The Ida B. Wells Community Academy
a state of
nonprofit corporation for the benefit of the public
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
Board of Governors
Number of Governors
Election of Governors and Term of Office
Removal of Governors
Resignation of Governor
Compensation of Governors
Meetings of the Board
Place of Meetings
Action by the Board
Procedures of Committees
Standard of Care
Rights of Inspection
Discussions and Voting
Duty to Maintain Board Confidences
Officers and Elections
Elections, Eligibility and Term of Office
Removal and Resignation
Non-Liability of Governors
Indemnification Of Corporate Agents
Insurance for Corporate Agents
Execution of Instruments
Checks and Notes
Conflict of Interest
Interpretation of ODE Contract
| I. MEMBERSHIP
The corporation has no members. The rights which would otherwise vest in the members vest in the directors of the corporation (hereinafter "Governors") of The Ida B. Wells Community Academy (hereinafter "the Academy"). Actions which would otherwise require approval by a majority of all Governors or approval by the Board of Gover-nors (hereinafter "Board") are allowable when taken at a Board meeting duly held at which at least a majority of the quorum is present.
II. BOARD OF GOVERNORS
The Board shall conduct or direct the affairs of the corporation, that is the Ida B. Wells Community Academy, Inc., and exercise its powers, subject to the limitations of the Revised Code Chapter 1702, nonprofit corporation laws of the state of Ohio, its 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:
1. To elect and remove Governors.
2. To select and remove officers, agents and employees of the corporation; to prescribe powers and
duties for them; and to fix their compensation.
3. To conduct, manage and control the affairs and activities of the corporation, and to make rules
4. To enter into contracts, leases and other agreements which are, in the Board's judgment, neces-sary or desirable in obtaining the purposes of promoting the interests of the corporation.
5. To carry on a business at a profit and apply any profit that results from the business activity to any activity in which the corporation may engage.
6. To act as Governor under any trust incidental to the corporation's purposes, and to receive, hold, administer, exchange and expend funds and property subject to such a trust.
7. To acquire real or personal property, by purchase, exchange, lease, gift, devise, bequest, or otherwise, and to hold, improve, lease, sublease, mortgage, transfer in trust, encumber, convey or otherwise dispose of such property.
8. To borrow money, incur debt, and to execute and deliver promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations and other evidences of debt and securities.
9. To lend money and accept conditional or unconditional promissory notes therefore, whether interest or non-interest bearing, or secured or unsecured.
10. To indemnify and maintain insurance on behalf of any of its Governors, officers, employees or agents for liability asserted against or incurred by such person in such capacity or arising out of such person's status as such, subject to the provisions of the Revised Code Chapter 1702, nonprofit corporation laws of the state of Ohio and the limitations noted in these Bylaws.
B. Selection of Governors
The Board shall install the requisite number of Governors to maintain its fixed number at five (5). The newly nomi-nated, 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 over-sight, the corporation shall add to this committee two qualified members to strengthen the breadth of the commit-tee’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 commit-tee’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.
C. Board Membership
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).
Four of five (5) Governors have been installed and currently represent the following occupational groups and backgrounds:
• Dr. Janice D. Taylor Heard, PhD, Chair, Director Comprehensive Learning Center, Cleveland State University
• Mr. Jimmie Hicks, Jr., President and CEO, Hicks Nationwide Insurance Company, Inc., Cleveland Heights, Ohio
• Mr. John Fuller, BA, Retired City Planner, Department of Planning / Urban Development, City of Akron
• Dr. Bridgie A. Ford, PhD, Professor, Interim Chair, Department of Curricular and Instructional Studies, The University of Akron
• [This Governor's Seat is Vacant]
D. Election of Governors
1. Election. The Academy Principal shall automatically be a Governor. The Board shall elect the
remaining Governors by the vote of a majority of the Governors then in office, whether or not the number of Governors in office is sufficient to constitute a quorum, or by the sole remaining Governor.
2. Eligibility. The Board may elect any person who in its discretion it believes will serve the interests
of the corporation faithfully and effectively. In addition to other candidates, the Board will consider the following nominees:
a. A parent of an active Academy student, who is designated by the Academy to represent
parents (the "Parent Representative").
b. Following the graduation of the initial class, an alumna or alumnus of the Academy, who is
designated by the Academy alumni to represent alumni (the "Alumni Representative").
c. An Academy teacher, selected by the Academy faculty (the "Academy Faculty Represen-
d. An Academy student, selected by the Academy student body (the "Academy Student Repre-sentative").
