CPSC CHARTER: By-Laws

in

From our original charter which was applied for as "The Community School for Children." in 2001.

Articles of Incorporation of THE COMMUNITY SCHOOL FOR CHILDREN

I The name of the corporation is The Community School for Children.

II The corporation is a subordinate corporation created under the authority of the North Carolina Department of Public Instruction.

III This corporation is a non-profit corporation organized for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986.

IV The name and address of the corporation's initial agent for service of process are:
Vicky Patton

V In the event of the dissolution of the Corporation for any reason, any assets of the Corporation remaining after compliance with applicable laws will be distributed to other non-profit corporations organized for charitable and educational purposes under 501(c)(3) of the Internal Revenue Code of 1986.

The by-laws were copied from the by-laws of the Magellan Charter School with the exception that the board of the Community School for Children has more members.

BY-LAWS OF THE COMMUNITY SCHOOL FOR CHILDREN

Article I
Purposes of the Corporation

The Corporation is a non-profit corporation organized for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"). The Corporation's purposes are: (a) to engage in the charitable and educational purposes of providing quality public education as a charter school created pursuant to the General Statutes of North Carolina establishing charter schools; (b) to do any other lawful charitable or educational activity that qualifies under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), and Section 105-125 and Section 105-130.11(a)(3) of the General Statutes of North Carolina as being a charitable or educational purpose and activity. The purposes of the Corporation shall be limited so that it will be an exempt charitable and educational corporation pursuant to Section 501(c)(3) of the Code and Section 105-125 and Section 105-130.11 of the General Statutes of North Carolina, or the corresponding provision of any future revenue law.

Article II
Offices

  1. The PRINCIPAL OFFICE of the Corporation shall be located at 2525 Lanier Place, Durham, North Carolina 27705.
  2. 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.
  3. OTHER OFFICES: The Corporation may have offices at such other places, either within or without the State of North Carolina, as the Board of Directors may from time to time determine or, as the affairs of the Corporation may require.

Article III
Membership

The Corporation shall have no members.

Article IV
Directors

  1. GENERAL POWERS: The management of the corporation shall be vested in the Board of Directors. The Board may delegate all or part of the management functions to an Executive Committee established by the Board pursuant to these By-Laws. Members of the Board shall serve without pay. The Board of Directors shall have the power to make and amend rules and regulations pertaining to the operation of the Corporation, and shall have the responsibility for the entire management of the affairs of the Corporation, except as may be otherwise provided in the By-Laws.
  2. NUMBER, TERM: The number of Directors constituting the Board of Directors shall not be less than three (3) nor more than eight (8). Directors shall serve for a period of five (5) years. Directors may serve consecutive terms. The Board of Directors may from time to time change the number of Directors or the term of service for all Directors or for specific Directors by amendment of these by-Laws.
  3. ELECTION: New Directors shall be elected by a majority vote of the Board members present at a meeting at which a quorum is present, as provided in Article V, Section 4, hereof.
  4. REMOVAL: Board members may be removed from office with or without cause by a vote of two-thirds (2/3) of the members of the Board at the annual meeting or a special meeting called for that purpose. If any member is so removed, a new member may be elected at the same meeting.
  5. VACANCIES: A vacancy occurring on the Board my be filled by a majority of the remaining Board, though less than a quorum, or by the sole remaining Board member. Any member who shall be absent from three (3) CONSECUTIVE MEETINGS OF THE Board, without excuse satisfactory to the Board, shall be deemed to have resigned from the Board, and the vacancy shall have the same term as the Director that he replaces. Any Directorship to be filled by reason of an increase in the authorized number of Directors shall be filled by a majority of the remaining Directors, though less than a quorum, or by the sole remaining Director.
  6. CHAIRMAN OF THE BOARD: There may be a Chairman of the Board of Directors elected by the Directors from their number at any meeting of the Board. The Chairman shall preside at all meetings of the Board of Directors and perform such other duties as may be directed by the Board.
  7. COMPENSATION: Members of the Board of Directors shall serve without pay. Members may receive reimbursement for expenses incurred as a result of their service on the Board.

