Number of Governors
The number of Governors
of the corporation shall be not less than seven (7), nor more than
(15). The Board shall fix the exact number of Governors, within these
by Board resolution or by amendment of the Bylaws. As of the date on
these Bylaws are adopted, the exact maximum number of Governors is
at fifteen (15).
Selection of Governors
Two Governors, Emma
Jean Calhoun and Edward W. Crosby, PhD (the original incorporators),
invite a slate of no more than seven additional Governors from the
occupational, familial and professional strata: Officials from Kent
University and the University of Akron, e.g., deans, directors, and
chairs and faculty, parents, professional educators, health service
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
The eleven (11) current
Governors represent the following occupational groups and backgrounds
resumes are attached):
Edward W. Crosby, PhD, Chair and Founder and Professor
Angela M. Neeley, MBA, Chief Administrative Officer and Treasurer
Janice D. Taylor Heard, PhD, Vice Chair, Director Outreach and
University of Akron
- Mr. John Fuller, Community
Mozella M. Cottingham Watts, MEd, Retired Elementary and Middle
School Principal, Akron Public Schools
Bridgie A. Ford, PhD, Professor, Department of Curricular and
Instructional Studies, The University of Akron
will be selected as and when the Board determines from occupations
similar to the following:
- Mrs. Nikki Marchmon Boykin, MEd,
Certified Social Studies Teacher, Roosevelt High School, Kent City
School and University
Officials or Loan
Public Accountants, and
Ida B. Wells
Community Academy Students
criteria are what expertise and other essential qualities, e.g., fund
grant writing skills, curriculum development and accountability skills,
facilities acquisition and development, and staff development and
skills these potential Governors will bring with them..
Two boards are involved
in the governance, administration and accountability of the Ida B.
Advisory Board reports to the Board of Governors through the Chief
Administrative Officer (CAO) who is a voting member of the Board of
Governors. The Advisory Board meets weekly or daily as deemed necessary
by the Supervisor of Curriculum and Instruction. The Advisory Board
will be composed of 9 persons: the Principle, 2 parents of enrolled
students, 2 certified teachers, 2 enrolled students (7th graders and
above), 2 community residents who serve regularly in the delivery of
educational services as assistant teachers, volunteer food service
workers, playground attendants, etc.
Advisory Board reports
to the Board of Governors through the Principal who is an Ex-Officio
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, 2 parents of enrolled students, 2
teachers, 2 enrolled students (7th graders and above), 2 community
who serve regularly in the delivery of educational services as
teachers, volunteer food service workers, playground attendants, etc.
The Board shall conduct
or direct the affairs of the corporation and exercise its powers,
to the limitations of the Ohio Revised Code, Chapter 1702: Nonprofit
Law, the Articles of Incorporation and these Bylaws. The Board may
the management of the activities of the corporation to others so long
the affairs of the corporation are managed, and its powers are
under the Board's ultimate jurisdiction.
As of May 19, 2000
the corporation received from the U.S. Internal Revenue Service
for tax exempt status under section 501(c)(3).
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:
elect and remove Governors.
select and remove officers, agents and employees of the
to prescribe powers and duties for them; and to fix their compensation.
conduct, manage and control the affairs and activities of the
and to make rules and regulations.
enter into contracts, leases and other agreements which are, in
Board's judgment, necessary or desirable in obtaining the purposes of
the interests of the corporation.
carry on business at a profit and apply any profit that results
the business activity to any not-for-profit educational activity in
the corporation may engage.
act as Governor under any trust incidental to the corporation's
and to receive, hold, administer, exchange and expend funds and
subject to such a trust.
acquire real or personal property, by purchase, exchange, lease,
gift, devise, bequest, or otherwise, and to hold, improve, lease,
mortgage, transfer in trust, encumber, convey or otherwise dispose of
borrow money, incur debt, and to execute and deliver promissory
of trust, mortgages, pledges, hypothecations and other evidences of
lend money and accept conditional or unconditional promissory
therefore, whether interest or non-interest bearing, or secured or
indemnify and maintain insurance on behalf of any of its
officers, employees or agents for liability asserted against or
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
Nonprofit Corporation Law and the limitations noted in these Bylaws.
Number of Governors
The number of Governors
of the corporation shall be not less than seven (7) nor more than
(15). The Board shall fix the exact number of Governors, within these
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
provided the total number of Governors does not exceed 15 and provided
the Board of Governors has agreed to the increase.