3. Interested Persons. Not more than 20% of the persons serving on the Board may be interested
persons. An "interested person" is: (1) any person currently being compensated by the corporation for services rendered to it within the previous 12 months, whether as a full-time or part-time employee, independent contractor or otherwise, excluding any reasonable compensation paid to a Governor as Governor; or (2) any sister, brother, ancestor, descendant, spouse, sister-in-law, brother-in-law, daughter-in-law, son-in-law, mother-in-law or father-in-law of any such person.
4. Term of Office
a. The term of office of all members of the initial Board of Governors shall be one year.
b. At the end of the first year, the Board, if it so deems, shall provide for staggered terms of its Governors, by designating approximately one-third of the Governors to one-, two- and three-year terms. Following the expiration of those designated terms, the term of each Governor shall continue for three years, except the term of any Governor who is the parent, alumni, Academy faculty or Academy student representative shall be one year.
c. No Governor, other than a Governor serving as a corporate officer may serve for more than
seven (7) consecutive years, unless the Board acts to remove this stipulation.
d. The term of office of a Governor elected to fill a vacancy in these Bylaws begins on the date of the Governor's election, and continues: (1) for the balance of the unexpired term in the case of a vacancy created because of the resignation, removal, or death of a Governor, or (2) for the term specified by the Board in the case of a vacancy resulting from the increase of the number of Governors authorized.
e. A Governor's term of office shall not be shortened by any reduction in the number of Governor
resulting from amendment of the Articles of Incorporation or the Bylaws or other Board action.
f. A Governor's term of office shall not be extended beyond that for which the Governor was elected by amendment of the Articles of Incorporation or the Bylaws or other Board action.
5. Time of Elections. The Board shall elect Governors whose terms begin on July 1 of a given year at the Annual Meeting for that year, or at a Regular Meeting designated for that purpose, or at a Special Meeting called for that purpose.
E. Removal of Governors
The Board may remove a Governor without cause as provided by the Ohio Revised Code, Chapter 1702, nonpro-fit corporation law. The Board may remove any Governor who:
1. Has failed to attend two or more of the Board's Regular Meetings in any calendar year;
2. Has been declared of unsound mind by a final order of court;
3. Has been convicted of a felony;
4. Has been found by a final order or judgment of any court to have breached any duty imposed by the Revised Code Chapter 1702, nonprofit corporation law; or
5. For such other good causes as the Board may determine.
F. 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 resigna-tion would leave the corporation without a duly elected Governor in charge of its affairs, without first giving notice to the Ohio Attorney General and subsequently to the sponsor of the corporation’s Community School.
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.
H. 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 1180 Slosson Street, Akron, Ohio 44320-2730, or at such other place as the Board may select by resolution or amendment of the Bylaws. The Secretary shall note any change in prin-cipal office on the copy of the Bylaws maintained by the Secretary.
IV. MEETINGS OF THE BOARD
A. Place of Meetings
Board Meetings shall be held at the corporation’s principal office or at any other reasonably convenient place as the Board may designate.
B. Annual Meetings
An Annual Meeting shall be held in May of each year for the purpose of electing Governors, making and receiving reports on corporate affairs, and transacting other business as comes before the meeting.
C. Regular Meetings
Regular Meetings shall be held on the first Monday of each month within the year or on some other schedule as the Board determines.
D. Special Meetings
A Special Meeting shall be held at any time called by the Chair or by any three Governors.
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 Gover-nors 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.
Notices of Board Meetings shall be given as follows:
1. Annual Meetings and Regular Meetings may be held without notice if the Bylaws or the Board fix
the time and place of such meetings. The time and place of Annual and Regular Meetings is fixed for the second Friday of each month, except the month of August, at 4:30 PM at the Principal Office.
2. Special Meetings shall be held upon four day’s notice by first-class mail or 48 hours’ notice deli-
vered 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 communi-cated orally, in person or by telephone, to the Governor or to a person whom it is reasonably believed will commu-nicate it promptly to the Governor.
