North Lakes Academy Charter School
Policy #: 001
Policy Name: Bylaws
Revised: June 28, 2010, November 13, 2012, April 9, 2013
ARTICLE I – GENERAL GOVERNANCE
Section 1 - The Board members of North Lakes Academy Charter School (hereafter “NLA”) shall be the only members therefore, and persons elected to the Board of Directors shall automatically become members of NLA for the duration of their terms as directors.
Section 2 – The Board will follow statutes defining board structure as specified in the Minnesota Results-Oriented Charter Schools Status (Statute Chapter 124D.10). The Board will follow open meeting law as defined in Statute 13D.01.
Section 3 – The Board consists of no more than nine (9) persons, but not less than seven members.
Section 4 – Beginning no later than December of each year, the Board of Directors will be elected to designated terms: Five (5) teacher members, three (3) parent members and one (1) community member. The five (5) positions reserved for teacher members will be filled by no fewer than two (2) teachers from each of the district’s buildings, with the final one (1) position filled by a teacher from either building.
- Odd year elections would elect -Two (2) teachers with a two (2) year term, two (2) parents members with a two (2) year term, one (1) community member with a two (2) year term.
- Even year elections would elect - three (3) teachers with a two (2) year term, one (1) parent member with a two (2) term.
- All parents and legal guardians of students at North Lakes Academy and all staff employed by NLA, shall be eligible to vote in these elections.
- In the event that all candidates are unopposed in their bid for office, the Board Chair may forego an election and choose to declare all such candidates successful in their bid for office.
Section 5 – The Board shall include non-voting Ex-Officio members, the school director(s) and the business manager.
Section 6 – Special meetings of the members may be called by the Chair of the Board of Directors and must be called upon the written request of any member. The notice of any special meeting shall state the time and place of such meeting and the purpose therefore.
Section 7 – It shall be the duty of the Secretary to mail or e-mail a notice of each special meeting, state the purpose thereof, as well as the time and place it is to be held, to each member of NLA, not less than three (3) but not more than thirty (30) days prior to such meeting. The mailing or e-mailing of a notice in the manner provided in this section shall be considered due service of notice.
Section 8 - Meeting of the NLA board shall be open to the public in accordance with MN Statute Chapter 13D. In addition to notifying the members, the secretary is responsible for posting and distributing the official meeting notification to board members and the public.
Section 9 - At every meeting of the members, each member present shall have the right to cast one vote on each question and never more than one vote.
Section 10 - Any member may resign from the NLA board by delivering a written resignation to the Chair of the Board of Directors or the Secretary, and such written notice shall constitute a resignation.
ARTICLE II – BOARD OF DIRECTORS
Section 1 - The Board of Directors shall have the governing authority over all business and affairs of NLA and shall exercise by appropriate rules or resolutions all the powers that may be exercised in accordance with state law and the organization’s Articles of Incorporation and these Bylaws.
Section 2 - At the adoption of these bylaws and until a resolution is adopted by the members otherwise providing the number of the directors shall be nine (9).
Section 3 - Deleted.
Section 4 - Deleted.
Section 5 - Meetings of the Directors shall be held at a suitable place convenient to the members of the Board of Directors and as designated by the Board of Directors.
Section 6 - At all meetings of the board, a majority of the directors shall constitute a quorum for the transaction of business. The actions of the majority present at the meeting shall be the act of the Board of Directors. If, at any meeting of the Board of Directors, there be less than a quorum present, the majority of those present may adjourn the meeting for a new meeting.
Section 7 - The NLA Board election and annual meeting shall be held in conjunction with the fall parent – teacher conference schedule.
Section 8 – Vacancies in the Board of Directors shall be filled by appointment by the chair with confirmation by a majority vote of the remaining directors, even though they may constitute less than a quorum. Each person so appointed shall be a director, and serve the remainder of the term of the director who was replaced. The distribution of terms established by Article I, Section 4, including the balance of teacher positions between district buildings, will be preserved by any such appointment.
Section 9 - No compensation shall be paid to directors for their services as a director. Reasonable remuneration may be paid to the director for services performed for NLA in any other capacity, and consistent with state law.
Section 10 - The directors shall not enter into on NLA’s behalf, any contact, transaction or act, or carry any activity not permitted to be made, entered into or carried on by any organization exempt from tax under the section 501(c)(3) of the Internal Revenue Code of 1954, as now constituted or hereafter amended, or by any organization, contributions to which are deductible under the section 501(c)(3) of the Internal Revenue Code of 1954, as now constituted or hereafter amended. In addition, the directors shall not make, enter into or carry on any activity which could cause NLA to be deemed a private foundation within the meaning of Section 509 of the Internal Revenue Code of 1954, as now constituted or hereafter amended.
Section 11 - No officer, trustee, or board member will vote on his/ her personal employment contract, including compensation, or any such agreement for relatives or other related parties.
