AMENDED AND RESTATED

BY-LAWS

OF

FLAGSTAFF ARTS AND LEADERSHIP ACADEMY, INC.

Revised and Approved 3/23/09

 

 

 

ARTICLE I-NAME

 

The name of the corporation shall be FLAGSTAFF ARTS AND LEADERSHIP ACADEMY, INC. The corporation shall have the right to register, copyright, or trademark the name in the State of Arizona.

 

ARTICLE II-OFFICES

 

The principal office of the Corporation shall be located in the City of Flagstaff, Coconino County, Arizona. The Corporation may also maintain offices at such other places within or without the United States as the Corporate Board may, from time to time, determine.

 

ARTICLE III-NOT FOR PROFIT CORPORATION

 

The corporation is established as a not for profit corporation exclusively for charitable, religious, educational and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue code or the corresponding section of any future federal tax code and also including the ownership and operation of charter schools, either individually or by use of a subsidiary, within or outside of the State of Arizona. The Corporation shall not directly or indirectly perform any act or transact any business that will jeopardize its status as a public school in the State of Arizona or to jeopardize any tax-exempt status of the Corporation provided under the not for profit corporation laws of the State of Arizona and any Internal Revenue laws, including the tax-exempt status of a corporation under Section 501(c)(3) of the Internal Revenue Code and its regulations as any of those laws and regulations may exist or may hereafter be amended. No part of the assets or net earnings of the Corporation, current or accumulated, shall inure to the benefit of any private individual except for any and all contracts that may be entered into with any individuals as provided and afforded by these By-Laws and appropriate resolutions of the Corporate Board.

 

ARTICLE IV-EDUCATIONAL PURPOSES

 

The Corporation shall initially own and operate, in its own name or through subsidiaries, charter schools in the State of Arizona pursuant to A.R.S. § 15-181, et seq. The Corporation shall provide a learning environment that will present academic, social, and personal skills children need to become life-long learners and productive members of society, and provide additional academic choices for parents. In this connection, the Corporation may organize to hold ownership of charter contracts and education facilities related thereto limited liability companies organized under the laws of the State of Arizona in which limited liability companies the Corporation shall be the sole member and shall have complete control over the operation of each such limited liability company.

ARTICLE V-CORPORATE BOARD

 

Section 5.1 – Name, Numbers, Election and Term of Office:

 

1. The Corporate Board of the Corporation shall be known and described as the Corporate Board of the Corporation. Each director who serves on the Corporate Board shall be known and described as a Director.

2. The number of Directors of the Corporation shall be no less than five (5), provided that such number may be changed by an amendment to these By-laws, duly adopted by the Corporate Board, subject to any restriction of laws as to the minimum number of Directors. The Directors shall be composed of members who are selected by the Directors of the Corporate Board who are members of the academic and business community who shall facilitate the objectives of the Corporation.

 

3. The Directors shall hold office for a period of one (1) year, and until his or her successor is elected and qualified, or until his or her prior death, resignation or removal.

 

Section 5.2 – Qualifications:

 

1. Each member of the Corporate Board must be over the age of eighteen.

 

2. Each member must be able to pass a background check as requested by the Department of Education and any appropriate sponsoring board of the Corporation, which will include, as a minimum, a fingerprint check showing that there exists no criminal record which could adversely affect the Corporation or its operation as a public school.

 

3. Each member of the Corporate Board must establish that each such Director possesses significant experience and qualifications to further the Corporate Board’s commitment to the educational purposes of the Corporation as set forth herein including, without limitation, educational, managerial and fund-raising skills.

 

Section 5.3 – Duties and Powers:

 

The Corporate Board shall be responsible for the authorization, oversight and, when required, ratification of the acts of the Administration/School Directors and the performance of any and all other acts required to be performed by the Corporate Board by state or federal statute and the Charter Contract entered into by its sponsoring board pursuant to Arizona Charter School Law, A.R.S. § 15-181 et. seq.

 

Section 5.4 - Expressed Limitations on Power to Act:

 

The Corporate Board shall preserve the non profit status of the Corporation by the observance of prudent fiscal and monetary controls set forth herein. The Corporation, by and through the Corporate Board, shall not:

 

1. Lend any part of its income or corpus without the receipt of adequate security and a reasonable rate of interest;

 

2. Pay any compensation in excess of a reasonable allowance for salaries or other compensation for personal services that are actually rendered;

 

3. Make any part of its services available on a preferential basis;

 

4. Make any substantial purchase of any property for more than adequate consideration in money or for other consideration for a value that can be established in terms of money’s worth; and

 

5. Sell any substantial part of its property for less than an adequate consideration in money or for other consideration for a value that can be established in terms of money’s worth.

 

Section 5.5 – Manner of Acting – Corporate Board:

 

1. Except as otherwise provided in these By-laws, at all meetings of the Corporate Board, each member of the Board present in person, telephonically or via the internet shall have one vote.