Election of Governors
The Academy's Principal shall automatically be an ex
officio 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.
- Eligibility. The Board
may elect any person who in its discretion it
believes will serve the interests of the corporation faithfully and
In addition to other candidates, the Board will consider the following
parent of an active Academy student, who is designated by the
to represent parents (the "Parent Representative").
the graduation of the initial High School class, an alumna
or alumnus of the Academy, who is designated by the Academy's alumni to
represent them (the "Alumni Representative").
Academy teacher, selected by the faculty (the "Academy Faculty
Academy student, selected by the student body (the "Academy
Even though the Academy's
Governing Board is exempt from ORC 3319.21 which prohibits a school
from participating in a contract employing a relative of a member of
board, the Academy has decided on the following policy: Not more than
of the persons serving on the Board may be interested persons. An
person" is: (1) any Governor or person currently being compensated by
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,
brother-in-law, daughter-in-law, son-in-law, mother-in-law or
of any such person.
term of office of all members of the initial Board of Governors
shall be one year.
end of the first year, the Board
shall provide for staggered terms of its Governors, by designating
one-third of the Governors to one-, two- and three-year terms.
the expiration of those designated terms, the term of each Governor
continue for three years, except the term of any Governor who is the
Alumni, Academy Faculty or Academy Student Representative shall be one
Governor, other than a Governor serving as a corporate officer or
the Academy's Principal, Superintendent, Business Mana- ger may serve
more than seven (7) consecutive years.
term of office of a Governor
elected to fill a vacancy on the Board
begins on the date of the Governor's election, and contin- ues: (1) for
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
specified by the Board in the case of a vacancy resulting from the
of the number of Governors authorized.
Governor's term of office shall not be shortened by any reduction
in the number of Governors resulting from amendment of the Articles of
Incorporation or the Bylaws or other Board action.
Governor's term of office shall not be extended beyond that for
the Governor was elected by amendment of the Articles of Incorporation
or the Bylaws or other Board action.
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
for that purpose.
Removal of Governors
The Board may remove a Governor without cause as provided by the Ohio
Code, Chapter 1702: Nonprofit Corporation Law. The Board may also
any Governor who:
consecutively failed to attend three or more of the Board's
Meetings in any calendar year;
declared of unsound mind by a final order of court;
convicted of a felony;
found by a final order or judgment of any court to have
any duty imposed by the Ohio Revised Code, Chapter 1702: Nonprofit
other good causes as the Board may determine.
Resignation by Governor
A Governor may resign
by giving written notice to the Board Chair or Secretary. The
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
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
removal of a Governor, upon declaration of vacancy pursuant to these
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.
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
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
the Board may select by resolution or amendment of the Bylaws.
The Secretary shall note any change in principal office and/or regular
time on the official copy of the Bylaws maintained by the Board
MEETINGS OF THE BOARD
Place and Time
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
parents will be able to attend.
Annual Meeting shall be held in November of
each year for the purpose of electing Governors, making and receiving
on corporate affairs, and transacting other business as comes before
shall be held on the second Friday of each month within the year or on
some other schedule as the Board of Governors determines.
A Special Meeting
shall be held at any time called by the Chair or by any four (4)
A majority of the
Governors present at a meeting, whether or not a quorum, may adjourn
meeting to another time and place. Notice of the time and place of
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
for longer than 24 hours, notice of the adjournment shall be given as
in these Bylaws.
Notices of Board
Meetings shall be given as follows:
Meetings and Regular Meetings may be held without notice if
Bylaws or the Board fix the time and place of such meetings.
Meetings shall be held upon four (4) days' notice by
mail or 48 hours' notice delivered personally or by telephone,
or e-mail. Notices will be deemed given when deposited in the United
mail, addressed to the recipient at the address shown for the recipient
in the corporation's records, first-class postage prepaid; when
delivered in writing to the recipient; or when FAXed, e-mailed, or
orally, in person or by telephone, to the Governor or to a person who
is reasonably believed will communicate it promptly to the Governor.
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
whether before or after the meeting, or attends the meeting without
prior to the meeting or at its commencement, of the lack of notice. The
Secretary shall incorporate all such waivers, consents and approvals
the minutes of the meeting.
of regular Governing Board meetings to the community at large will be
in various community news vehicles, e.g., community bulletin boards,
public service announcements, and church bulletins.