Article V
Meetings of the Board of Directors

  1. ANNUAL MEETINGS: The annual meeting of the Board shall be held in August of each year. In addition, a meeting shall be held at least once during each calendar quarter at such time and place as may be determined by an Executive Director or Chairman of the Board. Prior notice of time and place of such meeting shall be given to the Directors by any usual means of communication.
  2. SPECIAL MEETINGS: Special meetings of the Board may be called by or at the request of the Chairman of the Board or an Executive Director of the Corporation or by any three (3) Board members. Such meetings may be held either within or without the State of North Carolina.
  3. OPEN MEETINGS LAW: Meetings of the Board of Directors will be open to the public and subject to the provisions of the North Carolina Open Meetings Law. However, the Board of Directors shall have the right to call, consistent with the provisions of the Open Meetings Law, an executive session during any meeting for the purpose of discussing corporation affairs inappropriate to disseminate among the public because of confidentiality rules or otherwise.
  4. NOTICE OF MEETINGS: The Chairman of the Board or an Executive Director of the Corporation may call a regular meeting of the Board by giving at least five (5) days advance notice thereof by any usual means of communication. The person or persons calling a special meeting of the Board shall, at least five (5) days prior to the meeting, give notice thereof by any usual means of communication. Such notice need not specify the purpose for which the meeting is called. Attendance by a Board member at a meeting shall constitute a waiver of notice of such meeting, except where a Board member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called. Notice of meetings of the Board will be provided to the public according to the provisions of the North Carolina Open Meetings Law.
  5. QUORUM: A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board.
  6. VOTING: Except as otherwise provided in this Section, the act of the majority of the Board members present at a meeting at which a quorum is present shall be the act of the Board. The vote of a majority of the number of Board members fixed pursuant to these By-Laws shall be required to adopt a resolution constituting an Executive Committee. The vote of a majority of the Board members then holding office shall be required to adopt, amend or repeal a By-Law or to change the number of Directors between three (3) and seven (7) as established in Article IV, Section 2.
  7. INFORMAL ACTION BY THE DIRECTORS: Action taken by the Directors without a meeting is nevertheless Board action if written consent to the action in question is signed by all the Directors and filed with the minutes of the proceedings of the Board, whether done before or after the action so taken. Additional action taken by a majority of the Directors or Executive Committee without a duly called meeting is nevertheless Board or Executive Committee action if the action is approved by a majority of the Board at the next regular meeting of the Board. If a meeting of Directors otherwise valid is held without proper call or notice, action taken at such meeting otherwise valid is deemed ratified by a Director who did not attend unless promptly after having knowledge of the action taken and of the impropriety in question he files with the Board Secretary his written objection to the holding of the meeting or to any specific action taken. Any one or more Directors or members of the Executive Committee may participation a meeting of the Board of Committee by means of a conference telephone or similar communication device which allows all members participating in the meeting to hear each other and such participation in a meeting shall be deemed present in person at such meeting.
  8. PARLIAMENTARY AUTHORITY: Robert's Rules of Order, Revised, shall constitute the ruling authority in all cases in which theya re not inconsistent with these By-Laws or with any state of the state.
  9. MINUTES: Minutes of all Board meetings will be kept by the Secretary of the Corporation or, in the absence of the Secretary, by another member of the Board of Directors designated by the President.

