I. MEMBERSHIP
Board members will be comprised of the following participant groups:
¨ Principal/Supervising Teacher as selected by the CNCPCS instructional staff
¨ Instructional Staff Selected by the CNCPCS instructional staff
¨ Support staff as selected by the CNCPCS support staff
¨ Parent(s) of students attending CNCPCS as selected by parents
¨ Non-Voting Student Body representative(s) as selected by the CNCPCS student body
¨ The community at large as desired /selected by the other five participant groups.
The rights vested in the Local School Board of the Connections New Century Public Charter School require approval of a majority of all Trustees (hereinafter "Board").
II. BOARD OF TRUSTEES
A. Powers
The Board shall conduct or direct the affairs of the CNCPCS and exercise its powers, subject to the limitations of the State of Hawai`i and the mandates of ACT 62. The Board shall delegate the day to day management of the activities of the CNCPCS, so long as the affairs of the CNCPCS are managed, and its powers are exercised, under the Board's ultimate jurisdiction. Without limiting the generality of the powers here granted to the Board, but subject to the same limitations, the Board shall have all the powers enumerated in these Bylaws, and the following specific powers:
¨ to elect and remove Trustees.
¨ to select and remove officers, agents and employees of the CNCPCS;
¨ to prescribe powers and duties for them; and to fix their compensation
in accordance with collective bargaining agreements;
¨ to conduct, manage and control the affairs and activities of the CNCPCS, and to make rules and regulations;
¨ to enter into contracts, leases and other agreements which are, in the Board's judgment, necessary or desirable in obtaining the purposes of promoting the interests of the CNCPCS;
¨ to act as trustee under any trust incidental to CNCPCS purposes, and to receive, hold, administer, exchange and expend funds and property subject to such a trust.
¨ to acquire real or personal property, by purchase, exchange, lease, gift, devise, bequest, or otherwise, and to hold, improve, lease sublease, mortgage, transfer in trust, encumber, convey or otherwise dispose of such property.
¨ to borrow money, incur debt, and to execute and deliver promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations and other evidences of debt and securities.
¨ to indemnify and maintain insurance on behalf of any of its Trustees, officers, employees or agents for liability asserted against or incurred by such person in such capacity or arising out of such person's status as such, subject to the provisions and the limitations noted in these Bylaws.
B. Number of Trustees
The number of Trustees of the CNCPCS shall be not less than 9 not more than 13. The Board shall fix the exact number of Trustees, within these limits, by Board resolution or amendment of the Bylaws. As of the date on which these Bylaws are adopted, the exact number of Trustees is fixed.
C. Election of Trustees
VI. OFFICERS
A. Officers
The officers of the CNCPCS consist of:
¨ a President (hereinafter "Chair"),
¨ a Vice President (hereinafter "Vice Chair"),
¨ a Secretary and
¨ a Chief Financial Officer (hereinafter "Treasurer").
The CNCPCS also may have such other officers, as the Board deems advisable.
B. Responsibilities
¨ Chair. Subject to Board control, the Chair has general supervision, direction and control of the affairs of the CNCPCS, and such other powers and duties as the Board may prescribe. If present, the Chair shall preside at Board meetings.
¨ Vice Chair. If the Chair is absent or disabled, the Vice Chair shall perform all the Chair's duties and, when so acting, shall have all the Chair's powers and be subject to the same restrictions. The Vice Chair shall have other such powers and perform such other duties as the Board may prescribe.
¨ Secretary. The Secretary shall:
¨ keep or cause to be kept, at the CNCPCS principal office, or such other place as the Board may direct, a book of minutes of all meetings of the Board and Board Committees. The time and place of the meeting will be noted, whether it was regular or special (and if special, how authorized), the notice given, the names of those present, and the proceedings;
¨ keep or cause to be kept a copy of the CNCPCS Bylaws, with
amendments;
¨ give or cause to be given notice of the Board and Committee meetings as required by the Bylaws; and
¨ have such other powers and perform such other duties as the Board may prescribe.
¨ Treasurer. The Treasurer shall:
¨ keep or cause to be kept adequate and correct accounts of the CNCPCS properties, receipts and disbursements;
¨ make the books of account available at all times for inspection by any Trustee;
¨ deposit or cause to be deposited the CNCPCS monies and other valuables in the CNCPCS name and to its credit, with the depositories the Board designates;
¨ disburse or cause to be disbursed the CNCPCS funds as the Board directs;
¨ render to the Chair and the Board, as requested but no less frequently
¨ than once every fiscal year, an account of the CNCPCS financial
¨ transactions and financial condition;
¨ prepare any reports on financial issues required by an agreement on loans;
and have such other powers and perform such other duties as the Board
may prescribe.
¨ The Supervising Teacher of the CNCPCS shall automatically be a member of the board of Trustees and the remaining members shall be elected in accordance with the mandates of the new Century Charter School Statue of 1999 unless otherwise changed by subsequent legislation.