 

2. Except as otherwise provided by statute, the Articles of Incorporation, or these By-laws, the action of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Corporate Board. Any act authorized, in writing, by all of the Directors entitled to vote thereon and filed with the minutes of the Corporation shall be the act of the Corporate Board with the same force and effect as if the same had been passed by a unanimous vote at a duly called meeting of the Corporate Board.

 

Section 5.6 – Director Deadlock –Corporate Board:

 

In the event of a deadlock, the Directors shall appoint a mutually agreed upon third party neutral party to aid the Directors in facilitating the decision making process. In the event deadlock persists, the Directors shall refer to the Arizona Alternative Dispute Resolution Association and request the appointment of a mediator who shall facilitate discussions and encourage pursuing solutions. If mediation fails and deadlock persists, the Directors shall agree upon a third party neutral arbitrator who shall have the authority to issue binding decisions on issues at deadlock.

 

Section 5.7 – Vacancies – Corporate Board:

 

Any vacancy in the Corporate Board occurring by reason of an increase in the number of Directors shall be filled by a majority vote of the votes cast at a regular or special meeting by the Directors, present in person, telephonically, or via the internet, that are entitled to vote in the election. Vacancies occurring by reason of the death, resignation, disqualification, removal or any inability to act of any Director or otherwise shall be filled by a majority vote of the votes cast at a regular or special meeting by the Directors, present in person, telephonically, or via the internet that are entitled to vote in the election as a means to fill the unexpired portion of the term of any such vacancy. In an election where the number of Directors qualified to vote is less than two (2) in number, the unexpired portion of any term shall be filled by a vote of a majority of the remaining Directors, though less than any specified quorum, at any regular or special meeting of the Corporate Board called for that purpose.

 

Section 5.8 – Resignation – Corporate Board:

 

Any Director may resign at any time by giving written notice to the Corporate Board, the Chairman of the Corporate Board or the Secretary of the Corporate Board. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt of such notice by the Corporate Board or such officer, and the acceptance of such resignation shall not be necessary to make it effective.

 

A Director shall be deemed to have resigned if that Director misses three consecutive properly-noticed meetings without advising at least one of the other Directors, either before the meeting or no later than 24 hours after the meeting, as to the reason for the Director’s absence, or if the Director moves out-of-state without formally resigning. A Director who is deemed to have resigned shall be replaced as provided in these By-laws.

 

Section 5.9 – Removal – Corporate Board:

 

Any Director may be removed with or without cause at any time by a two-thirds (2/3) vote of the votes cast of the Directors at a special meeting convened for that purpose. In the event any Director shall be removed in accordance with this Section 5.9, any and all debts owing to such Director resulting from loans made to the Corporation or expenses of the Corporation which shall have been paid by such Director shall become immediately due and payable by the Corporation. Notwithstanding the foregoing, the remaining Directors then serving on the Corporate Board may elect to provide an unsecured promissory note evidencing the amounts due and payable to such Director who shall have been removed in accordance with this Section 5.9.

 

Section 5.10 – Salary – Corporate Board:

 

No salary shall be paid to Directors of the Corporation, as such, for their services, but by resolution of the Corporate Board, a fixed reasonable sum for expenses of attendance, if any, may be allowed for attendance at such regular or special meeting of the Board; provided, however, nothing herein contained shall be construed or interpreted to prevent any person serving as a Director of the Corporation from also serving as an officer or employee of the Corporation and receiving a salary or other compensation for that position.

 

Section 5.11 – Contracts- Corporate Board:

 

1. No contract or other transaction between the Corporation and any other corporation shall be impaired, affected, and/or invalidated nor shall any Director be liable in any way by reason of the fact that any one or more of the Directors of the Corporation may be interested in any such other corporation or may serve as a director or officer of any such other corporation or corporations or other relevant material facts that are disclosed in writing to the Directors including, without limitation, the nature of such Director’s involvement with such other corporation or corporations including, without limitation, such Director’s ability to influence the action of such other corporation or corporations, and any tangible or intangible benefit or profit that may accrue to such Director as a result of any contract or transaction between the Corporation and any other corporation or corporations. In addition, the contract or transaction must be fair and reasonable to the Corporation when it is authorized, approved and ratified in accordance with the following paragraph.

 

2. Any Director, personally and individually, may be a party to or may be interested in any contract or transaction of this Corporation, and no Director shall be liable in any way by reason of such interest, provided that the fact of an interest be disclosed or made known to the Corporate Board in writing, provided that the Corporate Board shall authorize, approve or ratify such contract or transaction by the vote (not counting the vote of any such Director) of a majority of a quorum, and notwithstanding the presence of any such Director at the meeting at which such action is taken. Such director or Directors may be counted in determining the presence of a quorum at the meeting, but may not participate in the discussion nor vote on the contract or transaction at issue. This Section shall not be construed to impair or invalidate or any way affect any contract or other transaction which would otherwise be valid under the law (common, statutory or otherwise) applicable thereto.

