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Casa Esperanza Montessori PFA Bylaws
ARTICLE I
DEFINITIONS
In these
Bylaws, unless otherwise provided, the following terms shall have the following
meanings:
(1) “Act” shall mean the North Carolina
Nonprofit Corporation Act as codified in Chapter 55A of the North Carolina
General Statutes and as amended from time to time.
(2) “Articles of Incorporation” shall mean
the Corporation's Articles of Incorporation, including amended and restated
Articles of Incorporation and Articles of Merger.
(3) “Code” shall mean the United States
Internal Revenue Code of 1986, as amended, and references to a section of the
“Code” shall also be references to the corresponding provisions of any
subsequent United States tax laws.
(4) “Corporation” shall mean Casa Esperanza
Montessori Charter School PFA.
(5) “Emergency” shall mean a catastrophic
event which prevents a quorum of the Executive Board from being readily
assembled.
(6) “Member” shall mean a member of the
Corporation.
(7) “School” shall mean Casa Esperanza
Montessori Charter School.
Unless the context otherwise requires, any
other terms used in these Bylaws shall have the meaning assigned to them in the
Act to the extent defined in the Act.
ARTICLE II
OFFICES
SECTION
1. Principal Office: The principal office of the Corporation shall
be located in Raleigh, North Carolina, or at such other place as may be
determined from time to time by the Executive Board.
SECTION
2. Registered Office: The registered office of the Corporation
required by law to be maintained in the State of North Carolina may be, but
need not be, identical with the principal office.
ARTICLE III
PURPOSES
AND POLICIES
SECTION
1. Purpose: The purpose for which the
Corporation is formed is to engage in such exclusively charitable, scientific,
literary, religious, or educational activities of any kind or nature whatsoever
as shall qualify it for exemption from taxation under Section 501(a) of the
Code (or the corresponding provisions of any subsequent United States tax laws)
as an organization described in Section 501(c)(3) of the Code (or the
corresponding provisions of any subsequent United States tax laws) including
the sponsorship of, support of, promotion of and engagement in charitable and
educational activities intended to assist students, families, and faculty with
respect to learning in a dual-language environment and to advance educational,
social and ethical standards uniting a culturally diverse learning
community. The Corporation shall, alone
or in cooperation with other persons, organizations, or institutions, conduct any
and all other activities and do any and all acts and things which may be
necessary, useful, suitable or proper in connection with or for the
furtherance, accomplishment or attainment of such purposes as are lawful for a
corporation formed under the Act and for
a corporation which qualifies fro federal tax-exempt status under sections
501(c)(3) and 501(a) of the Code.
The purpose
of the Corporation is governed and qualified by the basic policies sent forth
in Section 2 of this Article III.
SECTION
2. Policies: The fundamental policies of the Corporation
are as follows:
(a) The Corporation shall be noncommercial,
nonsectarian and nonpartisan.
(b) The Corporation shall work with the School
to provide quality education for students of the School an shall seek to
participate in the decision-making process establishing policies of the School,
recognizing that the legal responsibility to make decisions has been delegated
to boards of education, state education authorities and local education
authorities.
(c) The organization shall work to promote the
health and welfare of students of the School and shall seek to promote
collaboration between parents, the School and the community at large.
(d) No part of the net earnings of the
Corporation shall inure to the benefit of , or be distributable to, its
officers or Members, members of the Executive Board or any committee of the
empowered to pay reasonable compensation for services rendered and to make
payments and distributions in furtherance of the purposes set forth in Section
1 of this Article.
(e) No substantial part of the activities of
the Corporation shall be the carrying on of propaganda, or otherwise attempting
to influence legislation, and the Corporation shall not participate in, or intervene in (including the
publishing or distributing of statements), any political campaign on behalf of
(or in opposition to ) any candidate for public office.
(f) The Corporation shall not carry on any
activities not permitted to be carried on by (i) a corporation exempt from
federal income tax under sections 501(c)(3) and 501(a) of the Code, or (ii) a
corporation contributions to which are deductible under sections 170(c), 2055
and 2522 of the Code.
(g) Upon the dissolution of the Corporation, after paying or adequately
providing for the debts and obligations of the Corporation, the remaining
assets shall be distributed to one or more nonprofit funds, foundations, or
organizations which have established their tax-exempt status under Section
501(c)(3) of the Internal Review Code.
