BY-LAWS OF THOMAS
JEFFERSON CLASSICAL ACADEMY
ARTICLE ONE- ORGANIZATION
The Name of this Corporation shall be Thomas Jefferson Classical Academy.
ARTICLE TWO- PURPOSE
The Corporation has
been is organized for the purpose of being a Charter School under
the Charter School Act of 1996, as codified in North Carolina General Statutes
115C-238.29A et seq.
ARTICLE THREE- MEMBERSHIP
There shall be no members
in the Corporation unless provisions for them is are later
made through an amendment to the Articles of Incorporation.
ARTICLE FOUR- BOARD OF DIRECTORS AND ELECTION OF OFFICERS
The business of the
Corporation shall be managed by a board of Directors consisting of between
no less than three and no more than nine members. The actual
number of Directors shall be determined from time-to-time by at
the discretion of the board. Directors shall serve for terms of two or
three years, or until their successors are elected. A Director can will
be removed by a simple majority vote of the Board at any meeting.
The initial directors
shall be elected for terms of two(to expire September 2000) or three years, so
that their terms will not all expire the same year. The Directors and Officers
to be chosen for the ensuing year shall be elected by the Board at the
annual meeting of the Corporation held in September of each year. At
the time of the election of officers, any Director shall be eligible to be
nominated and serve as an officer of the Corporation. Nominations for officers may be made by any Director. At the meeting immediately preceding the
annual meeting, the Board of Directors shall appoint the Nominating Committee
whose responsibility it will be to present a slate of candidates for Officers
to the Board of Directors at the annual meeting. The Board of Directors may accept or decline the slate presented
by the slating committee. If the slate
is declined, nominations for officers may be entertained by the Board
Chairperson. Nominations must be
seconded and the nominee must accept the nomination in order to be considered a
candidate for office. Upon the motion,
second and majority vote to close nominations, an election of officers from the
list of candidates will be held. All
elections for officers will be held using secret ballot. Ballots will be cast by each Director
indicating the choice of each director for each office. No ballot may be cast or counted on which
more than one candidate is indicated for a single office. The candidate receiving a simple majority of
ballots cast in his/her favor will be immediately inaugurated into the office
for which they have been elected. In
the event of a tied vote, ballots will be recast. In the event of another tie after a recasting of ballots, the
office shall be awarded to the candidate with the longest cumulative tenure served
on the Board of Directors.
The Board of Directors shall have the control and management of the affairs and business of the Corporation.
Vacancies in the Board
shall be filled by a majority vote of the remaining members of the Board at any
meeting.
All board members will
be required to demonstrate commitment to the mission of the corporation and to
the Thomas Jefferson Classical Academy in at least one of the following
capacities every twelve months:
Time: A member will be required to serve on a minimum
of three committees AND attend a majority of the public functions held at the
Thomas Jefferson Classical Academy.
Investment:
A member will have a child or dependent enrolled at Thomas Jefferson Classical
Academy OR a member will contribute an amount equal to or exceeding $500.00 per
year OR a member will volunteer for a minimum of 10 hours per year at the
Thomas Jefferson Classical Academy OR a member will successfully write a grant
or combination of grants for the Thomas Jefferson Classical Academy totaling
$2,000.00 or more.
Talent:
A member will provide a minimum of 10 hours or more professional expertise to
the Thomas Jefferson Classical Academy in the areas of law, accounting,
architecture, surveying, curriculum development, college admissions, marketing,
medicine or other expertise as deemed necessary by the Board of Directors for
the growth and well-being of the corporation and/or the Thomas Jefferson
Classical Academy.
If a matter comes before
the Board which places a Director in a conflict of interest between the
interests of the Corporation and the interest of the Director, or the
Director's family or business, the Director with the conflict shall be
prohibited from participating in the discussion and vote on the particular
matter. In addition, the Corporation shall comply with the voting and
disclosure provisions of the Director Conflict of Interest section of the
Non-Profit Corporation Law NCGS 55A-8-31.
Any member of the
Board of Directors of the corporation will be dismissed from his/her duties
upon the simple majority vote of those board members present, provided a quorum
has been established. A member will be
considered for dismissal for any one of the following breaches of integrity:
violating the confidentiality of items discussed during Executive Session by
disclosing any detail or item of conversation to an individual, group or other
organization not otherwise belonging to the Board of Directors; undermining the
effectiveness of the Board of Directors and any directives, instructions or
other policies promulgated by them; being indicted or convicted of a felony;
failing to observe and abide by the terms and conditions stated in the Bylaws
of the corporation; any other act that would constitute a breach of integrity
in the opinion of the members of the Board of Directors.
A member’s term on the
Board of Directors shall be one year, after which time a member may be invited
to remain for an additional term(s) by a majority of the Board of
Directors. The membership of the Board
of Directors will, at all times, include at least one parent of a student
attending Thomas Jefferson Classical Academy. The Board of Directors may, at
any time as deemed appropriate, review the composition of the Board of
Directors and take any action deemed necessary to ensure appropriate
representation on the Board of Directors of parents, professionals, experienced
board members, community leaders and others.
