The League of Charter Schools, Inc.
BY-LAWS
Conflict
of Interest Policy
The League of Charter Schools, Inc.
TRADE ASSOCIATION 501 ( C ) 6
BY-LAWS
October 2003
ARTICLE I - PURPOSE
Section 1. Purpose.
The purpose of The League of Charter Schools (The League) shall be to
generally promote the charter school concept; to create harmonious relations
between the charter school education industry and the public; and, to promote
local, state, and national legislation beneficial to the charter school
industry.
ARTICLE II - MEMBERSHIP
Section 1. Active Membership.
(a) Any non-profit corporation engaged in operating a chartered charter
school in North Carolina may apply for active membership to this trade
association 1. An applicant shall submit with their application the
enrollment fee and dues. Upon acceptance by the
Board of Trustees, the applicant's membership shall commence.
(b) An active membership shall be entitled to all of the privileges of
membership including the right to designate the voting member, and shall have
the right to apply for participation in any League-sponsored event.
(c) Each active membership shall designate in writing one voting member who
shall be:
an employee or board member of the active membership; and,
shall not be a voting member of any other League member.
Section 2. Affiliate Membership.
(a) Any sole proprietor, partnership or corporation not engaged in the
charter school education industry but which contribute goods and/or services to
the charter school education industry may apply for
affiliate membership to this trade association. An applicant shall submit with
the application the enrollment fee and dues. Upon acceptance by the Board of
Trustees, the applicant's membership shall commence.2
1 Included in this
definition is any entity which would otherwise qualify as an affiliate member
but through promotion and advertising has created the perception to the public
of being in the charter school education industry; such entity may apply for
active membership and be considered for active membership in the sole discretion
of the Board of Trustees; such member may retain its membership so long as the
perception of being in the charter school education industry, in the sole
discretion of the Board of Trustees, is maintained.
2 Examples of affiliate
members which are not engaged in the charter school education industry but which
contribute some limited goods and services to the charter school education
industry include, but are not limited to the following entities; such as: banks,
insurance companies and law firms.
(b) Any affiliate member shall be entitled to all of the privileges of
membership except the right to designate a voting member, and /or hold office
provided nothing herein shall prevent an affiliate member from petitioning the
Board of Trustees for participation in any League-sponsored event.
Section 3. Associate Membership.
An associate member shall be such person employed by and designated by the
active or affiliate member. An associate member, in their capacity as an
associate member, shall be entitled to all association benefits; except, the
right to vote, hold office, and apply for participation in any League-sponsored
event.
Section 4. Honorary Life Membership.
An honorary life membership may be bestowed by the Board of Trustees upon
members or persons deemed to have rendered an extraordinary service to The
League of Charter Schools. An honorary member shall be entitled to all
association benefits except the right to vote, hold office, apply for
participation in any League-sponsored event, unless otherwise qualified.
Section 5.Dues.
(a) The Board of Trustees shall set the dues to be paid by the active,
affiliate, and the associate member; no dues shall be paid by the honorary life
member.
(b) Delinquent dues. All membership dues are delinquent if not paid by
October 31. The
Board of Trustees shall have the power to revoke the membership of any
member,
without notice to the delinquent member, whose dues remain delinquent on
March 31
Section 6. Termination of Membership.
(a) Active, affiliate or associate membership shall terminate upon the
occurrence of
one of the following:
1. By the voluntary resignation of membership;
2. By the action of the Board of Trustees; or,
3. By the dissolution of the active or affiliate member entity.
(b) Associate membership shall terminate upon the occurrence of one of the
following:
1. By the termination of the associate's employment relationship with the
active or affiliate member;
2. By the non-payment of dues; or,
3. By the voluntary resignation of membership.
(c) A voting member's designation as a voting member shall terminate upon the
occurrence of one of the following:
1. By the termination of the voting member's board or employment
relationship with the active member;
2. By written notice of termination of membership by the active member; or,
3. By written notice of substitution of the voting member by the active
member.
Section 7. Transfer of Membership.