(h) At any time when the Corporation is a
private foundation as defined in section 509 of the Code:
(i) The Corporation shall distribute such
amounts for each taxable year at such time and in such manner as not to subject
the Corporation to tax on undistributed income under section 4942 of the Code;
(ii) The Corporation shall not engage in any
act of self-dealing as defined in section 4941(d) of the Code;
(iii) The Corporation shall not retain any
excess business holdings as defined in section 49439c) of the Code;
(iv) The Corporation shall not make any
investment in such manner as to subject the Corporation to tax under section
4944 of the Code; and
(v) The Corporation shall not make any taxable
expenditures as defined in section 4945(d) of the Code.
(i) The Corporation shall not engage in any
activities that are not in furtherance of the purpose specified in Section 1 of
this Article.
(j) The Corporation or the Members in their
official capacities shall not endorse a commercial entity or engage in
activities not related to promoting the purpose of the Corporation.
ARTICLE IV
MEMBERSHIP
SECTION
1. Admission of Members. The Corporation shall have
Members. All parents and legal guardians
of one or more children enrolled the School, and all members of the staff
working at the School, shall be Members; provided, however, that
no person who does not wish to be a Member shall be a Member.
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SECTION
2. No dues. No person shall be
required to pay any fees or dues in order to be admitted as a Member or to
maintain his or her status as a Member.
SECTION 3. Meetings and Voting. Regular meetings of the Members shall be
held once every month on the dates specified by the Executive Board. The privilege of making motions and voting at
meetings of Members shall be limited to Members of the Corporation. Members may
vote by proxy, and all forms of appointment of proxies mentioned in N.C. Gen.
Stat. 55A-7-24 shall constitute valid appointments of
proxies. Each Member shall be entitled
to one vote. Five percent (5%) of
Members shall constitute a quorum for any meeting of the Members, and the
affirmative vote of a majority of the members present and entitled to vote at
any meeting of the Members at which a quorum is present shall constitute an act
of the members. The Members shall be
entitled to elect the officers of the Corporation, but shall not be entitled to
elect the members of the Executive Board.
SECTION
4. Eligibility for Election or
Appointment. Any Member may be
eligible for election or appointment to office or chairmanship in the Corporation
or in any committee.
SECTION
5. Resignation Termination of
Membership Status. A Member may
resign at any time by providing notice to the secretary of the Corporation of
his or her desire to do so. The Member
status of a person who is no longer a parent or legal guardian of one or more
children enrolled in and attending the School, or a member of the staff working
at the School, shall terminate automatically.
ARTICLE V
EXECUTIVE
BOARD
SECTION 1.
Generally: The
affairs of the Corporation shall be managed by the Executive Board in the
intervals between general membership meetings.
SECTION
2. Eligibility: Only
Members of the Corporation may serve on the Executive Board.
SECTION
3. Board Members: The Executive Board shall consist of the
officers of the Corporation, the chairmen of the standing committees, and the
principal of the School or a representative appointed by him or her.
SECTION. Duties. The duties of the Executive Board shall
be:
(a) To transact necessary business in the
intervals between general membership meetings and to transact such other
business as may be referred to it by the Members;
(b) To create standing and special committees;
(c) To approve the plans of work of the
standing committees;
(d) To present a report at the regular
meetings of the Corporation;
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(e) To select an auditor or an auditing
committee to audit the treasurer's accounts, as needed;
(f) To prepare and submit to the Corporation
for adoption a budget for the year; and
(g) To approve routine bills within the limit
of the budget.
SECTION
5. Meetings and Voting: Regular meetings of the Executive Board shall
be held monthly during the year, the time to be fixed by the Executive Board at
its first meeting of the year. A
majority of the Executive Board members shall constitute a quorum, provided
that such a majority includes two (2) officers of the Corporation. Special meetings of the Executive Board may
be called upon three (3) days' notice by either co-president or by a majority
of the members of the Executive Board.
Each member of the Executive Board shall have one vote on matters to be
decided by the Executive Board . The
affirmative vote of a majority of the members of the Executive Board present
and entitled to vote at any meeting of the Executive Board at which a quorum is
present shall constitute an act of the Executive Board.
SECTION
6. Removal of Board Member: Any member of the Executive Board not
performing his or her duties as outlined in these Bylaws may be removed by the
affirmative vote of two-thirds (2/3) of the remaining members of the Executive
Board present and voting, prior notice of the proposed submission of the issue
for vote having been given.
SECTION
7. Removal of Officers: The Executive Committee shall recommend to
the Executive Board the removal of any officer not performing duties as
outlined in these bylaws. Any
affirmative vote of two-thirds (2/3) of the members of the Executive Board
present and voting shall be necessary for removal of an officer, proper notice
of the proposed submission of the issue for vote having been given.
