By-Laws of the
Baldwin Charter System Foundation of Excellence, Inc.
I. Main Office
The main office for the transaction of business of the corporation is fixed and located at the Board of Education, Baldwin County School District, 110 N. ABC Street, Milledgeville, Georgia 31061.
II. Board of Trustees
Section 1. Number of Trustees
The Board shall consist of no less than 5 and no more than 15 members. One of the members shall be a current member of the Baldwin County Board of Education and shall be appointed by the Board of Education to serve on the Board of Trustees.
Section 2. Members
A. Regular Members
The Foundation shall have no statutory members. Any action which would otherwise require a vote of members shall require only a vote of the Trustees. All rights which would otherwise vest in the members shall vest in the Trustees. Any further references to “members” in these by-laws shall refer to the Trustees.
B. Ex-‐-Officio Members
1. Superintendent of Schools
The Superintendent of the Baldwin County School District, or his/her designee, shall serve in an ex-‐-officio, non-‐-voting capacity.
2. Past President
If not still serving as a regular member of the Board of Trustees, the Immediate Past President shall serve as an advisor to the Board of Trustees for one additional year. He/she shall serve as chair of the nominating committee. Unless serving as a regular, elected member of the Board, he/she shall not be entitled to vote.
Section 3. Quorum and Voting
At any special or general meeting of the Foundation, those members in attendance personally shall constitute a quorum if due notice has been given to all members in advance of such a meeting. All decisions shall be by majority vote of the Trustees in attendance unless otherwise specified in these bylaws.
Section 4. Qualifications
Persons who hold membership on the Board of Trustees and who are not members of the Board of Education must meet at least one of the following criteria:
1) Currently must have one or more children in the Baldwin County public schools, or
2) Must have had one or more children in the Baldwin County public schools, or
3) Must have been educated in Baldwin County public schools, or
4) Must be former or retired educator of the Baldwin County School District, or
5) Be one of no more than three at-‐-large Trustees who shall not be required to meet criteria 1-4.
Current employees of the Baldwin County School District shall not be
eligible to serve as Trustees, with the exception of the Superintendent or his/her designee, who shall serve in an ex—-officio, non---voting capacity.
Section 5. Election and Term of Office
The Trustee chosen from the Baldwin County Board of Education shall be elected by the Baldwin County Board of Education. The Board of Trustees shall elect all remaining Trustees from the public at large. Nominations will be made in October by a committee appointed by the presidentPresident and chaired by the Immediate Past President, and election to the Board shall be held in November.
The term of office for a Trustee shall begin on January 1 following the November election and shall end on December 31 of the third year in office.
Members of the Board of Trustees may not serve more than two consecutive terms. However, a except as provided herein. A Trustee may serve an additional year beyond his/her second three-‐-year term if one of the following circumstances occurs during his/her third year:
1) He/she is elected as President
2) He/she serves as Vice-‐President/President-‐Elect.
Members of the initial Board of Trustees may be elected for one, two, or three year terms so as to stagger the terms in such a manner that the Board replaces approximately one-third of its members per year. For initial Trustees assigned to one- or two-year terms, their initial term shall not count toward the limit of two non-consecutive terms.
Section 6. Vacancies
Vacancies on the Board may be filled by a majority vote of remaining Trustees. in attendance. A successor Trustee so elected shall serve for the unexpired term of his/her predecessor and may thereafter be eligible to serve a full term.
Section 7. Regular Meetings
The Board of Trustees shall hold meetings at least quarterly. Additional meetings may be held as necessary.
Section 8. Special Meetings
Special meetings of the Board of Trustees for any purpose or purposes may be called at any time by the President or by two-thirds of the Trustees. Written notice of the time, place and purpose of the special meeting shall be delivered to each Trustee at least five days before the time of the meeting. Notice sent by email to an email address that a Trustee has provided to the Secretary or has used previously for Board communications shall be sufficient notice.