 

Section 5.12 – Committees – Corporate Board:

 

The Corporate Board, by resolution adopted by a majority of the entire Board present at a duly-authorized meeting, may from time to time designate from among its members an executive committee, and may also designate from among its members and non-members such other committees as the Corporate Board may deem desirable, each consisting of three (3) or more Board members, with such powers and authority (to the extent permitted by law) as may be provided in such a resolution. Each such committee shall serve at the pleasure of the Board and, if required, shall comply with applicable Arizona Open Meeting Laws, A.R.S. § 38-431, et. seq.

 

ARTICLE VI – MEETINGS OF THE CORPORATE BOARD

 

Section 6.1 – Annual Meetings:

 

The annual meeting of the Corporate Board of the Corporation shall be held at a time designated by the Directors, for the purpose of electing the Directors, voting on a budget and transacting such other business as may properly come before the meeting.

 

Section 6.2 – Special Meetings:

 

Special meetings of the Directors may be called at any time by the Corporate Board, by the Chairman of the Board, or the Secretary at the written request of two (2) members of the Corporate Board, or as otherwise required under the provisions of appropriate laws.

 

Section 6.3 – Place of Meetings:

 

All meetings of the Corporate Board shall be held at the principal office of the Corporation, or at such other places as shall be designated in the notice or waiver of notice of such a meeting or meetings.

 

Section 6.4 – Notice of Meetings:

 

Notice of all meetings, including annual, monthly and special meetings shall specifically set forth an agenda for such meeting.

 

1. Except as otherwise provided by statute, written notice of each meeting of the Corporate Board, whether annual or special, shall state the time and location of such meeting, shall be served either personally, by mail, by e-mail or facsimile the receipt of which shall occur not less than twenty four (24) hours prior to such meeting. Notice of a special meeting shall also state the purpose or purposes for which such meeting is called and shall indicate that it is being issued by or at the direction of the Director or officers calling such meeting. If mailed, e-mailed or faxed, such notice shall be directed to each Director at his address as it appears on the records of the Corporate Board of the Corporation, unless the Director shall have previously filed with the Secretary of the Corporation a written request that any notices sent by the Corporate Board that are intended for any such Director also be mailed to some other address in which case any such notice shall be mailed to the address designated in such request.

 

2. Notices sent by mail shall be deemed to have been received upon the date that is two days following the date that the letter is mailed. Notices sent that are sent by email or by facsimiles shall be deemed to be received on the date that the notice was e-mailed or the date that the facsimile issues.

 

3. Notice of any regular or special meeting shall not be required to be given to any Director who shall attend any such meeting without having registered protest prior thereto or at the commencement of such meeting that such Director shall not have received notice or if such Director submits a signed waiver of notice prior to or after the meeting. Notice of any adjourned meeting shall not be required.

 

4. Meetings may be conducted telephonically or via the internet, so long as all required parties are informed of the need for or existence of the non personal attendance and provision is made for the attendance of the public in accordance with Arizona’s Open Meeting Law.

 

Section 6.5 – Chairman of the Meetings:

 

At all meetings of the Corporate Board, there shall be a Chairman of each such meeting. The Corporate Board may elect one of the Directors to serve as Chairman of all meetings which shall be held during the term of one year. In the event the Corporate Board shall not elect one Director to serve as Chairman for a period of one year or in the event such elected Chairman shall not be present at a meeting, the remaining directors by a majority vote shall appoint from among those Directors present at any such meeting one Director who shall preside as a Chairman for such meeting or adjournments.

 

Section 6.6 – Quorum:

 

1. Except as otherwise provided herein or by statute, at all meetings of the Corporate Board, the presence at the commencement of such meetings of the Corporate Board in person or by proxy that attains a majority of the total number of the Directors entitled to vote shall be necessary and sufficient to constitute a quorum of the transaction of any business. The brief absence of any Director after the commencement of any meeting shall have no effect on the existence of a quorum after a quorum has been established at such a meeting but a permanent withdrawal or absence of any Director necessary for a quorum will destroy the quorum and require the meeting to be adjourned.

 

2. Despite the absence of a quorum at any annual meeting or special meeting of the Corporate Board, the Directors may adjourn the meeting by a majority of the votes cast by the Directors entitled to vote thereon. At any adjourned meeting at which a quorum is present, any business may be transacted at the meeting as originally called.

 

Section 6.7 –Voting:

 

1. Except as otherwise provided by statute, the Articles of Incorporation or these By-laws, any corporate action other than the election or removal of Directors or Officers and voting on amendments to the Articles of Incorporation or By-laws, taken by a vote of the Directors, shall be authorized by a majority of the votes cast at each meeting.

 

2. Each Director is entitled to one vote which may be cast in person, telephonically or via e-mail.

 

Section 6.8 – Conduct of Meeting:

 

A duly adopted agenda for each meeting shall be prepared by the Secretary or other designated Director or officer. The meeting shall be conducted in accordance with the agenda. The Chairman of the meeting shall have the right to limit discussion on any particular item and shall have the right to provide time limits for any party wishing to speak on any appropriate point. Meetings shall be conducted in accordance with respect and harmony at all times and to maintain a positive yet responsive environment.