Article VI
Executive Committee and Other Committees

  1. CREATION: The Board of Directors by resolution my designate three (3) or more Directors to constitute an Executive Committee, which Committee, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board of Directors in the management of the Corporation, except that the Executive Committee shall not have any authority to alter or amend the By-Laws.
  2. VACANCY: Any vacancy occurring the Executive Committee shall be filled by the Directors at a regular or special meeting of the Board of Directors.
  3. REMOVAL: Any member of the Executive Committee may be removed at any time with or without cause by the Board of Directors.
  4. MINUTES: The Executive Committee shall keep regular minutes of its proceedings and report the same to the Board when required.
  5. RESPONSIBILITY OF DIRECTORS: The designation of an Executive Committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility or liability imposed upon it or him by law. If action taken by the Executive Committee is not thereafter formally considered by the Board, a Director may dissent from such action by filing his written objection with the Secretary with reasonable promptness after learning of such action.
  6. CONFLICT OF INTEREST: If any matter should come before the Board of Directors, or any of its committees, in such a way as to give rise to a conflict of interest, any interested party shall make full disclosure of the potential conflict and, if requested, withdraw from the meeting for so long as the matter shall continue under discussion, except to answer any questions that might be asked regarding the situation. Should the matter be brought to vote, and the interested party shall not vote. If the matter involves an item of business for which a special meeting was called, the interested party shall not be counted to establish a quorum, or shall the interested party participate in the deliberation or vote on it. The Board of Directors may adopt additional policies regarding conflicts of interest not inconsistent with the provisions of this Article VI, Section 6.
  7. OTHER COMMITTEES: Other Committees not having and exercising the authority of the Board in the management of the Corporation may be designated by a resolution adopted by a majority of the Board present at a meeting at which a quorum is present. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interest of the Corporation shall be served by such removal.
  8. TERM OF OFFICE: Each member of a committee shall continue as such until resignation or removal with or without cause by the Board, or until such member shall cease to qualify as a member thereof.
  9. CHAIRMAN: One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members thereof.
  10. VACANCIES: Vacancies in the membership of any committee may be filled by appointment made in the same manner as provided in the case of the original appointments.
  11. QUORUM: Unless otherwise provided in the resolution of the Board designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
  12. RULES: Each committee may adopt rules for its own governance not inconsistent with these By-Laws or with rules adopted by the Board, and provided such rules are approved by the Board.

Article VII
Officers

  1. NUMBER: The officers of the Corporation shall consist of nor more than two (2) Executive Directors, a Secretary, a Treasurer, Assistant Secretaries, Assistant Treasurers, and other officers as the Board of Directors may from time to time elect. Any two or more offices may be held by the same person. In no event however, may an officer act in more than one capacity where action of two or more officers is required.
  2. ELECTION AND TERM: The officers of the Corporation shall be elected by the Board of Directors. Such election may e held at any regular or special meeting of the Board. Each officer shall hold office until his death, resignation, retirement, removal, disqualification, or his successor is elected and qualifies.
  3. REMOVAL: Any officer or agent elected or appointed by the Board of Directors may be removed by the Board with or without cause; but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
  4. EXECUTIVE DIRECTOR: Each Executive Director who shall serve without compensation in such capacity, shall be a principal Executive Officer of the Corporation, and, subject to the control of the Board of Directors, shall supervise and control the management of the Corporation in accordance with these By-Laws. One Executive Director, in the event there is more than one, shall, when present, preside at all meetings except in the event of a meeting of the Board of Directors when there is a duly elected Chairman of the Board present at the meeting. Any one Executive Director shall sign, with any other proper officer, any deeds, mortgages, bonds, contracts, or other instruments which may be lawfully executed on behalf of the Corporation, except where required or permitted by law to be other wise signed and executed and except where the signing and execution thereof shall be delegated by the Board of Directors to some other officer or agent; and, in general, each Executive Director shall perform all duties incident to the office of Executive Director and such other duties as may be prescribed by the Board of Directors from time to time.
  5. SECRETARY: The Secretary, who shall serve without compensation, shall keep accurate records of the acts and proceedings of all meetings of Directors. He shall give all notices required by law and by these By-Laws. He shall have general charge of the corporate books and records and of the corporate seal, and he shall affix the corporate seal to any lawfully executed instrument requiring it. He shall sign such instruments as may require his signature, and, in general, shall perform all duties incident to the office of Secretary and such other duties as may be assigned him from time to time by the President or by the Board of Directors.
  6. TREASURER: The Treasurer, who shall serve without compensation in such capacity, shall have custody of all funds and securities belonging to the Corporation and shall receive, deposit or disburse the same under the direction of the Board of Directors. He shall keep full and accurate accounts of the finances of the Corporation in books especially provided for the purpose and he shall cause a true statement of its assets and liabilities as of the close of each fiscal year and of the results of its operation and of changes in fund balance for such fiscal year, all in reasonable detail, to be made and filed at the registered or principal office of the Corporation within three months after the end of such fiscal year. The Treasurer shall, in general, perform all duties incident to his office and such other duties as may e assigned to him from time tot time by an Executive Director or by the Board of Directors.
  7. ASSISTANT SECRETARIES AND TREASURERS: The Assistant Secretaries and Assistant Treasurers, who shall serve without compensation, in such capacity, shall, in the absence or disability of the Secretary or the Treasurer, respectively, perform the duties and exercise the powers of those offices, and they shall, in general, perform such other duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by an Executive Director or by the Board of Directors.
  8. BOND: The Board of Directors may, by resolution, require any or all officers, agents and employees of the Corporation to give bond to the Corporation with sufficient sureties, conditioned on the faithful performance of the duties of their respective offices or position, and to comply with such other conditions as may from time to time be required by the Board of Directors.