G. Waiver of Notice
Notice of a meeting need not be given 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 lack of notice. The Secretary shall incorporate all such waivers, consents and approvals into the minutes of the meeting.
V. ACTION BY THE BOARD
A quorum 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 commit-tees 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.
C. Actions Without a Meeting
The Board may take any required or permitted action without a meeting if all the Governors individually or collec-tively 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.
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 four 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 established as needed.
E. Appointment to 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 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 profes-sional preparation. Once a chairperson has been identified, the Board meets to vote to approve his or her appoint-ment. 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.
F. Standard of Care
1. Performance of Duties. Each Governor shall perform all duties of a Governor, including duties on
any Board Committee, in good faith, in a manner the Governor believes to be in the corporation's best interest and with such care, including reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances.
2. Reliance on Others. In performing the duties of a Governor, a Governor shall be entitled to rely on
information, opinions, reports or statements, including financial statements and other financial data, presented or prepared by:
a. One or more officers or employees of the corporation whom the Governor believes to be
reliable and competent in the matters presented;
b. Legal counsel, independent accountants or other persons as to matters that the Governor believes are within that person's professional or expert competence; or
c. A Board Committee on which the Governor does not serve, as to matters within its designat-ed authority, provided the Governor believes the Committee merits confidence and the Governor acts in good faith, after reasonable inquiry when the need is indicated by the circumstances, and without knowledge that would cause such reliance to be unwarranted.
3. Investments. In investing and dealing with all assets held by the corporation for investment, the Board shall exercise the standard of care described above and avoid speculation, looking instead to the perma-nent 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.
G. 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.
H. Participation in Discussions and Voting
Every Governor has the right to participate in the discussion and vote on all issues before the Board or any Board Committee, except as noted below:
1. The 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) adminis-trator or faculty compensation; (c) Executive Sessions of the Board; or (d) any other matter at the discretion of a majority of the Governors then present.
2. The 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.
3. 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.
I. 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.
The officers of the corporation consist of a President (hereinafter "Chair"), Vice President (hereinafter "Vice Chair"), a Secretary and a Chief Financial Officer (hereinafter "Treasurer"). The corporation also may have such other officers as the Board deems advisable.
1. Chair. Subject to Board control, the Chair has general supervision, direction and control of the
affairs of the corporation, and such other powers and duties as the Board may prescribe. If present, the Chair shall preside at Board meetings.
2. Vice Chair. If the Chair is absent or disabled, the Vice Chair shall perform all the Chair's duties and, when so acting, shall have all the Chair's powers and be subject to the same restrictions. The Vice Chair shall have other such powers and perform such other duties as the Board may prescribe.
3. Secretary. The Secretary shall: (a) keep or cause to be kept, at the corporation's principal office, or such other place as the Board may direct an Official Book of Minutes of all meetings of the Board and Board Committees, noting the time and place of the meeting, and bearing the signature of the Board chair and the committee chairs, whether it was regular or special (and if special, how authorized), the notice given, the names of those present, and the proceedings; (b) keep or cause to be kept a copy of the corporation's Articles of Incorporation and Bylaws, with amendments; (c) give or cause to be given notice of the Board and Committee meetings as required by the Bylaws; and (d) have such other powers and perform such other duties as the Board may pre-scribe.
4. Treasurer. The Treasurer shall: (a) keep or cause to be kept adequate and correct accounts of the corporation's properties, receipts and disbursements; (b) make the books of account available at all times for inspection by any Governor; (c) deposit or cause to be deposited the corporation's monies and other valuables in the corporation's name and to its credit, with the depositories the Board designates; (d) disburse or cause to be disbursed the corporation's funds as the Board directs; (e) render to the Chair and the Board, as requested but no less frequently than once every fiscal year, an account of the corporation's financial transactions and financial condition; (f) prepare any reports on financial issues required by an agreement on loans; and (g) have such other powers and perform such other duties as the Board may prescribe.
B. Election, Eligibility and Term of Office
1. Election. The Board shall elect the officers annually at the Annual Meeting or a Regular Meeting designated for that purpose or at a Special Meeting called for that purpose, except that officers elected to fill vacancies shall be elected as vacancies occur.
2. Eligibility. A Governor may hold any number of offices, except that neither the Secretary or Trea-surer may serve concurrently as the Chair.