 

ARTICLE VII – ADVISORY COUNCILS

AND

GOVERNING BOARD

 

1. The Corporate Board may create an Advisory Council in a number to be determined by the Corporate Board. The members of the Advisory Council shall consist of people from the education, business and marketing communities and who will consult and advise the Corporation on important matters dealing with the effect of the charter schools operated by the Corporation on the business and the community as a whole and possibly assist in any additional fund-raising efforts for the Corporation. All opinions and recommendations of the Advisory Council shall be advisory to the Corporate Board. The Corporate Board shall not be obligated to act upon any such recommendation. Any and all members of the Advisory Council shall have no rights to vote at the meetings of the Corporate Board independent of any such Advisory Council member also being a Director or the Corporate Board.

 

B. For each charter school owned directly or by use of a wholly owned subsidiary of the Corporation, the Corporate Board may create a School Board in a number to be determined by the Corporate Board. The members of the School Board shall consist of parents of students at the respective charter school, and persons from the education, business and marketing communities in which such charter school is located and who will consult and advise the Corporation on important educational, student, extra-curricular, teaching and administration matters and issues facing such respective charter school and possibly assist in any additional fund-raising efforts for the respective charter school. All opinions and recommendations of the School Board shall be advisory to the Corporate Board. The Corporate Board shall not be obligated to act upon any such recommendation. Any and all members of a School Board shall have no rights to vote at the meetings of the Corporate Board independent of any such School Board member also being a Director or the Corporate Board.

 

ARTICLE VIII – OFFICERS

 

Section 8.1 – Name, Numbers, Election and Term of Office:

 

1. The officers of the Corporation shall consist of the President of the corporation, Secretary, Treasurer and any such other officers as the Board of the Directors may, from time to time, determine. Officers of the Corporation need not be Directors of the Corporation. Any two or more offices may be held by the same person except that the President cannot also occupy the office of Vice President and the President cannot also occupy the office of Secretary.

 

2. All the officers of the Corporation shall be elected by the Corporate Board at the regular annual meeting of the Corporate Board or at any other meeting established for this purpose.

 

3. Each officer shall hold office until the annual meeting of the Corporate Board next succeeding his election and until his or her successor shall have been elected and qualified or until his or her death, resignation or removal.

 

Section 8.2 – Resignation:

 

Any officer may resign at any time by giving written notice of such resignation to the Corporate Board, the President or the Secretary or the Corporation. Unless it is otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board or Directors or by such officer of the Corporation and the acceptance of such resignation shall not be necessary to make it effective.

 

Section 8.3 – Removal:

 

Any officer may be removed with or without cause by a two-thirds (2/3) vote of the votes cast by the Corporate Board at a special meeting of the Corporate Board called for that specific purpose. A successor shall be elected by a majority vote of the Corporate Board at any time. A temporary successor may be appointed by the Corporate Board if they so desire.

 

Section 8.4 – Vacancies:

 

A vacancy in any office by reason of death, resignation, the inability to act or for any other cause whatsoever may at any time be filled for the unexpired portion of the term by a two-thirds (2/3) vote of the votes cast by the Corporate Board at a special meeting of the Corporate Board called for that purpose.

 

Section 8.5 – Duties of Officers:

 

The Officers of the Corporation shall, unless otherwise provided by the Corporate Board, each have such powers and duties as generally pertain to their respective offices as well as such additional powers and duties as may be set forth in these By-Laws or may, from time to time, be specifically conferred or imposed by the Corporate Board.

 

Section 8.6 – Sureties and Bonds:

 

If the Corporate Board shall so require, any officer, employee or agent of the Corporation shall execute to the Corporation a bond in such sum and with such surety or sureties as the Corporate Board may direct bonding the faithful performance of such officer, employee or agent’s duties to the Corporation including, without limitation, responsibility for negligence and for accounting for all property, funds or securities of the Corporation which may have come into such officer, employee or agent’s possession. The requirements of this paragraph shall be in compliance with applicable laws.

 

ARTICLE IX – CORPORATE SEAL

 

The seal of the Corporation, if any, shall be in such form as shall have been approved from time to time by the Corporate Board.

 

 

 

ARTICLE X – FISCAL YEAR

 

The fiscal year of the Corporation shall be fixed by the Corporate Board from time to time, subject to applicable law. The fiscal year shall end on June 30^th of each year.

 

ARTICLE XI – AMENDMENTS

 

Section 11.1 – Power of Corporate Board:

 

The Corporate Board shall have the power to amend the By-Laws, except as provided herein at any duly called meeting for the purpose. No amendment of the Corporate Board may adversely affect the purpose of the corporation, amend Article I dealing with the tax-exempt status of the Corporation under Section 501(c)(3) of the Internal Revenue Code, amend this Article XI, confer upon the Corporate Board benefits that would defeat or adversely affect the tax-exempt status of the Corporation under Section 501(c)(3) of the Internal Revenue Code, or amend Section 5.4 in any way to defeat or adversely affect the tax exempt status of the Corporation.