Article VII
Indemnification

  1. EXPENSES AND LIABILITIES: Except as provided below, to the extent and upon the terms and conditions provided by the North Carolina Business Corporation Act as it exists or may hereafter be amended, the Corporation shall indemnify any and all of its officers and Directors against liability and litigation expense, including reasonable attorneys' fees, arising out of their status as such. Said officers and Directors shall be entitled to recover from the Corporation, and the Corporation shall pay, all reasonable costs, expenses, and attorneys' fees in connection with the enforcement of rights to indemnification provided herein. Such right shall inure to the benefit of the legal representatives of any such person and shall not be exclusive of any other right to which such person may be entitled apart from the provisions of this By-Law. Such indemnification rights shall not apply for liability or litigation expense which any officer or Director may incur (i) on account of his activities which were (at the time taken) know or believe by hin to be clearly in conflict with the best interest of the Corporation or (ii) in connection with any claim that the Corporation may make against such officer or Director unless he ultimately shall prevail against the Corporation in respect to such claim. The Corporation also shall have the power, in its sole discretion, to indemnify any present or former Director, officer, employee or agent or any person (who has served or is serving (i) in such capacity at the request of the Corporation in any other corporation, partnership joint venture, company, trust or other enterprise or (ii) as a trustee or administrator under an employee benefit plan), with respect to any liability or litigation expenses, including reasonable attorneys' fees (incurred in such capacity by an6y such person) to the extent and upon the terms and conditions provided by the National Carolina Business Corporation Act as it exists or may hereafter be amended.
  2. ADVANCE PAYMENT OF EXPENSES: Expenses incurred by a Director, officer, employee or agent in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case or as authorized or required under any charter or By-Law provision or by any applicable resolution or contract upon receipt of any undertaking by or on behalf of the Director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation against such expenses. Notwithstanding the provisions of the preceding paragraph, the Corporation shall, upon receipt of an undertaking by or on behalf of the Director or officer involved to repay the expenses described in the second paragraph of the preceding Section I of ARTICLE II unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation against such expenses, pay expenses incurred by such Director or officer in defending a civil or cr4iminal action, suit or proceeding in advance of the final disposition of such action, suit or proceeding.
  3. INSURANCE: The Corporation shall have the power purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as Director, officer, employee, trustee or agent of another nonprofit corporation or trust against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability.

Article IX
Contracts, Loans and Deposits

  1. CONTRACTS: The Board may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument on behalf of the Corporation, and such authority may be general or confined to specific instances.
  2. LOANS: No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances. In no event shall loans be made by the Corporation to its Board members or officers.
  3. CHECKS AND DRAFTS: All checks, drafts or other orders for the payment of money issued in the name of the Corporation shall be signed by such officer or officers, agent or agents, of the Corporation and in such manner as shall from time to time be determined by resolution of the Board.
  4. DEPOSITS: All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such depository or depositories as the Board shall direct.
  5. GIFTS: The Board may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation.

Article X
Forbidden Activities

The Corporation is organized as a nonprofit Corporation exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (the "Code"). No part of the net earnings of the Corporation shall inure to the benefit of or be distributable to its officers, Directors, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its charitable purposes. 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 distribution of statement) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this Article X, the Corporation shall not carry on any other activities not permitted to carried on (a) by a corporation exempt from Federal Income Tax under Section 501(c)(3) of the Code, or the corresponding provision of any future United States Internal Revenue Law or (b) by a corporation the contributions to which are deductible under Section 170(c)(2) of the Code.