(a) Active Membership. Active membership is a property right subject to
transfer;
provided, that the transfer of active membership is to a sole proprietor,
partnership
or corporation engaged in the charter school education industry; and,
provided further, that said transfer of membership is approved by the Board of
Trustees.
(b) Affiliate Membership. Affiliate membership is a property right subject to
transfer; provided, that the transfer of affiliate membership is to a sole
proprietor, partnership or corporation not engaged in the charter school
education industry but which contribute goods and/or services to the charter
school education business; and, provided further, that said transfer of
membership is approved by the Board of Trustees.
Section 8. Membership Meetings.
(a) Annual Meeting. The annual meeting of the membership of this trade
association shall
be held;
At the place and date that coincides with The League of Charter Schools’
annual sponsored charter school conference. If The League fails to sponsor
an annual conference;
The annual meeting will coincide with the place and date of the North
Carolina Department of Public Instruction’s sponsored state charter
school conference. If the NC Department of Public Instruction fails to
sponsor an annual conference;
The annual meeting will take place in last quarter of each school
calendar year at a time and place designated by the Board of Trustees.
The annual meeting shall include a report to the membership and shall give
the membership an opportunity to address the Board of Trustees.
(b) Special Meetings. Membership meetings may be called at any time by the
Board of
Trustees and shall be called by the Board of Trustees upon the written
petition of more than fifty percent of the voting members. Any measure passed at
a special meeting called by the written petition of the voting membership may be
referred by the Board to the voting members for vote.
(c) Notice. Notice of meetings and purpose shall be in writing and mailed,
first class,
to all voting members; not less than ten days prior to the date set for the
meeting.
The Board of Trustees may shorten the notice requirements to three days prior
to the date set for the meeting.
(d) Quorum. The presence in person or via conference call of sixty-six
percent of the voting members at any meeting of the membership shall constitute
a quorum.
Section 9. Voting.
(a) Voting Member. Each active membership shall be entitled to one vote and
shall designate the individual authorized to vote. The active member’s Board
of Directors shall have final authority to designate their voting member.
(b) Vote by Mail. Such matters as may be determined by the Board of Trustees
to be submitted to the membership for vote, including any matter submitted to
the membership by referendum, shall be voted upon by mail ballot in the manner
provided herein.
(c) Quorum. Any vote of the voting membership by mail ballot wherein
sixty-six percent of the voting members cast a vote shall constitute a quorum.
Section 10. Referendum.
Whenever more than fifty percent of the voting members have in writing
petitioned the Board of Trustees to refer a matter to the vote of the
membership, the Board of Trustees shall consider the petition within sixty days
of the receipt of the petition by the Executive
Director. The Board of Trustees, after consideration of the said petition,
may refer the
matter to the membership for vote which vote shall determine the issue.
ARTICLE III – TRUSTEES
Section 1. Board of Trustees.
The Board of Trustees shall consist of seven Trustees. The five Incorporating
Founding voting Trustees and terms are established with the incorporation of The
League. As vacancies develop new Trustees will be elected.
The Board of Trustees are:
Norman George – term expires June 30, 2006
Roger Gerber – term expires June 30, 2006
Philip Adkins - Kestrel Heights– term expires June 30, 2007
Liz Morey – Healthy Start -term expires June 30, 2007
Mary Ann Finger -Bridges School- term expires June 30, 1008
Cynthia McQueen - Torchlight Academy- term expires June 30, 2008
Ken Templeton - Union Academy - term expires June 30, 2008
Subsequent
Trustee vacancies will be filled according to these by-laws.
Section 2. Qualification of Trustees.
An Elected Trustee is qualified as a Trustee of the Association if he is a
voting member in good standing.
Section 3. Term of Office.
The term of office of each Trustee shall be three years and shall commence
July 1
following the election of the Trustees. Trustees may not serve more than two
consecutive terms.
Section 4. Vacancies.
(a) The Chairman of the Board may select any qualified member to fill any
vacancy on
the Board of Trustees subject to the approval of the Board of Trustees; said
appointee shall, upon approval, be a member of the Board of Trustees and shall
serve the unexpired term.
(b) A vacancy is created when a member of the Board of Trustees resigns or is
no
longer a voting member.
