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HomeMy WebLinkAboutSW4220901_Development Agreement_20220921 (4)BYLAWS OF DAVIDSON CHARTER ACADEMY, INC. ARTICLE 1 — NAME The name of the corporation shall be Davidson Charter Academy, Inc. (the Corporation). ARTICLE 2 — PURPOSES The purposes for which the Corporation is organized are: A. To operate one or more public charter schools in the State of North Carolina pursuant to the N.C. Gen. Stat. § 115C-238.29A et seq.; B. To operate exclusively for charitable, educational, religious, and scientific purposes with the meaning of Sections 501(c)(3) and 170(c)(2) of the Internal Revenue Code of 1986 or the corresponding provisions of any future U.S. Internal Revenue laws (the "Code"); and C. To engage in any lawful activity for which corporations may be organized under Chapter 55A of the General Statutes of North Carolina, provided the Corporation does not engage in any activity not in furtherance of one or more tax exempt purposes as contemplated in Section 501(c)(3) of the Code. ARTICLE 3 — OFFICES A. Principal Office. The principal office of the Corporation shall be located at 394 Harbor Dr W., Lexington, Davidson County, North Carolina, 27292. B. Registered Office. The registered office of the Corporation may be the same as the principal office of the Corporation and shall be located in the State of North Carolina, and shall be the business office of the registered agent. C. Other Offices. The Corporation may have offices at such other places within the State of North Carolina as the Corporation's Board of Directors (the "Board") may determine from time to time. ARTICLE 4 — BOARD OF DIRECTORS A. General Powers. The business, property, and affairs of the Corporation shall be managed by the Board in accordance with the provisions of the Corporation's Articles of Incorporation (the "Articles), these Bylaws (the "Bylaws"), and applicable law. B. Number and Election. The number of Directors on the Board (the "Directors") shall not less than five 5 or more than eleven (11). At any annual meeting, the Directors may fix the number of Directors to be elected at the meeting by resolution. In the absence of such a resolution, the number of Directors elected at the meeting, plus the number of Directors continuing in office, shall constitute the number of Directors of the Corporation until the next annual meeting, unless the number is changed by action of the Board. Directors shall be elected at any annual or special meeting of the Board by a vote of a majority of the Directors then in office. The election of Directors shall be a part of the order of business of each annual meeting of the Board. C. Terms. The initial Directors shall be divided into two (2) classes, as nearly equal in number as possible, to serve in the first instance for terms of two (2) years and three (3) years, respectively, and until their successors shall be elected and shall qualify. Thereafter, the successors in each class of Directors shall be elected to serve for terms of three (3) years and until their successors shall be elected and shall qualify. In the event of any increase or decrease in the number of Directors, the additional or eliminated directorships shall be classified such that all classes of Directors shall remain or become equal in number, or as nearly equal in number as possible. In the event of the death, resignation, retirement, removal, or disqualification of a Director during the elected term of office, the Director's successor shall be elected to serve only until the expiration of the term of the predecessor. Directors may be reelected in non-consecutive terms with no limit on the number of terms each may serve; however, Directors may only succeed themselves, or be elected to consecutive terms, one time. D. Qualifications. A Director shall be willing and able to make decisions as a member of the Board in the best interests of the Corporation and shall submit on an annual basis a conflict of interest disclosure as prescribed by the Board and as required by the laws and regulations of the State of North Carolina. A Director shall also be at least twenty-one (21) years of age, a resident of the State of North Carolina, and hold at least a high school diploma or its equivalent. E. Excluded Persons. The following persons shall not be eligible to serve on the Board: (i) employees of the charter operated by the Corporation, or (ii) any director, officer, or employee of a service provider or management company who contracts with the Corporation. F. Removal. A Director may be removed by the Board with or without cause by a resolution duly adopted by a majority of the Directors then in office. G. Resignation. A Director may resign at any time by providing written notice to the Chairman of the Corporation, or if the Chairman is resigning or the Presidency is vacant, then to any officer of the Corporation (an "Officer"). The resignation shall be effective when communicated, unless the notice specifies a later effective date or subsequent event upon which it will become effective. H. Vacancies. A