 

Section 11.2 – Limitations on the Corporate Board:

 

The Corporate Board shall have no power to change any provision of the By-laws regarding the election or removal of Directors or the filling of vacancies without the unanimous consent of all the Corporate Board.

 

Section 11.3 – Voting:

 

Except as otherwise provided in this Article, statute, the Articles of Incorporation and these By-laws, all other By-laws of the Corporation shall be subject to alternation or repeal, and new By-laws may be approved, by a two-thirds (2/3) vote of the votes cast at such a meeting to be held by the Directors, present in person or by proxy, that are so entitled to vote, provided that the notice or waiver of such notice of the meeting shall have summarized or set forth in full therein the proposed change. Entitlement to vote in any such meeting to adopt, alter, repeal or amend such By-laws shall be limited to Directors that have served at least six months prior to any such meeting.

 

ARTICLE XII – INDEMNITY

 

A. Any person made a party to any action, suit or proceeding by reason of the fact that he, his testator or intestate representative is or was a Director, officer, or employee of the Corporation, or of any corporation in which he served as such at the request of the Corporation, shall be indemnified by the Corporation against reasonable expenses, including such attorneys’ fees actually and necessarily incurred by him in connection with the defense of such action, suit or proceeding, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit, or proceeding or in connection with any appeal therein that such officer, Director or employee is liable for negligence or misconduct in the performance of his duties.

 

B. The foregoing right of indemnification shall not be deemed to be exclusive of any other rights to which any officer or Director or employee may be entitled apart from the provisions of this section.

 

C. The amount of indemnity to which any officer, Director, or employee may be entitled shall be fixed by the Corporate Board except that in any case where there is not such disinterested majority of the Corporate Board available, the amount shall be fixed by arbitration pursuant to the then existing rules of the American Arbitration Association.

 

ARTICLE XIII – TAX-EXEMPT CORPORATE STATUS

 

The Corporation shall not carry on propaganda or otherwise attempt to influence legislation nor shall any of its funds be used to support or oppose any political issue or candidate or do any other acts which could endanger its qualification as a non-profit corporation in the State of Arizona or its tax exempt status as a 501(c)(3) corporation under the Internal Revenue Code.

 

 

 

 

I, __________________, as Secretary of Flagstaff Arts and Leadership Academy, Inc., hereby certify that the foregoing constitute the by-laws of the Corporation as adopted and in full force and effect on this _____ day of ________________, 2008.

 

 

 

 

____________________, Secretary

 

 

 

 

AMENDED AND RESTATED

BY-LAWS

OF

FLAGSTAFF ARTS AND LEADERSHIP ACADEMY, INC.

Revised and Approved 3/23/09

 

 

 

ARTICLE I-NAME

 

The name of the corporation shall be FLAGSTAFF ARTS AND LEADERSHIP ACADEMY, INC. The corporation shall have the right to register, copyright, or trademark the name in the State of Arizona.

 

ARTICLE II-OFFICES

 

The principal office of the Corporation shall be located in the City of Flagstaff, Coconino County, Arizona. The Corporation may also maintain offices at such other places within or without the United States as the Corporate Board may, from time to time, determine.

 

ARTICLE III-NOT FOR PROFIT CORPORATION

 

The corporation is established as a not for profit corporation exclusively for charitable, religious, educational and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue code or the corresponding section of any future federal tax code and also including the ownership and operation of charter schools, either individually or by use of a subsidiary, within or outside of the State of Arizona. The Corporation shall not directly or indirectly perform any act or transact any business that will jeopardize its status as a public school in the State of Arizona or to jeopardize any tax-exempt status of the Corporation provided under the not for profit corporation laws of the State of Arizona and any Internal Revenue laws, including the tax-exempt status of a corporation under Section 501(c)(3) of the Internal Revenue Code and its regulations as any of those laws and regulations may exist or may hereafter be amended. No part of the assets or net earnings of the Corporation, current or accumulated, shall inure to the benefit of any private individual except for any and all contracts that may be entered into with any individuals as provided and afforded by these By-Laws and appropriate resolutions of the Corporate Board.

 

ARTICLE IV-EDUCATIONAL PURPOSES

 

The Corporation shall initially own and operate, in its own name or through subsidiaries, charter schools in the State of Arizona pursuant to A.R.S. § 15-181, et seq. The Corporation shall provide a learning environment that will present academic, social, and personal skills children need to become life-long learners and productive members of society, and provide additional academic choices for parents. In this connection, the Corporation may organize to hold ownership of charter contracts and education facilities related thereto limited liability companies organized under the laws of the State of Arizona in which limited liability companies the Corporation shall be the sole member and shall have complete control over the operation of each such limited liability company.

ARTICLE V-CORPORATE BOARD

 

Section 5.1 – Name, Numbers, Election and Term of Office:

 

1. The Corporate Board of the Corporation shall be known and described as the Corporate Board of the Corporation. Each director who serves on the Corporate Board shall be known and described as a Director.

