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):
- Dr.
Edward W. Crosby, PhD, Chair and Founder and Professor
Emeritus,
Kent State
University
- Mrs.
Angela M. Neeley, MBA, Chief Administrative Officer and Treasurer
- Dr.
Janice D. Taylor Heard, PhD, Vice Chair, Director Outreach and
Retention,
The
University of Akron
- Mr. John Fuller, Community
Representative
- Mrs.
Mozella M. Cottingham Watts, MEd, Retired Elementary and Middle
School Principal, Akron Public Schools
- Dr.
Bridgie A. Ford, PhD, Professor, Department of Curricular and
Instructional Studies, The University of Akron
- Mrs. Nikki Marchmon Boykin, MEd,
Certified Social Studies Teacher, Roosevelt High School, Kent City
Schools
The
additional Governors
will be selected as and when the Board determines from occupations
similar to the following:
- Business
Leaders and
Corporate Executives
- Public
School and University
Educators
- Bank
Officials or Loan
Officers
- Health
Service Professionals
- Accountants
or Certified
Public Accountants, and
- Parents
of
Ida B. Wells
Community Academy Students
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
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.
- The
Advisory Board reports
to the Board of Governors through the Principal 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, 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.
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:
- To
elect and remove Governors.
- To
select and remove officers, agents and employees of the
corporation;
to prescribe powers and duties for them; and to fix their compensation.
- To
conduct, manage and control the affairs and activities of the
corporation,
and to make rules and regulations.
- 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.
- To
carry on business at a profit and apply any profit that results
from
the business activity to any not-for-profit educational activity in
which
the corporation may engage.
- 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.
- 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.
- 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.
- To
lend money and accept conditional or unconditional promissory
notes
therefore, whether interest or non-interest bearing, or secured or
unsecured.
- 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 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.
C.
Election of Governors
- Election.
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
effectively.
In addition to other candidates, the Board will consider the following
nominees:
- A
parent of an active Academy student, who is designated by the
Academy
to represent parents (the "Parent Representative").
- Following
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").
- An
Academy teacher, selected by the faculty (the "Academy Faculty
Representative").
- An
Academy student, selected by the student body (the "Academy
Student
Representative").
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
term of office of all members of the initial Board of Governors
shall be one year.
- 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.
- No
Governor, other than a Governor serving as a corporate officer or
the Academy's Principal, Superintendent, Business Mana- ger may serve
for
more than seven (7) consecutive years.
- The
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
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.
- A
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.
- 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.
- 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 also
remove
any Governor who:
- Has
consecutively failed to attend three or more of the Board's
Regular
Meetings in any calendar year;
- Has
been
declared of unsound mind by a final order of court;
- Has
been
convicted of a felony;
- 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
- 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 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:
- Annual
Meetings and Regular Meetings may be held without notice if
the
Bylaws or the Board fix the time and place of such meetings.
- Special
Meetings shall be held upon four (4) 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
States
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 or to a person who
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.
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.
V.
ACTION BY THE BOARD
A.
Quorum
A quorum consists
of
four (4) members of the fixed number of Governors
B.
Action by the Board
- 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 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 a unanimous vote of the Board, and shall be filed with
the minutes of the Board proceedings.
- 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 (who appoints committee chairs)
- 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.
- Authority
of Board Committees. The Board may delegate to a Board
committee
any of the authority of the Board, except with respect to:
- The
election of Governors.
- Filling
vacancies on the Board or any committee which has the
authority
of the Board.
- The
fixing of Governor compensation for serving on the Board or on
any
committee.
- The
amendment or repeal of any Board resolution.
- The
amendment or repeal of Bylaws or the adoption of new Bylaws.
- The
appointment of other committees of the Board, or the members of
the committees.
- The
expenditure of corporate funds to support a nominee for Governor.
- The
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
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.
D.
Standard of Care
- 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.
- 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:
- One
or
more officers or employees of the corporation whom the
Governor
believes to be reliable and competent in the matters presented;
- Legal
counsel, independent accountants or other persons as to
matters
that the Governor believes are within that person's professional or
expert
competence; or
- 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.
- 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:
- The
Academy 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.
- The
Academy 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 Academy 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
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.
- 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.
- 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.
- 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
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, and resolutions; (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.
- Treasurer/Fiscal Officer. The
Treasurer/Fiscal Officer shall:
(a)
keep or cause to be kept adequate and correct accounts of the
corporation's
properties, receipts and disbursements using MEOSERRC's NeoNet
Computerized
Financial Services Division; (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
- 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.
- Eligibility.
A Governor may hold any number of offices, except that
neither the Secretary or Treasurer may serve concurrently as the Chair.
- 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
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
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 and 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:
- The
Board's action of fixing a Governor's compensation as Academy
Principal,
Superintendent, Business Manager, Governor or corporate officer; or
- 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 (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.
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 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:
- Regular
annual statements from Governors, officers, key employees to
disclose existing and potential conflict in interest; and,
- 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.
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
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.
GUIDELINES:
• Notify
your Supervisor or Board Chairperson of your intent to engage in
outside or secondary employment;
• Upon
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;
• Each
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
Commission);
• 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:
Exclusions:
•
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.
• No
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
action.
•
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
specific problems.
Exceptions
• 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
technical schools.
• 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.
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
Cynthia Y Shotwell, Secretary
Originally
adopted
on April 7, 1999
Revised
on November 8, 2002
Updated
on November 11, 2005
|