Section 9. Action Without a Meeting
Action by the Board of Trustees, except for revision or rescinding of these by‐laws, which must take place at a meeting of the Trustees, may be taken without a meeting if all members of the Board are informed and a majority of the Trustees consent in writing to take this action. Such written consent shall be subject to ratification by a majority of the Board of Trustees in attendance at the first regular or special meeting after the action has been taken. Notice sent by email to an email address that a Trustee has provided to the Secretary or has previously used for Board communications shall be sufficient notice, and consent sent by email shall be sufficient consent.
Section 10. Liabilities of Trustees
No person who is now, or may later become, a member of the Board of
Trustees of this corporation shall be personally liable to its creditors for any indebtedness or liability; any and all creditors of this corporation shall look only to the assets of the corporation for payment.
Section 11. Removal of Trustees
A Trustee may be removed from office, for cause, by the vote of a two‐‐thirds of the Trustees in attendance.
Section 12. Compensation
The Trustees shall receive no compensation for their services as Trustees.
Section 13. Fiscal Year
The fiscal year of the corporation shall be January 1 to December 31.
Section 14. Attendance at Meetings
A Trustee shall attend 75% of all meetings, regular or special, in a calendar year. Failure to attend 75% of meetings in a calendar year, or absence from more than two meetings in the first six months of the calendar year (January through June) or absence from more than two meetings in the second six months (July through December) and may result in the Board of Trustees requesting the resignation of the Trustee. The Board may consider extenuating circumstances before requesting the resignation of a member. A Trustee’s refusal to resign after a documented failure to adhere to this Section 14 shall be sufficient cause for removal under Section 11.
Section 15. Committees
The Board of Trustees may appoint Board members or non-members to serve on committees to conduct investigations and make reports and recommendations on topics as the Board sees fit. The Board may adopt policies for the creation of Committees and the nomination and appointment of Committee members. The recommendations of Committees shall not be binding on the Board.
Section 1. Roster of Officers
The officers of this corporation shall consist of a President/Chair, Vice
President/President-‐Elect, Secretary, and Treasurer.
Section 2. Election
A majority of the Board of Trustees shall elect all officers from its own
membership for terms of one year. The election shall be held at the November meeting. Officers may be elected to multiple terms, and the Secretary and Treasurer may be re-elected to consecutive terms.
Section 3. Vacancies
A vacancy of any office shall be filled by a vote of a majority of the Board of Trustees present at a regular or special meeting.
Section 4. President/Chair
Subject to the control of the Board of Trustees, the President shall have general supervision, direction and control of the business and affairs of the corporation. He/she shall serve as the Chair of the Board, preside at all meetings of the Board and shall have such other powers and duties as prescribed by the Board of Trustees.
Section 5. Vice-‐-President
In the absence or disability of the President/Chair, the Vice President shall perform all the duties of the President/Chair, and, in so acting, shall have such other powers and perform such other duties as may be prescribed by the Board of Trustees. The Vice President also will bear the title of President‐Elect, and, after serving his/her term as Vice President, he/she will become President/Chair of the Foundation.
Section 6. Secretary
The Secretary shall keep a full and complete record of the proceedings of the Board of Trustees. The Secretary shall keep the seal of the corporation and affix it to such papers and instruments as may be required in the regular course of business, shall make service of such notices as shall be necessary or proper, shall supervise the keeping of records of the corporation and discharge such other duties of the office as prescribed by the Board of Trustees.
Section 7. Treasurer
The Treasurer shall provide oversight of the finances of the Foundation, reviewing the monthly and annual financial reports. The Treasurer shall have such other powers and perform such other duties as may be prescribed by the Board of Trustees.
IV. Purchase of Services and Disbursements of Funds
The Board of Trustees shall be empowered to purchase services and disburse funds as may be required to conduct the affairs of the Foundation. The Board of Trustees may employ the services of a Certified Public Accountant to perform compilations, reviews, or audits and to prepare tax returns. The Board of Trustees may employ the services of an attorney for legal advice as the need arises. The Board of Trustees shall disburse funds for scholarships, awards, grants, etc., in an open manner, which allows all schools and/or school personnel meeting specified criteria to compete and/or apply. All funds received shall be designated to benefit all the district’s schools or levels of schools.