The Directors, Officers and volunteers shall be indemnified from claims or liabilities to the fullest extent permitted by the laws of the State of North Carolina, and shall be immune from such claims to the extent provided by said laws.
ARTICLE FIVE- MEETINGS
The Board of Directors
shall meet at least six times per year, at such times and locations as it may
determine suitable and appropriate. In addition, an annual meeting of
the Directors of the Corporation shall be held the second Tuesday of September
each and every year, beginning in 1998. Reasonable notice of all
Directors' meetings shall be provided to each Director by mail, telephone, or
other means of communication as deemed appropriate by the Chairperson of the
Board of Directors. All meetings of the Board of Directors shall comply
with the open meetings law, 115C-4, of the North Carolina Public Schools Law.
The presence of at least
one half of the Directors shall constitute a quorum and shall be necessary to
conduct the business of the Corporation; but however, a
lesser number may reschedule a meeting, and the Corporation shall cause a
notice of the rescheduled meeting to be given to all Directors who were not
present at the originally called meeting. A quorum shall be required at the
rescheduled meeting. Directors shall be considered present if the Directors can
simultaneously hear each other through any means of communication deemed
appropriate by the Chairperson of the Board of Directors a conference
call.
Special meetings of the
Corporation may be called by the Chairman Chairperson when he or
she deems it to be in the best interest of the Corporation. Action may be
taken by the Board without a meeting if a written consent is signed by all
Directors.
At the request of one or
more members of the Board, the Chairman shall cause a special meeting to be
called, but such a request must be made in writing at least five two
days before the requested meeting date; and, no other business but that
specified in the notice may be transacted without the unanimous consent
of all present at such meeting. Any
special meeting(s) of the Board of Directors of the Company shall be announced
and held in compliance with the open meetings law, 115C-4, of the North
Carolina Public Schools Law.
ARTICLE SIX- OFFICERS
The officers of the
Corporation shall be Chair, Vice Chair, Secretary, and Treasurer. The offices
of Secretary and Treasurer, or Secretary and Vice Chair, may be combined into
one office as determined by the Directors.
Officers of the corporation will comprise the Executive Board of
Directors of the corporation. Officers
of the corporation will be chosen from among current members of the Board of
Directors who have a minimum of one year of service to the corporation and who
have demonstrated a strong personal commitment to the corporation and to the
Thomas Jefferson Classical Academy.
The Chairperson
shall preside at all meetings, be responsible for the proper safeguarding,
maintenance and filing of any and all corporate see that the books,
reports, and certificates as required by law, establish the agenda, in
consultation with the Headmaster of the Thomas Jefferson Classical Academy, for
each meeting of the Board of Directors, are properly kept or filed, be one of the officers who may sign
the checks or drafts of the Corporation, and have such powers as may be
reasonably construed as belonging to the chief executive of any
corporation. The Chairperson may
appoint the Vice Chair as acting/interim Chairperson provided a beginning and
ending interim term is provided to the remainder of the Board of Directors by
the Chairperson. An interim term may not
exceed three months. An interim term
may not extend beyond the date of the next annual meeting.
The Vice Chair shall in the event of the absence or inability of the Chairperson to exercise his or her office, or upon the direct order of the Chairperson, become the acting Chairperson, with all the rights, privileges and powers as if he or she had been the duly elected Chairperson.
The Secretary shall keep
the minutes and records of the Corporation in appropriate books, file
any certificate, reports and/or other filings required by any local,
federal and/or state statute(s), federal or state, give and
serve all notices to Directors of the Corporation, maintain custody be
the official custodian of the records and seal of the Corporation, submit
to the Board of Directors any communications which shall be addressed to the
Secretary of the Corporation, attend to all correspondence of the Corporation
and exercise all duties incident to the office of Secretary.
The Treasurer shall have
the care and custody of all monies belonging to the Corporation and be
responsible be actively engaged in the oversight, custody and management
of the for such monies, assets, property and or
securities of the Corporation. The Treasurer shall render or delegate an appointed
representative to render, at stated periods as the Board of Directors shall
determine a written account of the finances of the Corporation, and shall
exercise all duties incident to the office of Treasurer, including but not
limited to the signing of the checks or drafts of the Corporation if so
designated by the Directors.
No Officer or Director
shall for reason of the office be entitled to
receive any salary or compensation.
ARTICLE SEVEN- COMMITTEES
The Board shall
establish, from time to time and at its discretion interim, temporary and/or
permanent committees to assist in managing the affairs carrying
out the business of the Corporation and to ensure active participation in
the school by parents of the students. Committees may be composed of Board
members, parents, staff, or others in the community, and shall report to the
Board. Committees may include, but are not limited to Finance, Personnel, Fundraising, Facility,
Curriculum, Volunteers, and Enrollment, or others as may be needed.
ARTICLE EIGHT- PROCEDURE
All business conducted at the meetings of the Corporation, including meetings of the Board of Directors, shall be conducted pursuant to Robert's Rules and Order.
ARTICLE NINE- AMENDMENTS
These By-Laws may be
amended by a 2/3 vote of the Board of Directors.