3. Term of Office. Each officer serves at the pleasure of the Board, holding office until resignation, removal or disqualification from service, or until his or her successor is elected.
C. Removal and Resignation
The Board may remove any officer, either with or without cause, at any time. Such removal shall not prejudice the officer's rights, if any, under an employment contract. Any officer may resign at any time by giving written notice to the corporation, the resignation taking effect on receipt of the notice or at a later date 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 pro-visions of law relating to self-dealing asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the provisions of the Ohio Revised Code, Chapter 1702: Nonprofit Corporation Law.
X. SELF-DEALING TRANSACTIONS
The corporation shall not engage in any self-dealing transactions, except as approved by the Board. "Self-dealing transaction" means a transaction to which the corporation is a party in which one or more of the Governors has a material financial interest ("interested Governor(s)"). Notwithstanding this definition, the following transactions are not self-dealing transactions, and are subject to the Board's general standard of care:
1. The Board's action of fixing the compensation of a Governor or corporate officer; or
2. A transaction which is part of a public or charitable program of the corporation, if the transaction (a) is approved or authorized by the Board in good faith and without unjustified favoritism, and (b) results in a benefit to one or more Governors or their families because they are in a class of persons intended to be benefitted by the program.
XI. OTHER PROVISIONS
A. Fiscal Year
The fiscal year of the corporation begins on July 1 of each year and ends on June 30 of the following year.
B. Execution of Instruments
Except as otherwise provided in these Bylaws, the Board may adopt a resolution authorizing any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of or on behalf of the corporation. Such authority may be general or confined to specific instances. Unless so authorized, no officer, agent or employee shall have any power to bind the corporation by any contract or engagement, to pledge the corporation's credit, or to render it liable monetarily for any purpose or any amount.
C. Checks and Notes
Except as otherwise specifically provided by Board resolution, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation may be signed by the Chair, Treasurer or Academy Principal.
D. Construction and Definitions
Unless the context otherwise requires, the general provisions, rules of construction, and definitions prescribed by statute in the Ohio Revised Code, Chapter 1702:: Nonprofit Corporation Law, shall govern the construction of these Bylaws. Without limiting the generality of the foregoing, words in these Bylaws shall be read as the mascu-line 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
On 7 April 1998, the Academy’s Board of Governors ratified in its By Laws the following definition of 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 ByLaws, Section XI, D. Conflict of Interest).
For the purpose of this employment policy Handbook, the Academy’s management has decided to follow the Board of Governor’s conflict of interest definition. Therefore, faculty, staff and volunteers shall be deemed to have a "conflict of interest" in a contract or other transaction if he or she is the party (or one of the parties) contracting or dealing with the Academy, or is a director, or officer of, or has a significant financial or influential interest in the entity contracting or dealing with the Academy.
NOTE WELL: Amendment of ORC Chapter 102 -- Excerpts from HB 530: Community School Conflict of Interest Provisions -- ORC. 33 14.03(A)(11)(e) (eliminating exemptions from the Ohio Ethics Law).
Prior to this amendment, members of a community school governing board were allowed to also be an employee of the school notwithstanding ORC Chapter 102, and a member of the school's governing board could have an interest in a contract that the board entered into notwithstanding ORC 2921 42E except for contracts with a for-profit management company to operate the school. Both of these exemptions are now eliminated, and employees and board members of the school must comply with all provisions of Chapter 102 and ORC 2921.42.
A member of a board of directors. of a community school is a “public official" of an "agency of the state" for purposes of ORC 2921.42, and is a public official for purposes of ORC Chapter 102. Ohio Ethics Comm. Advisory Op. 2003E01. The meaning of "business associate"under ORC 2921.42 has been interpreted broadly as persons who "join often, in a loose relationship as a partner, fellow worker, colleague, friend, companion or ally" for business purposes. Ohio Ethics Comm. Advisory Op. 85-004. "Family member' has been defined broadly to include, but is not limited to: 1) grandparents; 2) parents; 3) spouse; 4) children, whether dependent or not; 5) grandchildren; 6) brothers and sisters; or 7) any person related by blood or marriage and residing in the same household. Ohio Ethics Comm. Advisory Op. No. 80-001. For purposes of having an "interest' in a public contract, the interest must be a definite, direct pecuniary or fiduciary interest in the contract. Ohio Ethics Comm. Advisory Op. No.81 - 008.-A corporate officer or director also has an "interest" in the contracts of the corporation. - Ed. Sections 102.03 and 102.04 of the Revised Code establish a series of ethical standards to protect against conflicts of interest, the improper influence of gifts and other things of value on the performance of official public duties, and "revolving door" post-employment activities.
