • Expending corporate funds to support a nominee for Governor; and • Approving any self-dealing transaction, as defined by the Ohio Revised Code, Chapter 1702: Nonprofit Corporation Law. • Procedures of Committees The Board may prescribe by Board Resolution 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, etc. The committee’s structure and signed minutes of each meeting must be reported to the Board. II. ACTION BY THE BOARD A. Quorum A quorum consists of three (3) members of the fixed number of Governors. B. Actions Taken at Board Meetings • The actions taken and decisions made at a Board meeting duly held at which at least a majority of the quorum is present are allowable Board actions and decisions, 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 Law or 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. • 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 as a unanimous vote of the Board, and shall be filed with the minutes of the Board proceedings. Participation in a meeting pursuant to this section constitutes presence in person at such meeting. • Board Meeting by Conference Telephone Governors may participate in a Board meeting 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. 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 amendments to the Bylaws are now in full force and effect. /s/ Cynthia Y. Shotwell Cynthia Y. Shotwell, Secretary Amendments unanimously approved and recorded on June 24, 2006
|
Top of Page |
"What You Need to Know About the Academy" |