ARTICLE VI
EXECUTIVE
COMMITTEE
SECTION
1. Executive Committee Members: The Executive Committee
shall consist of the officers of the Corporation and the principal of the
School or his or her representative.
SECTION
2. Duties: The duties of the Executive Committee
shall be to transact emergency business in the interval between Executive Board
meetings, and to elect the chairman of each standing committee. The Executive Committee shall not take any
action which is in conflict with any action taken by the Members of the
Executive Board.
SECTION
3. Meetings: The Executive Committee shall meet as
soon as the officers have been duly elected and have taken office for the
purposes of selecting the chairmen of standing committees and formulating
tentative plans for their term of office.
Meetings of the Executive Committee may be called by either co-president
or a majority of the Executive Committee upon two (2) days' prior notice. Each member of the Executive Committee shall
have one vote on matters to be decided by the Executive Committee. The affirmative vote of a majority of
ARTICLE VII
STANDING
AND SPECIAL COMMITTEES
SECTION 1. Eligibility: Only Members of the
Corporation shall be eligible to serve in any elective or appointive position.
SECTION
2. Standing Committees: The Executive Board shall create such
standing committees as it may deem necessary to promote the purposes and carry
on the work of the Corporation. The
chairman of each standing committee shall be selected by the Executive
Committee, and shall serve for a term of one (1) year.
SECTION
3. Written Plan of Work: The chairman of each standing committee shall
present a written plan of work to the Executive Board for approval.
SECTION4. Consent Required for Committee Work: No work shall be undertaken by any committee
without the consent of the Executive Board.
SECTION
5. Special Committees: Special committees and their members shall be
formed by the Executive Board or by a vote of the Members as needed. A special
committee shall automatically cease to exist when the work for which it was
created is complete and the final report is received.
SECTION
6. Co-Presidents as Members: The co-presidents shall each be members
ex-officio of all committees except the nominating committee and the audit
committee (if any).
ARTICLE VIII
OFFICERS
AND THEIR ELECTION
SECTION 1. Eligibility: Each officer shall be a Member of the
Corporation.
SECTION 2. Nominating Committee:
(a) There shall be a nominating committee
composed of five (5) Members, three (3) of whom shall be elected by the
Executive Board from its body, one (1) of whom shall be appointed by the
Executive Board from the Corporation's Members who are not on the Executive
Board and one (1) of whom shall be a faculty representative designated by the
principal of the School. The nominating
committee shall be elected and appointed at least one month prior to the
election of officers. The committee
shall elect its own chairman.
(b) The nominating committee shall nominate an
eligible person for each office to be filled and shall report its nominees at a
regular general membership meeting of the Corporation in June, at which time
additional nominations may be made from the floor.
(c) Only those persons who have signifies
their consent to serve if elected shall be nominated for or elected to such office.
(d) Neither the co-presidents nor the
principal shall be a member of the Nominating Committee.
SECTION 3. Officers and Their Election:
(a) The officers of the Corporation shall
consist of two co-presidents, two vice-presidents, one secretary and one
treasurer; provided, however, that the Executive Board may
eliminate one of the offices of co-president as long as such action does not
result in the removal of any person from the office of co-president.
(b) Officers shall be elected at a regular
meeting of the Members of the Corporation in the month of June. If there is one nominee for an office,
election may be by voice vote. However,
if there is more than one nominee for any office, election for that office must
by by ballot.
(c) An officer shall assume his or her
official duties at the beginning of the fiscal year immediately succeeding the
fiscal year during which he or she was elected, and shall serve for a term of
one (1) year or until his or her successor is elected.
(d) A person may serve only two consecutive
terms in the same office.
SECTION
4. Vacancies: A vacancy occurring in any office shall be
filled for the unexpired term by a person elected by a majority vote of the
remain g members of the Executive Board, notice of such election having been
given.
SECTION
5. Initial Officers: Notwithstanding anything else in this Article
VIII, the initial officers of the Corporation shall be as appointed by the
Corporation's Board of Directors.
ARTICLE IX
DUTIES
OF OFFICERS
SECTION 1. Co-President: The co-president shall:
(a) Preside at all meetings of the members of
the Corporation, the Executive Board, and the Executive Committee;
(b) Be members ex-officio of all committees
except the nominating committee and the audit committee (if any);
(c) Coordinate the work of the officers and
committees in order that the purposes of the Corporation may be promoted;
(d) Delegate the work of the Corporation to
other officers or chairmen as may be appropriate; and
(e) Appoint Members to special committees.