Pursuant to the foregoing provisions of the Ohio Ethics laws, a member of a community school board of directors may not seek or accept employment with the community school while serving as a member of the board. See e.g., Ohio Ethics Comm. Advisory Op. 87E08. Nor can a family member of a board member accept employment with the community school. Id.; see also, Ohio Ethics Comm. Advisory Op. 82-003 (spouse); Ohio Ethics Comm. Advisory Op. 93-008 (son or daughter).
Pursuant to uncodified section 815.03 of HB 530, the amended provisions of ORC 3314.35 and 3314.36 take immediate effect, i.e., March 30, 2006. The other amendments to provisions of Chapter 3314 become effective on June 29, 2006.
In general, the Academy expects all employees to conduct business according to the highest ethical standards of conduct. Employees are expected to devote their best efforts to the interests of the Academy. Business dealings that appear to create a conflict between the interests of the Academy and an employee are unacceptable. The Academy recognizes the right of employees to engage in activities outside of their employment which are of a private nature and not related to Academy business. However, the employee must disclose any possible conflicts so that the Academy may assess and prevent potential conflicts from arising. A potential or actual conflict of interest occurs whenever an employee is in a position to influence a decision that may result in personal gain for the employee or financial or material loss to the Academy.
Although it is not possible to specify every action that might create a conflict of interest, this policy requires that whenever an employee has any question of whether a proposed course of action could or will create a conflict of interest, he or she should immediately contact his or her immediate supervisor to obtain guidance on the issue. The purpose of this policy is to protect employees and the Academy from any conflict of interest that might arise. A violation of this policy will result in immediate discipline, up to and including immediate termination.
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 deli-berations with respect to, such contract or transaction (other than to present factual information or to respond to questions prior to the discussion). The minutes of the meeting shall reflect the disclosure made, the vote thereon and, where applicable, the abstention from voting and participation. The Board may adopt conflict of interest policies requiring:
1. Regular annual statements from Governors, officers, key employees to disclose existing and
potential conflict in interest; and,
2. Corrective and disciplinary actions with respect to transgressions of such policies.
For the purpose of this section, a person shall be deemed to have an "interest" in a contract or other transaction if he or she is the party (or one of the parties) contracting or dealing with the corporation, or is a director, Governor or officer of, or has a significant financial or influential interest in the entity contracting or dealing with the corporation.
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.
NOTE WELL: Contrary to Ohio Revised Code 3319.21, the Ida B. Wells Community Academy and other community schools in Ohio were 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." Since the enactment of Ohio House Bill 530, what was previously cited in the April 2000 report of the Legislative Office of Education Oversight, "Community Schools in Ohio: First-Year Implementation Report," Appendix C, p. 11, is no longer valid. The Academy must, therefore, abide by those HB 530 regulations restricting the hire of persons who are related to Board members. It is, therefore, incumbent on the Board member to disclose to the Academy’s hiring authority that such a conflict has occurred or will occur, if action is not taken to prevent it.
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.
• 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:
• 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.
• 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 Charter
Whenever any provision of these Bylaws are in conflict with the provisions of the Charter, the provisions of these Bylaws control.
A majority of the Governors may adopt, amend or repeal these Bylaws.
CERTIFICATE OF SECRETARY
The undersigned does hereby certify that the undersigned is the Secretary of the Ida B. Wells Community Academy, Inc., a nonprofit public benefit corporation duly organized and existing under the laws of the State of Ohio 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.
Signature of Secretary
/s/ Cynthia Y. Shotwell
Mrs. Cynthia Y. Shotwell
Originally adopted on April 7, 1999
Revised on November 8, 2002
Updated November 11, 2005
Amendments unanimously approved and
recorded on June 24, 2006
Copyright © 2006 by The Ida B. Wells Community Academy, Inc. All rights reserved.
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