(c) A board member who is absent from three board meetings in any one fiscal
year is
cause for said board member's removal by the Board of Trustees.
(d) A vote of two-thirds of the Board of Trustees may remove a member of the
Board
of Trustees for cause.
Section 5. Meetings.
(a) The meetings of the Board of Trustees shall be called and held at such
time and place as the Chairman of the Board may from time-to-time select.
(b) In the event of the absence of the Chairman of the Board, a meeting may
be called
by the Vice Chairman of the Board and the Secretary or Treasurer.
(c) A special meeting may be called at the written request of four members of
the
Board of Trustees.
(d) A vote on any issue may be conducted by a telephone poll called by the
Chairman of the Board.
Section 6. Notice of Meetings.
Notice of time, place and purpose of meetings shall be in writing and mailed,
first class, or by fax, or by electronic mail, or by telephone not less than
seven days prior to the date set for the meeting; provided that emergency Board
of Trustees meetings may be called by four Trustees or the Chairman of the Board
on eighteen hour notice. Members of the Board of Trustees shall be notified of
the time, place and purpose of such meeting by fax and/or telephone at their
usual place of business or residence.
Section 7. Voting.
Each member of the Board of Trustees shall be entitled to one vote; provided
that the presiding officer shall cast his vote only in the event of a tie.
Section 8. Quorum.
Four members of the Board of Trustees shall constitute a quorum.
Section 9. Presiding Officer and Secretary of the Board of Trustees.
The Chairman of the Board shall act as the presiding officer at meetings of
the Board of
Trustees. In the absence of the Chairman of the Board, the Vice Chairman of
the Board
shall act as the presiding officer at meetings of the Board of Trustees. In
the absence of
the Chairman of the Board and Vice Chairman of the Board, the Board of
Trustees shall
select a member of the Board of Trustees to preside.
Section 10. Election of Officers.
The Board of Trustees shall elect a Chairman of the Board, Vice Chairman of
the Board
Secretary, and Treasurer at the first Board of Trustees meeting following the
annual membership meeting. Such officers shall hold office for one year
commencing from the 1st day of July.
Section 11. Duties of the Board of Trustees.
The Board of Trustees shall:
(a) Prescribe the management policies of The League;
(b) Authorize budgets;
(c) Set enrollment fees and membership dues;
(d) Promote The League’s purpose set forth in Article I;
(e) Cause to publish and forward to the active membership the rationale of
the proposed amendments to Bylaws and articles or other ballot measures; and
(f) Submit a brief biography of each candidate for the Board of Trustees, as
submitted by the candidate with the mailing of the election ballot to the voting
membership.
Section 12. Compensation.
Trustees shall not receive any compensation for their services as Trustees;
provided, nothing herein shall prevent the Board of Trustees from authorizing
payment or reimbursement of travel expenses incurred on League business by any
officer, Trustee or member and nothing herein shall prevent a Trustee from being
compensated for services provided to The League other than for their services as
Trustees. Compensation for services rendered other than for services as a
Trustee shall conform to The League’s Conflict of Interest Policy.
Section 13. Nomination and Election of Trustees.
(a) As provided herein in Article V, the Board of Trustees shall appoint each
year a
Trustee Nominating Committee.
(b) Fifteen voting members may nominate one candidate for the office of
Trustee.
Such nomination shall be in writing, on a form provided by The League and
signed by
said fifteen voting members. All nominations must be received at the The
League
headquarters office no later than 5:00 p.m. of the second Friday of May of
each
year. The nomination form shall set forth the nomination requirements.
(c) Election.
(1) The election of Trustees shall be by paper ballot containing the names of
the candidates nominated and said ballot shall be mailed to each voting
member on or before May 25th.
(2) Each voting member shall be entitled to one vote per Trustee term to
be elected
(3) The candidates for Trustee receiving the largest number of
votes shall be elected to the Board of Trustees.
(4) Ballots cast to be valid must be received at the League Main Office
by 5:00 p.m. of the second Friday of June of each year.
(5) An election resulting in a tie vote shall be resolved by lot.
ARTICLE IV – OFFICERS
Section 1. Officers.