V. Amendments of the By-‐-Laws
These By-‐-Laws may be amended or repealed and new By-‐-Laws adopted by the vote of a two-‐-thirds majority of the members of the Board. in attendance. Amendment of the By-‐-Laws shall take place only at a meeting of the Board.
If for any reason the Foundation is caused to be dissolved, the assets shall be distributed to the Baldwin County Board of Education, to be used for the benefit of the Baldwin County School District.
VII. Conflict of Interest
Section 1. Definition
“Conflict of interest” with respect to the Foundation means a transaction effected by or proposed to be effected by the Foundation in which a Trustee has a conflicting interest. A Trustee is considered to have a conflict of interest if:
The Trustee is a party to the transaction or has an existing or a potential beneficial financial interest or other interests in the matter before the Board which might reasonably be expected to impair or influence the Trustee's ability to render an independent, unbiased judgment if the Trustee were called upon to vote on the transaction in the discharge of his or her responsibilities to the Foundation; or
The Trustee has a relationship with an entity other than the Foundation involved in the transaction, such relationship to include, but not be limited to any entity or organization of which the Trustee is an officer, director, agent, employee, member, general partner, principal, Trustee, or controlling stockholder; or
The Trustee is aware that a related person is either a party to the transaction, or to an entity other than the Foundation involved in the transaction. A related person of a Trustee means:
(a) The spouse (or a parent or sibling thereof) of the Trustee or a child, grandchild, sibling, parent (or any spouse thereof), or an individual having the same home as the Trustee, or a trust or estate of which an individual specified in this subparagraph is a substantial beneficiary; or
(b) A trust, estate, incompetent, conservatee, or minor of which the Trustee is a fiduciary.
A Trustee who is uncertain of a conflict of interest may request the Board to resolve the question by a majority vote.
Section 2. Required Disclosure
“Required Disclosure” means disclosure by the Trustee who has a conflicting interest of:
1) The existence and nature of their conflict of interest; and
2) All facts known to the Trustee respecting the subject matter of the transaction that an ordinarily prudent person would reasonably believe to be material to a judgment as to whether or not to proceed with the transaction.
If the Trustee has a duty under law or professional canon, or a duty of confidentiality to another person, respecting information relating to the transaction such that the Trustee cannot, consistent with that duty, make the full disclosure required above, then disclosure will be considered sufficient if the Trustee discloses to the Board the existence and general nature of the conflicting interest, and informs the Board of the character of and limitations imposed by that duty.
Section 3. Trustees’ Action
No Trustee may vote or participate in deliberations on any matter in which the Trustee has a conflict of interest. Further, the minutes will reflect that the required disclosure as defined in Article VII Section B, above, was made and that the Trustee having a conflict of interest abstained from participating in the deliberation of the matter and from voting on it. The actions of the Board with respect to a transaction in which a Trustee has a conflict of interest is regarded as being in effect if the transaction received the affirmative vote of a majority (but not less than two) of those qualified voting Trustees on the Board after the Required Disclosure was made.
A majority (but not less than two) of all the qualified Trustees on the Board constitutes a quorum for purposes of actions under this section. Trustees’ action that otherwise complies with this section is not affected by the presence or vote of a Trustee who is not a qualified Trustee.
A “qualified Trustee” means that with respect to a conflict of interest transaction, any Trustee who does not have either (1) a conflicting interest respecting the transaction, or (2) a familial, financial, professional, or employment relationship with a second Trustee who does have a conflicting interest respecting the transaction, which relationship would, in the circumstances, reasonably be expected to exert an influence on the first Trustee’s judgment when voting on the transaction.
ADOPTED BY RESOLUTION of the Board of Trustees on the ______ day of _____________________, 20172018.