¨ Eligibility. Participant groups elect any person who in their discretion they believe will serve the interests of the CNCPCS faithfully and effectively.
¨ Term of Office
¨ The term of office of all members of the initial Local Board shall be one year.
¨ At the end of the first year, the Board shall provide for staggered terms of its Trustees, with the exception of the Supervising Teacher, by designating approximately one-third of the Trustees to one-, two- and three-year terms
¨ Following the expiration of those designated terms, the term of each Trustee shall continue for three years, except the term of any Trustee who is the community member at large, or CNCPCS Student Representative shall be one year.
¨ The term of office of a trustee elected to fill a vacancy begins on the date of the Trustee’s election, and continues:
¨ for the balance of the un-expired term in the case of a vacancy created because of the resignation, removal, or death of a trustee, or
¨ for the term specified by the Board in the case of a vacancy resulting from the increase of the number of Trustees authorized.
¨ a Trustee’s term of office shall not be shortened by any reduction in the number of Trustee resulting from amendment of the Articles of CNCPCS , the Bylaws or other Board actions.
¨ a Trustee’s term of office shall not be extended beyond that for which the Trustee was elected by amendment of the Articles in the CNCPCS Bylaws or other Board action.
Time of Elections.
The Board shall elect Trustees whose terms begin on July 1 of a given year at the Annual Meeting for that year, or at a Regular Meeting designated for that purpose, or at a Special Meeting called for that purpose.
D. Removal of Trustees
The Board may not remove a Trustee without cause. The Board may remove any Trustee who:
¨ has failed to attend two or more of the Board's Regular Meetings in any calendar year;
¨ has been declared of unsound mind by a final order of court;
¨ has been convicted of a felony;
¨ has been found by a final order or judgment of any court to have breached the felony laws of the State of Hawai`i or
¨ for such other good causes as the Board may determine.
E. Resignation by Trustee
A Trustee may resign by giving written notice to the Board Chair or Secretary. The resignation is effective on the giving of notice, or at any later date specified in the notice. A Trustee may not resign if the Trustee’s resignation would leave the CNCPCS without a duly elected Trustee in charge of its affairs, without first giving written notice to the board chair.
F. Vacancies
A vacancy is deemed to occur on the effective date of the resignation of a Trustee, upon the removal of a Trustee, upon declaration of vacancy pursuant to these Bylaws, or upon a Trustee’s death. A vacancy is also deemed to exist upon the increase by the Board of the authorized number of Trustees.
G. Compensation of Trustees
Trustees shall serve without compensation. However, the Board may approve reimbursement of a Trustee’s actual and necessary expenses while conducting CNCPCS business.
III. PRINCIPAL OFFICE
The CNCPCS principal office shall be on the premises of the facility, or at such other place as the Board may select by resolution or amendment of the Bylaws.
The Secretary shall note any change in principal office on the copy of the Bylaws maintained by the Secretary.
IV. MEETINGS OF THE BOARD
A. Place of Meetings
Board Meetings shall be held at the CNCPCS principal office or at any other reasonably convenient place as the Board may designate.
B. Annual Meetings
An Annual Meeting shall be held in May of each year for the purpose of electing Trustees, making and receiving reports on corporate affairs, and transacting other business as comes before the meeting.
C. Regular Meetings
Regular Meetings shall be held at various times within the year as the Board determines.
D. Special Meetings
A Special Meeting shall be held at any time called by the Chair or by any five Trustees.
E. Adjournment
A majority of the Trustees present at a meeting, whether or not a quorum, may adjourn the meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given to absent Trustees if the time and place is fixed at the meeting adjourned. If the meeting is adjourned for longer than 24 hours, notice of the adjournment shall be given as specified in these Bylaws.
F. Notices
Notices of Board Meetings shall be given as follows:
¨ Annual Meetings and Regular Meetings may be held if the Bylaws or the Board fix the time and place of such meetings.
¨ Special Meetings shall be held upon four days' notice by first-class mail or 48 hours' notice delivered personally or by telephone, facsimile or e-mail.
¨ Notices will be deemed given when deposited in the United States mail, using the address shown for the recipient in the CNCPCS records. Notices shall be sent first-class; prepaid postage or personally delivered in writing to the recipient; or when faxed, e-mailed, or communicated orally, in person or by telephone, to the Trustee or to a person whom it is reasonably believed will communicate it promptly to the Trustee.
B. Waiver of Notice
Notice of a meeting need not be given to a trustee who signs a waiver of notice or written consent to holding the meeting or an approval of the minutes of the meeting, whether before or after the meeting, or attends the meeting without protest prior to the meeting or at its commencement, of the lack of notice. The Secretary shall incorporate all such waivers, consents and approvals into the minutes of the meeting.