2. The number of Directors of the Corporation shall be no less than five (5), provided that such number may be changed by an amendment to these By-laws, duly adopted by the Corporate Board, subject to any restriction of laws as to the minimum number of Directors. The Directors shall be composed of members who are selected by the Directors of the Corporate Board who are members of the academic and business community who shall facilitate the objectives of the Corporation.

 

3. The Directors shall hold office for a period of one (1) year, and until his or her successor is elected and qualified, or until his or her prior death, resignation or removal.

 

Section 5.2 – Qualifications:

 

1. Each member of the Corporate Board must be over the age of eighteen.

 

2. Each member must be able to pass a background check as requested by the Department of Education and any appropriate sponsoring board of the Corporation, which will include, as a minimum, a fingerprint check showing that there exists no criminal record which could adversely affect the Corporation or its operation as a public school.

 

3. Each member of the Corporate Board must establish that each such Director possesses significant experience and qualifications to further the Corporate Board’s commitment to the educational purposes of the Corporation as set forth herein including, without limitation, educational, managerial and fund-raising skills.

 

Section 5.3 – Duties and Powers:

 

The Corporate Board shall be responsible for the authorization, oversight and, when required, ratification of the acts of the Administration/School Directors and the performance of any and all other acts required to be performed by the Corporate Board by state or federal statute and the Charter Contract entered into by its sponsoring board pursuant to Arizona Charter School Law, A.R.S. § 15-181 et. seq.

 

Section 5.4 - Expressed Limitations on Power to Act:

 

The Corporate Board shall preserve the non profit status of the Corporation by the observance of prudent fiscal and monetary controls set forth herein. The Corporation, by and through the Corporate Board, shall not:

 

1. Lend any part of its income or corpus without the receipt of adequate security and a reasonable rate of interest;

 

2. Pay any compensation in excess of a reasonable allowance for salaries or other compensation for personal services that are actually rendered;

 

3. Make any part of its services available on a preferential basis;

 

4. Make any substantial purchase of any property for more than adequate consideration in money or for other consideration for a value that can be established in terms of money’s worth; and

 

5. Sell any substantial part of its property for less than an adequate consideration in money or for other consideration for a value that can be established in terms of money’s worth.

 

Section 5.5 – Manner of Acting – Corporate Board:

 

1. Except as otherwise provided in these By-laws, at all meetings of the Corporate Board, each member of the Board present in person, telephonically or via the internet shall have one vote.

 

2. Except as otherwise provided by statute, the Articles of Incorporation, or these By-laws, the action of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Corporate Board. Any act authorized, in writing, by all of the Directors entitled to vote thereon and filed with the minutes of the Corporation shall be the act of the Corporate Board with the same force and effect as if the same had been passed by a unanimous vote at a duly called meeting of the Corporate Board.

 

Section 5.6 – Director Deadlock –Corporate Board:

 

In the event of a deadlock, the Directors shall appoint a mutually agreed upon third party neutral party to aid the Directors in facilitating the decision making process. In the event deadlock persists, the Directors shall refer to the Arizona Alternative Dispute Resolution Association and request the appointment of a mediator who shall facilitate discussions and encourage pursuing solutions. If mediation fails and deadlock persists, the Directors shall agree upon a third party neutral arbitrator who shall have the authority to issue binding decisions on issues at deadlock.

 

Section 5.7 – Vacancies – Corporate Board:

 

Any vacancy in the Corporate Board occurring by reason of an increase in the number of Directors shall be filled by a majority vote of the votes cast at a regular or special meeting by the Directors, present in person, telephonically, or via the internet, that are entitled to vote in the election. Vacancies occurring by reason of the death, resignation, disqualification, removal or any inability to act of any Director or otherwise shall be filled by a majority vote of the votes cast at a regular or special meeting by the Directors, present in person, telephonically, or via the internet that are entitled to vote in the election as a means to fill the unexpired portion of the term of any such vacancy. In an election where the number of Directors qualified to vote is less than two (2) in number, the unexpired portion of any term shall be filled by a vote of a majority of the remaining Directors, though less than any specified quorum, at any regular or special meeting of the Corporate Board called for that purpose.

 

Section 5.8 – Resignation – Corporate Board:

 

Any Director may resign at any time by giving written notice to the Corporate Board, the Chairman of the Corporate Board or the Secretary of the Corporate Board. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt of such notice by the Corporate Board or such officer, and the acceptance of such resignation shall not be necessary to make it effective.

 

A Director shall be deemed to have resigned if that Director misses three consecutive properly-noticed meetings without advising at least one of the other Directors, either before the meeting or no later than 24 hours after the meeting, as to the reason for the Director’s absence, or if the Director moves out-of-state without formally resigning. A Director who is deemed to have resigned shall be replaced as provided in these By-laws.

 

Section 5.9 – Removal – Corporate Board:

 

Any Director may be removed with or without cause at any time by a two-thirds (2/3) vote of the votes cast of the Directors at a special meeting convened for that purpose. In the event any Director shall be removed in accordance with this Section 5.9, any and all debts owing to such Director resulting from loans made to the Corporation or expenses of the Corporation which shall have been paid by such Director shall become immediately due and payable by the Corporation. Notwithstanding the foregoing, the remaining Directors then serving on the Corporate Board may elect to provide an unsecured promissory note evidencing the amounts due and payable to such Director who shall have been removed in accordance with this Section 5.9.