Article XI
CONFLICT OF INTEREST

  1. POLICY: Full Disclosure, by notice in writing, shall be made by the interested parties to the full Board of Directors in all conflicts of interest, including but not limited to the following:
    1. A Director related to another Director;
    2. A Director is related to a staff member;
    3. A staff member in a supervisor capacity is related to another staff member whom he/she supervises;
    4. A Director or staff member receives payment from the Corporation 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 By-Laws and Board policy.
    5. A Director or staff member is a member of the governing body of a contributor to the School or nonprofit running the School;
    6. A Director or staff member may not have personal, financial, professional, or political gain at the expense of the Corporation.
  2. DETERMINATION OF CONFLICT: Following full disclosure of a possible conflict of interest or any condition listed above, the Board of Directors 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 a majority vote without counting the vote of any interested Director, even if the disinterested Directors are less than a quorum, provided that at least one consenting Director is disinterested.
  3. PARTICIPATION: An interested Director or staff member shall not participate in any discussion or debate of the Board of Directors or on any committee thereof, in which the subject of discussion is a contract, transaction, or situation in which there may be a conflict of interest. No Director, 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 Director or the staff member;
    2. Any member of his/her family;
    3. His/her partner;
    4. An organization in which any of the above is an office, Director, or employee;
    5. A person or organization with whom any of the above is negotiating or has any arrangement concerning prospective employment.
  4. DISCLOSURE: Existence of any of the above-listed conditions shall render a contract or a transaction voidable unless full disclosure of personal interest is made in writing to the Board of Directors and such transaction was approved by the Board in full knowledge of such interest.
  5. SANCTIONS: The disinterested Directors are authorized to impose by majority vote other reasonable sanctions as necessary to recover associated costs against a Director, officer, or staff member for failure to disclose a conflict of interest as described in Section 1 or for any appearance of a conflict.
  6. APPEALS: Appeal from sanction shall be prescribed by law in those courts of the state of North Carolina with jurisdiction over both the parties and the subject matter of the appeal.
  7. NOTIFICATION OF POLICY: A copy of this policy shall be given to all Directors, officers, and staff members upon commencement of their relationship with the Corporation.

Article XII
Racially Nondiscriminatory Policy

The Community School for Children admits students of any race, color, national or ethnic origin to all the rights, privileges, programs, and activities generally accorded or made available to students at the school. It does not discriminate on the basis of race, color, national or ethnic origin in administration of its educational policies, admissions policies, scholarship and loan programs, and athletic or other school-administered programs.

The Community School will include a statement of its racially nondiscriminatory policy towards students in its application form, brochures or written advertising. Said statement will be similar in form to the following:
"The Community School for Children admits students of any race, color, national or ethnic origin."

Article XIII
GENERAL PROVISIONS

  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 "SEAL"; and such seal, as impress on the margin hereof, is hereby adopted as the corporate seal of the Corporation.
  2. WAIVER OF NOTICE: Whenever any notice is required to be given to any Board member under the provisions of North Carolina Nonprofit Corporation Act or under the provisions of the charter or By-Laws of this Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.
  3. AMENDMENTS: Except as otherwise provided herein, these By-Laws may be amended or repealed and new By-Laws may be adopted by the affirmative vote of a amajority of the Board members then holding office at any regular of special meeting of the Board. The Board of Directors shall have no power to adopt a By-Law providing for the management of the Corporation otherwise than by the Board or its Executive Committee.
  4. BOOKS AND RECORDS: The Corporation shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of its Board members and committees having any of the authority of the Board.
  5. FISCAL YEAR: The fiscal year of the Corporation shall begin on the 1st day of July and end on the 30th day of June in each year.
  6. GENDER; Wherever the context shall so require, all words herein in any gender shall be deemed to include the masculine, feminine, or neuter gender, all singular words shall include the plural, and all plural words shall include the singular.