V. ACTION BY THE BOARD
A. Quorum
A quorum consists of two-thirds of the fixed number of Trustees.
B. Action by the Board
The actions and decisions are made by a majority of the Trustees present at a meeting duly held at which a quorum is present Exceptions are for the purposes of electing Trustees, appointing committees and delegating authority, or amending the CNCPCS Bylaws.
The Board may continue to transact business at a meeting at which a quorum was originally present, even though Trustees withdraw, provided that any action taken is approved by at least a majority of the quorum required.
¨ Actions without a Meeting.
The Board may take any required or permitted action without a meeting if all the Trustees individually or collectively consent in writing to the taking of that action. Such consent shall have the same effect as a unanimous vote of the Board, and shall be filed with the minutes of the Board proceedings.
¨ Board Meeting by Conference Telephone.
Trustees may participate in a Board meeting through use of conference telephone or similar communication equipment, so long as all Trustees participating in such meeting can hear one another.
C. Committees
Appointment of Committees.
The Board may appoint one or more Board Committees by vote of the majority of Trustees. A Board Standing Committee will consist of not less than two Trustees.
Authority of Board Committees.
The Board may delegate to a Board committee any of the authority of the Board, except with respect to:
¨ The election of Trustees.
¨ Filling vacancies on the Board or any committee which has the authority
of the Board.
¨ The fixing of Trustee compensation for serving on the Board or on any
committee.
¨The amendment or repeal of any Board resolution.
¨The amendment or repeal of Bylaws or the adoption of new Bylaws.
¨ The appointment of other committees of the Board, or the members of the
committees.
¨ The expenditure of CNCPCS funds to support a nominee for Trustee.
Procedures of Committees.
The Board may prescribe the manner in which the proceedings of any Board Committee are to be conducted. In the absence of such prescription, a Board Committee may prescribe the manner of conducting its proceedings, except that the regular and special meetings of the Committee are governed by the provisions of these Bylaws with respect to the calling of meetings.
D. Duties
¨ Performance of Duties.
¨ Each Trustee shall perform all duties of a Trustee, including duties on any Board Committee, in good faith and in a manner the Trustee believes to be in the CNCPCS best interest.
¨ Reliance on others.
¨ In performing the duties of a Trustee, a Trustee shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, presented or prepared by
¨ One or more officers or employees of the CNCPCS whom the Trustee believes to be reliable and competent in the matters presented;
¨ Legal counsel, independent accountants or other persons as to matters
that the Trustee believes are within that person's professional or expert
competence.
E. Rights of Inspection
Every Trustee has the right to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the CNCPCS provided that such inspection is conducted at a reasonable time after reasonable notice, and provided that such right of inspection and copying is subject to the obligation to maintain the confidentiality of the reviewed information, in addition to any obligations imposed by any applicable federal, state or local law.
F. Participation in Discussions and Voting
1. Discussions
Every Trustee has the right to participate in the discussion and vote on all issues before the Board or any Board Committee, except as noted below:
The CNCPCS Faculty Representative shall not be present for the discussion and vote on any matter involving:
¨ the performance evaluation or discipline of any administrator or faculty member;
¨ administrator or faculty compensation;
The CNCPCS Student Representative shall not be present for the discussion and vote on any matter involving:
¨ the performance evaluation or discipline of any administrator, faculty member or student;
¨ administrator or faculty compensation;
¨ executive Session of the Board; or
¨ any other matter at the discretion of a majority of the Trustees then present.
Any Trustee shall be excused from the discussion and vote on any matter
involving:
¨ a self-dealing transaction;
¨ a conflict of interest,
¨ indemnification of that Trustee; or
¨ any other matter at the discretion of a majority of the Trustees then present.
2. Voting
Motions will be made and seconded and time allowed for discussion. The board shall attempt to reach a general consensus on all actions before every decision is made.
G. Duty to Maintain Board Confidences
Every Trustee has a duty to maintain the confidentiality of all Board actions, including discussions and votes. Any Trustee violating this confidence may be removed from the Board. Moreover, the CNCPCS Faculty or Student Representative may be disciplined, including immediate dismissal, if Board information is disclosed without the Chair's prior approval.
VI. NON-LIABILITY OF TRUSTEES
The Trustees shall not be personally liable for the CNCPCS debts, liabilities or other obligations.
VII. INDEMNIFICATION OF CNCPCS AGENTS
The CNCPCS shall indemnify any Trustee, officer, employee or other agent of the CNCPCS, who has been successful:
¨ on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of the fact that he/she is, or was, the CNCPCS agent, or
¨ in defense of any claim, issue of a matter therein. In such case, the CNCPCS will provide indemnity against expenses actually and reasonably incurred by the person in connection with such proceeding.
If the CNCPCS agent either settles any such claim or sustains a judgment against him/her, then indemnification against expenses, judgments, fines settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by this CNCPCS but only to the extent allowed by law.