The Officers shall consist of a Chairman of the Board, a Vice Chairman of the
Board, a Secretary and a Treasurer.
Section 2. Qualification of Officers.
A person is qualified as an Officer of the Association if he is a Trustee
member in good
standing.
Section 3. Election.
Officers shall be elected by the Board of Trustees and for a term as provided
in Article III, Section 10.
Section 4. Vacancy of Office.
That in the event of the resignation or death of an Officer, the Board of
Trustees shall
select a successor to the vacant office to finish the unexpired term.
Section 5. Duties.
(a) Chairman of the Board. The Chairman of the Board of The League shall act
as
the presiding officer at meetings of the Board of Trustees. The Chairman of
the
Board shall call meetings of the Board of Trustees.
(b) Vice Chairman of the Board. The Vice Chairman of the Board shall perform
the
duties of the Chairman of the Board during the absence of the Chairman of the
Board.
(c) Secretary. The Secretary shall act as the Secretary.
(d) Treasurer. The Treasurer shall act as the Treasurer.
(e) Board of Trustees. Each officer shall be a member of the Board of
Trustees and assume the duties imposed by Article III, Section 11.
Section 6. Compensation.
Officers shall not receive compensation for their services as officers,
except as provided in Article III, Section 12.
ARTICLE V – COMMITTEES
Section 1. Committees.
(a) The following are the standing committees: Trustee Nominating Committee;
Executive Committee; and, Ad Hoc Committees.
(b) Committee composition.
The composition of each committee shall include not less than two members of
the
Board of Trustees. The Chairman of the Board shall select all committee
members, subject to the approval of the Board of Trustees. All committee
appointments shall terminate with the term of office of the Chairman of the
Board, except as otherwise provided. Where the appointed term has not expired as
provided, each new Board of Trustees, by majority resolution, may reappoint said
holdover committee member.
Section 2. Trustee Nominating Committee.
The Trustee Nominating Committee shall consist of five members, one of whom
shall be
the Chairman of the Board, two of whom shall be trustees and two of whom
shall be from
the membership at large. The Trustee Nominating Committee shall nominate two
candidates for each of the retiring Trustees.
Section 3. Executive Committee.
The Executive Committee shall consist of the Chairman of the Board, Vice
Chairman of
the Board, Secretary and Treasurer, and one voting member selected by the
Chairman of
the Board with the approval of the Board of Trustees. The duties of the
Executive Committee shall include: work with the staff; set staff salaries and
preserve the confidentiality of; study matters of interest; and report to the
Board of Trustees.
Section 4. Ad Hoc Committees.
The Ad Hoc Committees shall serve at the pleasure of the Board of Trustees
and shall
perform such tasks as the Board of Trustees or the Chairman of the Board may
direct.
Section 5. Committee Membership Qualifications.
A member of any committee need be a member of The League.
ARTICLE VI - EXECUTIVE AND STAFF
Section 1. Appointment.
The Board of Trustees shall contract with a staff head who shall have the
title of
Executive Director of The League of Charter Schools.
Section 2. Authority and Responsibility.
The Executive Director of The League of Charter Schools shall be the chief
executive of the trade association responsible for all management functions. He
shall manage and direct all activities of The League as prescribed by the
Executive Committee and the Board of Trustees and shall be responsible to the
Executive Committee and the Board of Trustees. He shall employ and terminate the
employment of members of the staff necessary to carry on the work of The League.
As Executive Director of The League of Charter Schools, he shall define the
duties of the staff, supervise their performance, establish their titles and
delegate those responsibilities of management as shall, in his judgment, be in
the best interest of the trade association.3
ARTICLE VII – AMENDMENTS
Section 1. Amendments.
These Bylaws may be amended by mail ballot of sixty-six percent of the active
voting membership. The proposed Bylaw amendments shall be mailed to each voting
member at his last known address at least 14 calendar days prior to the return
date of the ballot.
ARTICLE VIII – GENERAL DEFINITIONS
All words used herein in the masculine shall extend to and include the
feminine or neuter as the case may be. All words used herein the singular shall
extend to and include the plural; all words used in the plural shall extend to
and include the singular.