 

Section 5.10 – Salary – Corporate Board:

 

No salary shall be paid to Directors of the Corporation, as such, for their services, but by resolution of the Corporate Board, a fixed reasonable sum for expenses of attendance, if any, may be allowed for attendance at such regular or special meeting of the Board; provided, however, nothing herein contained shall be construed or interpreted to prevent any person serving as a Director of the Corporation from also serving as an officer or employee of the Corporation and receiving a salary or other compensation for that position.

 

Section 5.11 – Contracts- Corporate Board:

 

1. No contract or other transaction between the Corporation and any other corporation shall be impaired, affected, and/or invalidated nor shall any Director be liable in any way by reason of the fact that any one or more of the Directors of the Corporation may be interested in any such other corporation or may serve as a director or officer of any such other corporation or corporations or other relevant material facts that are disclosed in writing to the Directors including, without limitation, the nature of such Director’s involvement with such other corporation or corporations including, without limitation, such Director’s ability to influence the action of such other corporation or corporations, and any tangible or intangible benefit or profit that may accrue to such Director as a result of any contract or transaction between the Corporation and any other corporation or corporations. In addition, the contract or transaction must be fair and reasonable to the Corporation when it is authorized, approved and ratified in accordance with the following paragraph.

 

2. Any Director, personally and individually, may be a party to or may be interested in any contract or transaction of this Corporation, and no Director shall be liable in any way by reason of such interest, provided that the fact of an interest be disclosed or made known to the Corporate Board in writing, provided that the Corporate Board shall authorize, approve or ratify such contract or transaction by the vote (not counting the vote of any such Director) of a majority of a quorum, and notwithstanding the presence of any such Director at the meeting at which such action is taken. Such director or Directors may be counted in determining the presence of a quorum at the meeting, but may not participate in the discussion nor vote on the contract or transaction at issue. This Section shall not be construed to impair or invalidate or any way affect any contract or other transaction which would otherwise be valid under the law (common, statutory or otherwise) applicable thereto.

 

Section 5.12 – Committees – Corporate Board:

 

The Corporate Board, by resolution adopted by a majority of the entire Board present at a duly-authorized meeting, may from time to time designate from among its members an executive committee, and may also designate from among its members and non-members such other committees as the Corporate Board may deem desirable, each consisting of three (3) or more Board members, with such powers and authority (to the extent permitted by law) as may be provided in such a resolution. Each such committee shall serve at the pleasure of the Board and, if required, shall comply with applicable Arizona Open Meeting Laws, A.R.S. § 38-431, et. seq.

 

ARTICLE VI – MEETINGS OF THE CORPORATE BOARD

 

Section 6.1 – Annual Meetings:

 

The annual meeting of the Corporate Board of the Corporation shall be held at a time designated by the Directors, for the purpose of electing the Directors, voting on a budget and transacting such other business as may properly come before the meeting.

 

Section 6.2 – Special Meetings:

 

Special meetings of the Directors may be called at any time by the Corporate Board, by the Chairman of the Board, or the Secretary at the written request of two (2) members of the Corporate Board, or as otherwise required under the provisions of appropriate laws.

 

Section 6.3 – Place of Meetings:

 

All meetings of the Corporate Board shall be held at the principal office of the Corporation, or at such other places as shall be designated in the notice or waiver of notice of such a meeting or meetings.

 

Section 6.4 – Notice of Meetings:

 

Notice of all meetings, including annual, monthly and special meetings shall specifically set forth an agenda for such meeting.

 

1. Except as otherwise provided by statute, written notice of each meeting of the Corporate Board, whether annual or special, shall state the time and location of such meeting, shall be served either personally, by mail, by e-mail or facsimile the receipt of which shall occur not less than twenty four (24) hours prior to such meeting. Notice of a special meeting shall also state the purpose or purposes for which such meeting is called and shall indicate that it is being issued by or at the direction of the Director or officers calling such meeting. If mailed, e-mailed or faxed, such notice shall be directed to each Director at his address as it appears on the records of the Corporate Board of the Corporation, unless the Director shall have previously filed with the Secretary of the Corporation a written request that any notices sent by the Corporate Board that are intended for any such Director also be mailed to some other address in which case any such notice shall be mailed to the address designated in such request.

 

2. Notices sent by mail shall be deemed to have been received upon the date that is two days following the date that the letter is mailed. Notices sent that are sent by email or by facsimiles shall be deemed to be received on the date that the notice was e-mailed or the date that the facsimile issues.

 

3. Notice of any regular or special meeting shall not be required to be given to any Director who shall attend any such meeting without having registered protest prior thereto or at the commencement of such meeting that such Director shall not have received notice or if such Director submits a signed waiver of notice prior to or after the meeting. Notice of any adjourned meeting shall not be required.