vacancy on the Board shall be filled as provided in Section B of this Article. L Compensation. All Directors shall serve as volunteers without compensation. By resolution of the Board, Directors may be reimbursed for their reasonable expenses incident to their duties in accordance with applicable law. ARTICLE 5 — MEETINGS OF DIRECTORS A. Annual Meeting. The annual meeting of the Board shall be held in the month of June of each year for the purpose of electing Directors and Officers and transacting such other business as may be properly brought before the Board. If the annual meeting is not held as designated by these Bylaws, a substitute annual meeting may be called by or at the request of any two Directors and such meeting shall be designated and treated for all purposes at the annual meeting. B. Regular Meeting. The Board shall be set a schedule of the time and place for the holding of regular meetings, which shall occur at least once each month. C. Special Meeting. Special meetings of the Board may be called by or the at the request of regular meetings, which shall occur at the request of any Two Directors. D. Open Meetings. All meetings of the Board shall comply with Article 33C of Chapter 143 of the North Carolina General Statutes, or the corresponding provisions of any future North Carolina Open Meetings law. Consistent with that Article, the Board shall, among other things: (i) cause a current copy of the schedule of its regular meetings to be kept on file with the Secretary of the Corporation; (ii) give public notice of regular, special, and emergency meetings pursuant to the N.C. Gen. Stat. § 143-318.12; and (iii) only take action by written ballot in accordance with N.C. Gen. Stat. § 143-318.13 . E. Place of Meetings. Meetings of the Board may be held at the principal office of the Corporation or at such other place as shall be designated in the notice of the meeting or agreed upon at or before the meeting by a majority of the Directors then in office. However, unless conducted electronically, all meetings of the Board shall take place within the State of North Carolina and within close proximity to the charter school or schools operated by the Board, such that parents, students, and interested parties may attend. F. Separate Meetings. If the Corporation is granted more than one charter by the State Board of Education pursuant to the N.C. Gen. Stat. § 115C-238.29D, then the Corporation shall conduct separate meetings for each public charter school for which it holds a charter, unless this provision is waived by applicable law, the State Board of Education, or the Department of Public Instruction, including the Office of Charter Schools. G. Manner of Acting. The act of the majority of the Directors then in office at a properly noticed and conducted meeting shall be the act of the Board, except as otherwise provided by law. H. Meeting by Conference Telephone. Any one or more Directors may participate in a meeting of the Board by conference telephone or other electronic means which allows all Directors to simultaneously hear one another during the meeting, and such participation shall be deemed presence in person at such meeting. If the Board holds a meeting by conference telephone or other electronic means, it shall provide a location and means whereby members of the public may listen to the meeting, and notice of the meeting shall be provided as required by N.C. Gen. Stat. § 143-318.13. ARTICLE 6 — COMMITTEES A. Committee Authority. The Board may designate one or more committees by resolution. In order to obtain clear, measurable outcomes, the Board may designate certain Standing Committees such as, but not limited to, a Finance Committee, a Governance Committee, and an Academic Excellence Committee. Each committee shall consist of one (1) or more Directors elected by the Board and shall have the such powers as may be delegated by the Board, except that no committee may: (i) authorize distributions to or for the benefit of Directors or Officers; (ii) approve dissolution, merger or the sale, pledge or transfer of all or substantially all of the Corporation's assets; (iii) elect, appoint or remove Directors, or fill vacancies on the Board or any of its committees; (iv) elect Officers; (v) adopt, amend, or repeal the Articles or Bylaws; or (vi) take any action the Board cannot lawfully delegate under the Articles, Bylaws, or applicable law. B. Committee Conduct. Each committee shall fix its own rules governing the conduct of its activities and shall make such reports to the Board of its activities as the Board may request. The provisions in Article 5 applicable to meetings of the Board shall apply to meetings of committees. ARTICLE 7 — OFFICERS OF THE CORPORATION A. Number and Titles. The Officers of the Corporation shall be a Chairman, Vice Chairman, Secretary, and Treasurer. Except as otherwise provided in these Bylaws, the Officers shall have the authority and perform the duties as from time to time may be prescribed by the Board. Any two or more offices may be held by the same individual, but no