ACTION BY THE BOARD
A quorum consists
four (4) members of the fixed number of Governors
Action by the Board
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
authority thereto, or amending the corporation's Bylaws, where the
of a majority of Governors then in office is required by the Ohio
Code, Chapter 1702: Nonprofit Corporation Law or as set out in these
The Board may continue
to transact business at a meeting at which a quorum was originally
even though Governors withdraw, provided that any action taken is
by at least a majority of the quorum required.
Without a Meeting. The Board may take any required or
action without a meeting if all the Governors individually or
consent in writing to the taking of that action. Such consent shall
the same effect a unanimous vote of the Board, and shall be filed with
the minutes of the Board proceedings.
Meeting by Conference Telephone. Governors may participate in
a Boardmeeting through use of conference telephone or similar
equipment, so long as all Governors participating in such meeting can
one another. Participation in a meeting pursuant to this section
presence in person at such meeting.
Committees (who appoints committee chairs)
of Committees. The Board may appoint one or more Board
by vote of the majority of Governors. A Board Standing Committee will
of not less than two Governors, who shall serve at the pleasure of the
of Board Committees. The Board may delegate to a Board
any of the authority of the Board, except with respect to:
election of Governors.
vacancies on the Board or any committee which has the
of the Board.
fixing of Governor compensation for serving on the Board or on
amendment or repeal of any Board resolution.
amendment or repeal of Bylaws or the adoption of new Bylaws.
appointment of other committees of the Board, or the members of
expenditure of corporate funds to support a nominee for Governor.
approval of any self-dealing transaction, as defined by the Ohio
Revised Code, Chapter 1702: Nonprofit Corporation Law.
The Board may prescribe
the manner in which the proceedings of any Board Committee are to be
In the absence of such prescription, a Board Committee may prescribe
manner of conducting its proceedings, except that the regular and
meetings of the Committee are governed by the provisions of these
with respect to the calling of meetings.
Standard of Care
of Duties. Each Governor shall perform all duties of a
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
care, including reasonable inquiry, as an ordinary prudent person in a
like position would use under similar circumstances.
on Others. In performing the duties of a Governor, a
shall be entitled to rely on information, opinions, reports or
including financial statements and other financial data, presented or
more officers or employees of the corporation whom the
believes to be reliable and competent in the matters presented;
counsel, independent accountants or other persons as to
that the Governor believes are within that person's professional or
Committee on which the Governor does not serve, as to
within its designated authority, provided the Governor believes the
merits confidence and the Governor acts in good faith, after reasonable
inquiry when the need is indicated by the circumstances, and without
that would cause such reliance to be unwarranted.
In investing and dealing with all assets held by the
for investment, the Board shall exercise the standard of care described
above and avoid speculation, looking instead to the permanent
of the funds, considering the probable income, as well as the probable
safety of the corporation's capital. The Board may delegate its
powers to others, provided that those powers are exercised within the
direction of the Board. No investment violates this section where it
to provisions authorizing such investment contained in an instrument or
agreement pursuant to which the assets were contributed to the
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,
that such inspection is conducted at a reasonable time after reasonable
notice, and provided that such right of inspection and copying is
to the obligation to maintain the confidentiality of the reviewed
in addition to any obligations imposed by any applicable federal, state
or local law.
Participation in Discussions and Voting
Every Governor has
the right to participate in the discussion and vote on all issues
the Board or any Board Committee, except as noted below:
Academy Faculty Representative shall not be present for the
and vote on any matter involving: (a) the performance evaluation or
of any administrator or faculty member; (b) administrator or faculty
(c) Executive Sessions of the Board; or (d) any other matter at the
of a majority of the Governors then present.
Academy Student Representative shall not be present for the
and vote on any matter involving: (a) the performance evaluation or
of any administrator, faculty member or student; (b) administrator or
compensation; (c) Executive Session of the Board; or (d) any other
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)
of that Governor; or (d) any other matter at the discretion of a
of the Governors then present.
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
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
"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
- 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
preside at Board meetings.