3 A federal political
action committee, if created, shall be created pursuant to the enabling
legislation set
forth in 26 USC 527. The committee, when acting as a federal political action
committee, is to be organized and operated primarily for the purpose of directly
or indirectly accepting contributions or making expenditures, or both, for an
exempt function as defined in Section 527 with respect to promoting the charter
school education industry. All exempt function income as defined in said Section
527 is to be segregated in a separate account of the committee. The committee
may create a membership class of The League-PAC for the purpose of securing
exempt function income.
A state political action committee, if created, shall be created pursuant to
North Carolina state law and all income relating to said state political action
committees shall be segregated in a separate account of said committee.
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The League of Charter Schools, INC.
CONFLICT OF INTEREST POLICY
SECTION 1.
Full disclosure, by notice in writing, shall be made by the interested
parties to the full Board of Trustees in all conflicts of interest, including
but not limited to the following:
1. A Trustee is related to another trustee.
2. A Trustee is related to a staff member.
3. A Trustee is also a staff member.
4. A staff member in a supervisory capacity is related to another
staff member whom he/she supervises.
5. A Trustee or staff member receives payment from The League
for any subcontract, goods, or services other than as part of
his/her regular job responsibilities or as reimbursement for
reasonable expenses incurred as provided in the bylaws and
board policy.
6. A Trustee or staff member may have personal, financial,
professional, or political gain at the expense of The League
or its members.
SECTION 2.
Following full disclosure of a possible conflict of interest or any
condition listed above, the Board of Trustees shall determine whether a
conflict of interest exists and, if so, the Board shall vote to authorize or
reject the transaction and/or condition. Both votes shall be by majority vote
without counting the vote of any interested trustee, even if the disinterested
trustees are less than a quorum, provided that at least one consenting trustee
is disinterested.
SECTION 3.
An interested trustee, officer, or staff member shall not participate in any
discussion or debate of the Board of Trustees, or any committee
thereof, in which the subject of discussion is a contract, transaction, or
situation in which there may be a conflict of interest.
SECTION 4.
No trustee, officer, or staff member shall participate in the selection,
award, or administration of a procurement transaction in which federal or state
funds are used, where, to his/her knowledge, any of the following has a
financial interest in that transaction:
1. the staff member, officer, or Trustee;
2. any member of his/her immediate family;
3. his/her partner;
4. an organization in which any of the above is an officer, trustee, or
employee;
5. a person or organization with whom any of the above is negotiating or
has any arrangement concerning prospective employment.
SECTION 5.
A contract or transaction may be rendered void by the Board of Trustees if
entered into without full disclosure of the personal interests of a trustee,
officer, or staff member. The existence of any of the above-listed conditions
shall likewise render a contract or transaction voidable unless full disclosure
of personal interests is made in writing to the Board of Trustees and such
contract or transaction was duly approved by the Board with full knowledge of
such interest.
SECTION 6.
The disinterested trustees are authorized to impose by majority vote other
reasonable sanctions as necessary to recover associated costs against a trustee,
officer, or staff member for failure to disclose a conflict of interest as
described in Section 1 or for any appearance of a conflict.
SECTION 7.
Appeal from sanctions imposed pursuant to Sections 5 and 6 above, shall be
prescribed by law in those courts with jurisdiction over both the parties and
the subject matter of the appeal.
SECTION 8.
In the event that The League of Charter Schools, Inc. Board of Trustees has
incurred costs or attorney fees as a result of legal action, litigation, or
appeal brought by or on behalf of an interested trustee or staff member due to a
conflict of interest and consequent sanctions and in the event that the Board of
Trustees prevails in such legal action, litigation, or appeal, the Board shall
be entitled to recover all of its costs and attorney fees.
SECTION 9.
A copy of this policy shall be given to all Trustees, officers, and staff
members upon commencement of such person’s relationship with The League. Each
Trustee member, officer, and staff member shall sign and date the policy at the
beginning of his or her term of service or employment and each year thereafter.
Failure to sign does not nullify the policy.
Signed:________________________________________________________________
Name Printed:_______________________________________Date:___________________
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