Additionally,
each co-president is authorized to co-sign checks for the Corporation, and each
co-president may take severally any action permitted to be taken by the
co-president jointly. In the event that there is only one president, the duties
of the co-presidents listed above shall be the duties of the president.
SECTION 2. Vice-Presidents: The vice-presidents shall:
(a) Serve as aides to the co-presidents;
(b) Perform the duties of co-presidents in
their absence; and
(c) Perform such other duties as may be
delegated.
Additionally,
each vice-president is authorized to co-sign checks in the absence of either
the treasurer or both co-presidents.
SECTION 3. Secretary: The secretary shall:
(a) Keep an accurate record in a permanent
form of the minutes of all the meetings of the Members and the Executive Board;
(b) Have a current copy of these Bylaws;
(c) Conduct the official correspondence of the
organization in triplicate, keeping one copy in the permanent file and
transmitting the other to the Executive Board; and
(d) Perform such other duties as may be
delegated.
SECTION 4. Treasurer:
(a) All monies collected by the Corporation
belong to the corporation, and shall be used to promote and implement a program of services, projects
and other activities approved, adopted and directed by the membership of the
Corporation.
(b) The treasurer shall have custody of the
funds of the Corporation; shall keep a full and accurate account of receipts
and expenditures; and , in accordance with the provisions in the annual budget
adopted by the Corporation, shall make disbursements as authorized by wither
co-president, the Executive Board, or the membership. Checks or vouchers shall be signed by two
persons, the treasurer and one other person designated in these Bylaws or by
the Executive Board. The treasurer shall
present a financial statement at every meeting of the Corporation, if so
requested by the Executive board, and shall make a full report at the meeting
at which new officers officially assume their duties.
(c) The treasurer shall be responsible for
filing any required tax forms within five (5) months following the end of the Corporation's fiscal
year.
SECTION 5. Duties Common to All Officers: All officers shall:
(a) Perform the duties outlined in these
bylaws and those assigned by the Executive Committee, the Executive Board or
the Corporation; and
(b) deliver to their successors all official
materials within ten (10) days following the meeting at which their successors
take office.
ARTICLE X
CONTRACTS,
LOANS, CHECKS AND DEPOSITS
SECTION
1. Contracts: The Executive Board may authorize any officer
or officers, or any agent or agents, to enter into any contract or to execute
and deliver any instrument in the name of and on behalf of the Corporation, and
such authority may be general or confined to specific instances.
SECTION
3. Loans: No loans shall be contracted on behalf of
the Corporation and no evidences of indebtedness shall be issued in its name
unless authorized by the Executive Board.
Such authority may be general or confined to specific instances.
SECTION
3. Deposits: All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such depositories as may be selected
by or under the authority of the Executive Board.
ARTICLE XI
INDEMNIFICATION
SECTION
1. Right to Indemnification: Any person who at any time
serves or has served as a member of the Executive Board, a member of the
Executive Committee or an officer of the Corporation, or at the request of the
Corporation is or was serving as an officer, director, or agent, partner,
trustee, administrator, or employee for any other foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan, or other
enterprise, shall have the right to be indemnified by the Corporation to the
fullest extent permitted by law in the event he or she is made, or is
threatened to be made, a party to any threatened, pending or completed civil,
criminal, administrative, investigative or arbitrative action, suit or
proceeding and any appeal therein (and any inquiry or investigation that could
lead to such action, suit or proceeding), whether or not brought by or on
behalf of the Corporation, seeking to hold him or her liable by reason of the
fact that he or she is or was acting in such capacity. The Corporation shall
not , however, indemnify any person against liability or expenses the person
may incur on account of his or her activities which were, at the time taken,
known or believed by the person to be clearly in conflict with the best
interests of the Corporation, or if the person received an improper personal
benefit. In addition, at any time when
the Corporation is a private foundation as defined in section 509 of the Code,
the Corporation shall not indemnify any person against liability or expenses
the person may incur on account of his or her activities if such indemnification would be a taxable expenditure
under section 4945 of the Code or constitute an act of self-dealing under
section 4941 of the Code. The Executive
Board may provide such lawful indemnification for the employees and agents of
the Corporation as it deems appropriate and as are consistent with the
restrictions expressed in this Section 1 of Article X.