- 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
- Secretary. The Secretary shall: (a)
keep or cause to be kept, at the
Ida B. Wells Community Academy's principal office, or such other place
as the Board may direct an official book of minutes and agendas all
of the Board and Board Committees, noting the time and place of the
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
and Bylaws, with amendments, and resolutions; (c) give or cause to be
notice of the Board and Committee meetings as required by the Bylaws;
(d) have such other powers and perform such other duties as the Board
- Treasurer/Fiscal Officer. The
Treasurer/Fiscal Officer shall:
keep or cause to be kept adequate and correct accounts of the
properties, receipts and disbursements using MEOSERRC's NeoNet
Financial Services Division; (b) make the books of account available at
all times for inspection by any Governor; (c) deposit or cause to be
the corporation's monies and other valuables in the corporation's name
and to its credit, with the depositories the Board designates; (d)
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
than once every fiscal year, an account of the corporation's financial
transactions and financial condition; (f) prepare any reports on
issues required by an agreement on loans; and (g) have such other
and perform such other duties as the Board may prescribe.
Election, Eligibility and Term of Office
The Board shall elect the officers annually at the Annual
Meeting or a Regular Meeting designated for that purpose or at a
Meeting called for that purpose, except that officers elected to fill
shall be elected as vacancies occur.
A Governor may hold any number of offices, except that
neither the Secretary or Treasurer may serve concurrently as the Chair.
Office. Each officer serves at the pleasure of the Board,
office until resignation,
or disqualification from service, or until his or her successor is
Removal and Resignation
The Board may remove
any officer, either with or without cause, at any time. Such removal
not prejudice the officer's rights, if any, under an employment
Any officer may resign at any time by giving written notice to the
the resignation taking effect on receipt of the notice or at a later
as specified in the notice.
NON-LIABILITY OF GOVERNORS
The Governors shall
not be personally liable for the corporation's debts, liabilities or
INDEMNIFICATION OF CORPORATE AGENTS
The corporation shall
indemnify any Governor, officer, employee or other agent of this
has been successful (1) on the merits in defense of any civil,
administrative or investigative proceeding brought to procure a
against such person by reason of the fact that he/she is, or was, the
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
If the corporate
agent either settles any such claim or sustains a judgment against
then indemnification against expenses, judgments, fines, settlements
other amounts reasonably incurred in connection with such proceedings
be provided by this corporation but only to the extent allowed by, and
in accordance with the requirements of the Ohio Revised Code, Chapter
Nonprofit Corporation Law.
INSURANCE FOR CORPORATE AGENTS
The Board may adopt
a resolution authorizing the purchase and maintenance of insurance on
of any Governor, officer, employee or other agent of the corporation,
any liability other than for violating provisions of law relating to
asserted against or incurred by the agent in such capacity or arising
of the agent's status as such, whether or not the corporation would
the power to indemnify the agent against such liability under the
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
is a party in which one or more of the Governors has a material
interest ("interested Governor(s)"). Notwithstanding this definition,
following transactions are not self-dealing transactions, and are
to the Board's general standard of care:
Board's action of fixing a Governor's compensation as Academy
Superintendent, Business Manager, Governor or corporate officer; or
transaction which is part of a public or charitable program of the
corporation, if the
is approved or authorized by the Board in good faith and without
favoritism, and (b) results in a benefit to one or more Governors or
families because they are in a class of persons intended to be
by the program.
The fiscal year of
the corporation begins on July 1 of each year and ends on June 30 of
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
and deliver any instrument in the name of or on behalf of the
Such authority may be general or confined to specific instances. Unless
so authorized, no officer, agent or employee shall have any power to
the corporation by any contract or engagement, to pledge the
credit, or to render it liable monetarily for any purpose or any amount.
Checks and Notes
Except as otherwise
specifically provided by Board resolution, checks, drafts, promissory
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
the Vice Chair) and counter-signed by another officer or agent of the
either the Business Manager/Treasurer or the IBWCA
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
Nonprofit Corporation Law, shall govern the construction of these
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.
Conflict of Interest
Any Governor, officer,
key employee, or committee member having an interest in a contract,
transaction or program presented to or discussed by the Board or Board
Committee for authorization, approval, or ratification shall make a
full and frank disclosure of his or her interest to the Board or
prior to its acting on such contract or transaction. Such disclosure
include all relevant and material facts known to such person about the
contract or transaction which might reasonably be construed to be
to the corporation's interest. The body to which such disclosure is
shall thereupon determine, by majority vote, whether the disclosure
that a conflict of interest exists or can reasonably be construed to
If a conflict is deemed to exist, such person shall not vote on, nor
his or her personal influence on, nor be present during the discussion
or deliberations with respect to, such contract or transaction (other
to present factual information or to respond to questions prior to the
discussion). The minutes of the meeting shall reflect the disclosure
the vote thereon and, where applicable, the abstention from voting and
participation. The Board may adopt conflict of interest policies
annual statements from Governors, officers, key employees to
disclose existing and potential conflict in interest; and,
and disciplinary actions with respect to transgressions
For the purpose of
this section, a person shall be deemed to have an "interest" in a
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
the entity contracting or dealing with the corporation.