officer may act in more than one capacity where action of two or more Officers is required. B. Election and Term of Office. The Officers shall be elected by the Board at the annual meeting. If the election of Officers is not held at the annual meeting, the election shall be held as soon thereafter as may be convenient. Each Officer shall hold office until the next annual meeting and until a successor is elected and qualifies. No Officer shall serve more than two consecutive one-year terms in any one office. C. Removal. Any officer elected or appointed by the Board may be removed at any time by the Board with or without cause. D. Resignation. An Officer may resign at any time by providing written notice to the Chairman of the Corporation, or if the Chairman is resigning or the Presidency is vacant, then to the Officer holding the next highest office. The resignation shall be effective when communicated, unless the notice specifies a later effective date or subsequent event upon which it will become effective. E. Vacancies. A vacancy in any office shall be filled by the Board for the unexpired portion of the term. F. Chairman. The Chairman shall be a member of the Board and shall preside at all meetings of the Board. The Chairman shall sign, with any other proper Officer, instruments which may be lawfully executed on behalf of the Corporation, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution shall be delegated by the Board to some other Officer. The Chairman shall, in general, perform all duties incident to the office of Chairman as may be prescribed by the Board from time to time. G. Vice Chairman. The Vice Chairman shall be a member of the Board and shall exercise the powers of the Chairman during that Officer's absence or inability to act. Any action taken by a Vice Chairman in performance of the duties of Chairman shall be presumptive evidence of the absence or inability to act of the Chairman at the time the action was taken. The Vice Chairman shall have such powers and perform such other duties as from time to time may be assigned to the Vice Chairman by the Chairman or by the Board. H. Secretary. The Secretary shall be a member of the Board and shall be responsible for keeping the minutes of the Board meetings and seeing that all notices are duly given in accordance with the provisions of these Bylaws or as required by law. The Secretary shall have general charge of the corporate books and records. The Secretary shall sign such instruments as may require the signature of the Secretary and in general shall perform all duties incident to the office of Secretary and other duties as from time to time may be assigned to the Secretary by the Chairman of the Board. L Treasurer. The Treasurer shall be a member of the Board and shall: (i) have charge and custody of and be responsible for all funds and securities of the Corporation; (ii) keep accurate books and records of receipts and disbursements; (iii) deposit all moneys and securities received by the Corporation in such banks, trust companies, or other depositories as shall be selected by the Board; and (iv) see that all required corporate filings are made. The Treasurer shall, in general, perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasure by the Chairman of by the Board. J. Compensation. All Officers shall serve as volunteers without compensation. By resolution of the Board, Officers may be reimbursed for their reasonable expenses incident to their duties in accordance with applicable law. ARTICLE 8 — CONTRACTS, LOANS, CHECKS AND DEPOSITS; SPECIAL CORPORATE ACTS; GENERAL PROVISIONS A. Contracts. The Board may authorize any one or more Officers to enter into any contract or other instrument on behalf of the Corporation. Such authority may be general or confined to specific instances. When the Board authorizes the execution of a contract or of any other instrument in the name of and on behalf of the Corporation, without specifying the executing Officers, the Chairman or Vice Chairman and one other Officer of the Corporation may execute the same. B. 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 a resolution of the Board. C. Checks, Drafts, and Orders for Pam. All checks, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by such Officer or Officers as shall from time to time be determined by resolution of the Board. D. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board may select. E. Contracts between the Corporation and Related Persons. The Corporation may not enter into a contract with a related person to the extent such contract and any transfers in connection therewith might cause or imply private benefit under the relevant sections of the Code or applicable provisions of state ethical requirements for local government officials. The definition of "related persons" shall be that definition applied by the Internal Revenue Service in respect to the dealings of Section 501(c)(3) organizations. ARTICLE 9 — CONFLICT OF INTEREST POLICY A Director shall inform the Board of any direct or indirect conflict of interest which the Director has with regard to any transaction contemplated by the Board (a "Conflict of Interest"). A Conflict of Interest shall exist in Board actions including, but not limited to, actions concerning a transaction in which the Director; (i) has a material financial interest; or (ii) is presently serving as a director, trustee, officer, or general partner of another party. Pursuant to N.C. Gen. Stat. § 55A-8-31, the Director with a Conflict of Interest may participate in the discussion, but may not vote on the transaction. The transaction is authorized, approved, or ratified by the vote of a majority of the Directors then in office who have no Conflict of Interest, which must be more than one Director. ARTICLE 10 — INDEMNIFICATION It shall be the policy of the Corporation to indemnify to the maximum extent permitted by Chapter 55A of the North Carolina General Statutes each person who is or was a Director, Officer, or member of a committee of the Board and each person who serves or has served at the request of the Board as a trustee, Director, Officer, partner, or employee of another corporation, partnership, joint venture, trust, or other enterprise. The Corporation may purchase and maintain insurance on behalf of any such person against any liability asserted against and incurred by such person in any such capacity or arising out of his or her status as such, whether or not the Corporation would have power to indemnify such person against such liability under the preceding sentence. The Corporation may, to the extent authorized from time to time by the Board, grant rights to indemnification to any employee of the Corporation. Notwithstanding any provision of this Article to the contrary, the Corporation shall not indemnify any person described in this Article if such indemnification would jeopardize the Corporation's tax-exempt status under Section 501(c)(3) or the Code. The Corporation may advance expenses in connection with any proceeding to such person in accordance with applicable law. The use of funds of the Corporation for indemnification or for purchase and maintenance of the insurance for the benefit of the persons designated in this Article shall be deemed a proper expense of the Corporation. ARTICLE 11 — FISCAL YEAR The fiscal year of the Corporation shall begin on July 1st in each year and end on the following June 30th, provided that the first fiscal year shall begin on the dates of incorporation. ARTICLE 12 — DISPOSITION OF ASSETS If the Corporation is granted a charter to operate a public charter school by the State Board of Education and the Corporation is subsequently dissolved or the charter is terminated or not renewed, then all net assets of the Corporation purchased for the benefit of the school shall be deemed the property of and distributed to the local school administrative unit in which the school is located in accordance with N.C. Gen. Stat. § 115C-238.29F9(i) or the corresponding provision of any future North Carolina charter law. To the extent the Corporation possesses assets other than those subject to distribution pursuant to the N.C. Gen. Stat. § 115C-238.29F9(i), upon termination, dissolution, or winding up the affairs of the Corporation, the Directors shall, after paying or making provision for payment of all liabilities of the Corporations, distribute all such remaining assets among one or more organizations, which are organized and operated for exempt purposes and qualified as exempt organizations under Section 501(c)(3) of the Code and to which contributions are deductible under Section 170(c)(2) of the Code, or to federal, state, and local governments to be used exclusively for public purposes. ARTICLE 13 — NONDISCRIMINATION In compliance with federal law, any public charter school operated by the Corporation shall administer all education programs, employment activities and admissions without discrimination against any person on the basis of gender, race, color, religion, national origin, age or disability. ARTICLE 14 — AMENDMENTS These Bylaws may be amended or repealed and new Bylaws may be adopted by the affirmative vote of a majority of the Directors then in office at any regular or special meeting of the Board, provided that notice of the meeting shall have been given which states that the purpose or one of the purposes of the meeting is to consider a proposed amendment to the Bylaws and includes a copy or summary of the proposed amendment or states the general nature of the amendment. Amendments shall be approved, as necessary, by North Carolina Department of Public Instruction staff. SECRETARY'S CERTIFICATE This document is to certify that the foregoing Bylaws of Davidson Charter Academy, Inc. were duly adopted by resolution of the Board, effective as of the day of Secretary, Davidson Charter Academy, Inc. Signature 20 :0 SECRETARY'S CERTIFICATE This document is to certify that the foregoing Bylaws of Davidson Charter d Acadmy Ii c. were duly adopted by resolution of the Board effective as of the ay Of V9 If , 20n. �� 41ne-, C-Mldn& Secretary, Davidson Chartcademy, Inc. 0 tune