The rights
of those receiving indemnification hereunder shall, to the fullest extent from
time to time permitted by law, cover (i) reasonable expenses, including without
limitation all attorneys' fees actually and necessarily incurred by him or her
in connection with any such action, suit or proceeding, (ii) all reasonable
payments made by him or her in satisfaction of any judgment, money decree, fine
(including an excise tax assessed with respect to an employee benefit plan),
penalty, or settlement for which he or she may have become liable in such
action, or suit or proceeding; and (iii) all reasonable expenses incurred in
enforcing the indemnification rights provided herein.
Expenses
incurred by anyone entitled to receive indemnification under this Section 1 of
Article X in defending a proceeding may be paid by the Corporation in advance
of the final disposition of such proceeding as authorized by the Executive
Board in the specific case or as authorized or required of an undertaking by or
on behalf of such person to repay such amount unless it shall ultimately be
determined that he or she is entitled to be indemnified by the Corporation
against such expenses.
SECTION
2. Payment of Indemnification: The Executive Board of the Corporation shall
take all such action as may be necessary and appropriate to authorize the
Corporation to pay the indemnification required by this Article VIII,
including, without limitation, making
a determination that indemnification
is permissible in the circumstances and a
good faith evaluation of the manner in which the claimant for indemnity
acted and of the reasonable amount of indemnity due him or her.
SECTION
3. Binding and Nonexclusive: Any person who at any time after the adoption
of this Article X serves or has served in any of the described capacities for
or on behalf of the Corporation shall be deemed to be doing or to have done so
in reliance upon, and as consideration for, the right of indemnification provided
for herein shall inure to the benefit of the legal representatives of any such
person and shall not be exclusive of any other rights to which such person may
be entitled apart from the provisions of this bylaw.
The rights
granted herein shall not be limited by the provisions contained in Section
55A-8-51 of the Act (or its successors).
ARTICLE XII
GERNERAL
PROVISIONS
SECTION
1. Seal: The corporate seal of the Corporation shall
consist of two concentric circles between which is the name of the Corporation
and in the center of which is inscribed “CORPORATE SEAL” or “SEAL,” and such seal, as impressed or
affixed on the margin hereof, is hereby adopted as the corporate seal of the
Corporation.
SECTION
2. Records and Reports: All of the Corporation's records shall be
maintained in written form or in another form capable of conversion into
written form within a reasonable time.
The
Corporation shall keep as permanent records minutes of all meetings of its
Executive Board, a record of all actions taken by the Executive Board without a
meeting , and a record of all actions taken on behalf of the Corporation by a
committee of the Executive Board in place of the Executive Board. The Corporation shall maintain appropriate
accounting records.
The
Corporation shall keep a copy of the following records at its principal office:
(i) the Articles of Incorporation and all amendments to them currently in
effect; (ii) these Bylaws and all amendments to them currently in effect; (iii)
resolutions adopted by its Executive Board; (iv) the annual financial
statements described below, prepared during the past three years; and (v) a
list of the names and business addresses of the current members of the
Executive Board.
The
Corporation shall prepare, or cause to be prepared, and maintain at least three
years annual financial statements for the Corporation that include a balance
sheet as of the end of the fiscal year and a statement of operations for that
year. The financial statements may be
prepared for the Corporation on the basis of generally accepted accounting
principles or on such other basis as the treasurer may deem reasonable.
SECTION
3. Fiscal Year: The fiscal year of the Corporation shall
begin on July 1 and end on June 30, unless otherwise fixed by the Executive
Board.
SECTION 4. Amendments:
(a) These bylaws may be amended at any regular
membership meeting by a two-thirds (2/3) vote of the Members present and
voting, provided that notice of the proposed amendment shall have been given at
least thirty (30) days prior to the meeting at which the amendment is voted
upon.
(b) A committee may be appointed to submit a
revised set of bylaws as a substitute for the existing bylaws by a majority
vote at a meeting of the Corporation, or by a two-thirds (2/3) vote of the
Executive board. The requirements for
adoption of a revised set of bylaws shall be the same as in the case of an
amendment.
SECTION
5. Emergencies: In anticipation of or during an Emergency,
the Executive Board may: (i) modify
lines of succession to accommodate the incapacity of any officer, employee, or
agent; and (ii) relocate the principal office, designate alternative principal
or regional offices, or authorize the officers to do so.
During an
Emergency notice of a meeting of the Executive Board need be given only to
those members of the Executive Board whom it is practicable to reach and may be
given in any practicable manner, including by publication and radio.
SECTION
6. Severability: Should any provisions of
these Bylaws become ineffective or be declared to be invalid for any reason, such
provision shall be severable from the remainder of these bylaws and all other
provisions of these Bylaws shall continue to be in full force and effect.