Contrary to Ohio Revised Code 3319.21, the Ida B. Wells Community
and other community schools in Ohio are statutorily exempt from the
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
(see the April 2000 report of the Legislative Office of Education
"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
Outside and Secondary
The Academy’s Office of Human Resources recognizes that some employees
or Board members may elect to engage in various types of employment or
professional or business interests. Such employment or interests are
not inappro-priate or prohibited; however, the Office of Human
Resources of the Ida B. Wells Community Academy must first approve any
secondary or outside employment (broadly defined to include educational
activities) in which employees or Governors may be engaged so that it
can address any possible conflict of interest or conflict with normal
work hours required for an individual's employment with the Ida B.
Wells Community Academy or clash with the individual’s duties and
responsibilities as a member of the Board. This rule is similar to, but
does not conflict with the Faculty and Staff Handbook, which regulates
the conditions allowing faculty and staff to attend continuing
education and professional development credit bearing classes or
workshops during work hours.
This policy is to be placed in the Academy’s Faculty and Staff Handbook
as Appendix Q. The policy is not retroactive. It becomes effective on
January 1, 2006.
your Supervisor or Board Chairperson of your intent to engage in
outside or secondary employment;
approval of your Supervisor or Board Chairperson, you as an employee or
Board member must com-plete and submit a Secondary Employment Inquiry
request and receive formal approval of your supervisor or the Human
Resources Officer. This request for approval should be drafted to
include any pertinent information, nature of job, compensation and
hours of employment, class schedule, your signature and date line as
well as the approval signatures and date lines for your Instructional
Leader and Board Chairperson or his designee;
request for approval will be decided on a case-by-case basis by the
Human Resources Officer in consul-tation with the Chief Administrative
Officer or his / her designee and consistent with: (1) The Faculty and
Staff Handbook as to the compatibility of the outside employment or
business Interest and the Ida B. Wells Commu-nity Academy, and (2) Ohio
Revised Code standards on conflict of interest and independence
(Chapter § 102.02. Duty to File Disclosure Statement with Ethics
• No Academy employee may be
employed by any non-public or for-profit educational entity; and
• The decision of whether an
employee may engage in outside employment will be based on many factors
including, but not limited to, the following:
Both actual and potential appearances of impropriety or conflict of
interest will be considered to protect the public confidence in the Ida
B. Wells Community Academy.
employee may work for a vendor with which the Ida B. Wells Community
Academy conducts business.
Employees are not to engage in outside or secondary employment to the
extent that it impairs performance in their regular assigned duties.
Supervisors are to monitor their employees' performance to determine
whether outside or secondary employment is interfering with their
performance, and if so, they are to take appropriate corrective
Employees are cautioned to consider carefully the demands that
additional work activity will create before requesting permission to
seek or accept outside employment broadly defined. Outside employment
will not be considered an excuse for poor job performance, absenteeism,
tardiness, leaving early, refusal to travel, or refusal to work
overtime or different hours. If outside work activity does cause or
contribute to job-related problems, it must be discontinued; and, if
necessary, disciplinary procedure will be followed to deal with the
• Eligible employees or board members may
accept teaching positions at charter schools, faith-based educa-tional
instructional agencies, state colleges, universities, and / or trade or
• Employees are permitted to accept coaching
and volunteer positions with local school districts.
The Board of Governors approved this policy statement being added to
the Corporation’s Bylaws as an amendment.
Interpretation of ODE Contract
Whenever any provisions
of these Bylaws are in conflict with the provisions of the ODE / LCESC
the provisions of the ODE / LCESC Contract controls.
A majority of the
Governors may adopt, amend or repeal these Bylaws.
The undersigned does
hereby certify that the undersigned is the Board Secretary of the Ida
Wells Community Academy, a nonprofit public
benefit corporation duly
and existing under the laws of the Ohio Revised Code, Chapter 1702:
Corporation Law, that the
foregoing Bylaws of said corporation were
and regularly adopted as such by the Board of Governors of said
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
Cynthia Y Shotwell, Secretary
on April 7, 1999
on November 8, 2002
on November 11, 2005