Section 12 - As stated in Statute 124D.10 - subd. 4 (f) - “Every charter school board member shall attend department-approved training on board governance, the board's role and responsibilities, employment policies and practices, and financial management. A board member who does not begin the required training within six months of being seated and complete the required training within 12 months of being seated on the board is ineligible to continue to serve as a board member.”
Section 13 - Any teacher serving on the board or a board appointed committee (Finance, Director Evaluation, and Policy) shall not have their employment terminated or non-renewed for the period of their term, as well as 12 months after leaving the board, without a two thirds majority vote of the full board.
ARTICLE III – OFFICERS
Section 1 - The principle officers of NLA shall be a chair of the Board of Directors, vice chair, secretary, and treasurer, all whom shall be elected by the Board of Directors. Directors may appoint assistant treasurers, assistant secretaries, Data Practice Act Authorities, and such officers as, in their judgment, may be necessary. Any two offices may be held by the same person.
Section 2 - The officers of NLA shall be elected annually by a majority vote of the Board of Directors at the next regular board meeting following its annual meeting.
Section 3 - Upon an affirmative vote of a majority of the members of the Board of Directors, an officer may be removed, either with or without cause, and his/her successor can be appointed by an affirmative vote of a majority of members of the Board of Directors at any regular meeting of the Board of Directors or special meeting of the Board of Directors. Such removal is without prejudice to any contract rights, if any, which such officer may have with NLA.
Section 4 - In the event that an office becomes vacant, such vacancy shall be filled by the affirmative vote of a majority of members of the Board of Directors then in office. An officer so elected shall hold office and serve until the next annual meeting of the Board of Directors and until the successor is elected.
Section 5 - The Chair of the Board of Directors shall be the chief executive officer of NLA. The chair shall preside at all meetings of the members and the Board of Directors. The Chair of the Board of Directors shall: Act as the chairman of the Board of Directors and exercise the functions of the office of the chair of the corporation, preside at all meetings of the Board of Directors; perform such duties and exercise such powers as are necessary or incident to the supervision and management of the business and affairs of the corporation; sign and deliver, in the name of the corporation, all deeds, mortgages, bonds, contracts, or other instruments requiring an officers signature, unless otherwise directed by the board; have the general powers and duties usually vested in the office of the chair; and have such other powers and perform such other duties as are prescribed by Minnesota Statues, Section 317A.305 Subd. 2, and as the Board of Directors may from time-to-time prescribe.
Section 6 - The secretary shall keep minutes of all meetings of the Board of Directors. The secretary shall have charge of the membership records and of such other books and papers as the Board of Directors may direct, and shall, in general, perform all duties incident of the office of secretary.
Section 7 – The treasurer shall oversee all funds, property, and securities of NLA, subject to such regulations as may be imposed by the Board of Directors. The Treasurer shall also serve as the chair of the School Board Finance Committee.
Section 8 – Any Director may be elected by the board to be authorized on behalf of NLA to endorse for collection of checks, notes, or other obligations and shall deposit the same to the credit of NLA at such banks or depositories as the Board of Directors may designate.
ARTICLE IV – CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 1 – The Board of Directors may authorize any officer or officers, agent of NLA, in addition to the officers so authorized by the bylaws, to enter into any contract or executed and delivered any instrument in the name of and on behalf if NLA, and such authority may be general or confined to specific instance.
Section 2 – All checks, drafts, or orders for payment of money, notes, or other evidence of indebtedness issued in the name of NLA shall be signed by such office or officers, agent or agents, of NLA and in such manner as shall from time-to-time be determined by the Board of Directors, such instruments may be signed by any two of the officers.
Section 3 – All funds of NLA shall be deposited to the credit of NLA in such banks, trust companies, and other depositories as the Board of Directors may select.
ARTICLE V – FISCAL YEAR
The fiscal year of NLA shall commence on July 1st of each year and end June 30th of the following year.
ARTICLE VI – AMENDMENT OF THE ARTICLES OF INCORPORATION OR BYLAWS
The Board of Directors may propose amendments to the Articles of Incorporation and theses bylaws by resolution setting forth the proposed amendment or amendments and directing that they be submitted for adoption at a meeting of the members. Notice of the meeting of members stating the purpose shall be given to each member. An Amendment shall be adopted when it has received the affirmative vote of a two-thirds majority of the members present.
ARTICLE VII – RULES GOVERNING MEETINGS
Meetings of the Board of Directors shall be governed by (Robert’s Rules of Order) latest edition.
ARTICLE VIII – CERTIFICATE OF THE CHAIRPERSON OF THE BOARD OF DIRECTORS
The Undersigned does herby certify:
1. That he or she is the duly elected and acting Chair of the Board of Directors of North Lakes Academy Charter School, a Minnesota nonprofit corporation; and
2. That the foregoing Bylaws, comprising six (6) pages, including this page, constitute the Bylaws of said corporation, as duly adopted at a meeting of the Board of Directors therefore, duly held on June 28th, 2010.
IN WITNESS WHEREOF, I have here unto subscribed by name this April 9, 2013.
Chair of the Board of Directors