 

4. Meetings may be conducted telephonically or via the internet, so long as all required parties are informed of the need for or existence of the non personal attendance and provision is made for the attendance of the public in accordance with Arizona’s Open Meeting Law.

 

Section 6.5 – Chairman of the Meetings:

 

At all meetings of the Corporate Board, there shall be a Chairman of each such meeting. The Corporate Board may elect one of the Directors to serve as Chairman of all meetings which shall be held during the term of one year. In the event the Corporate Board shall not elect one Director to serve as Chairman for a period of one year or in the event such elected Chairman shall not be present at a meeting, the remaining directors by a majority vote shall appoint from among those Directors present at any such meeting one Director who shall preside as a Chairman for such meeting or adjournments.

 

Section 6.6 – Quorum:

 

1. Except as otherwise provided herein or by statute, at all meetings of the Corporate Board, the presence at the commencement of such meetings of the Corporate Board in person or by proxy that attains a majority of the total number of the Directors entitled to vote shall be necessary and sufficient to constitute a quorum of the transaction of any business. The brief absence of any Director after the commencement of any meeting shall have no effect on the existence of a quorum after a quorum has been established at such a meeting but a permanent withdrawal or absence of any Director necessary for a quorum will destroy the quorum and require the meeting to be adjourned.

 

2. Despite the absence of a quorum at any annual meeting or special meeting of the Corporate Board, the Directors may adjourn the meeting by a majority of the votes cast by the Directors entitled to vote thereon. At any adjourned meeting at which a quorum is present, any business may be transacted at the meeting as originally called.

 

Section 6.7 –Voting:

 

1. Except as otherwise provided by statute, the Articles of Incorporation or these By-laws, any corporate action other than the election or removal of Directors or Officers and voting on amendments to the Articles of Incorporation or By-laws, taken by a vote of the Directors, shall be authorized by a majority of the votes cast at each meeting.

 

2. Each Director is entitled to one vote which may be cast in person, telephonically or via e-mail.

 

Section 6.8 – Conduct of Meeting:

 

A duly adopted agenda for each meeting shall be prepared by the Secretary or other designated Director or officer. The meeting shall be conducted in accordance with the agenda. The Chairman of the meeting shall have the right to limit discussion on any particular item and shall have the right to provide time limits for any party wishing to speak on any appropriate point. Meetings shall be conducted in accordance with respect and harmony at all times and to maintain a positive yet responsive environment.

 

ARTICLE VII – ADVISORY COUNCILS

AND

GOVERNING BOARD

 

1. The Corporate Board may create an Advisory Council in a number to be determined by the Corporate Board. The members of the Advisory Council shall consist of people from the education, business and marketing communities and who will consult and advise the Corporation on important matters dealing with the effect of the charter schools operated by the Corporation on the business and the community as a whole and possibly assist in any additional fund-raising efforts for the Corporation. All opinions and recommendations of the Advisory Council shall be advisory to the Corporate Board. The Corporate Board shall not be obligated to act upon any such recommendation. Any and all members of the Advisory Council shall have no rights to vote at the meetings of the Corporate Board independent of any such Advisory Council member also being a Director or the Corporate Board.

 

B. For each charter school owned directly or by use of a wholly owned subsidiary of the Corporation, the Corporate Board may create a School Board in a number to be determined by the Corporate Board. The members of the School Board shall consist of parents of students at the respective charter school, and persons from the education, business and marketing communities in which such charter school is located and who will consult and advise the Corporation on important educational, student, extra-curricular, teaching and administration matters and issues facing such respective charter school and possibly assist in any additional fund-raising efforts for the respective charter school. All opinions and recommendations of the School Board shall be advisory to the Corporate Board. The Corporate Board shall not be obligated to act upon any such recommendation. Any and all members of a School Board shall have no rights to vote at the meetings of the Corporate Board independent of any such School Board member also being a Director or the Corporate Board.

 

ARTICLE VIII – OFFICERS

 

Section 8.1 – Name, Numbers, Election and Term of Office:

 

1. The officers of the Corporation shall consist of the President of the corporation, Secretary, Treasurer and any such other officers as the Board of the Directors may, from time to time, determine. Officers of the Corporation need not be Directors of the Corporation. Any two or more offices may be held by the same person except that the President cannot also occupy the office of Vice President and the President cannot also occupy the office of Secretary.

 

2. All the officers of the Corporation shall be elected by the Corporate Board at the regular annual meeting of the Corporate Board or at any other meeting established for this purpose.

 

3. Each officer shall hold office until the annual meeting of the Corporate Board next succeeding his election and until his or her successor shall have been elected and qualified or until his or her death, resignation or removal.

 

Section 8.2 – Resignation:

 

Any officer may resign at any time by giving written notice of such resignation to the Corporate Board, the President or the Secretary or the Corporation. Unless it is otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board or Directors or by such officer of the Corporation and the acceptance of such resignation shall not be necessary to make it effective.

 

Section 8.3 – Removal:

 

Any officer may be removed with or without cause by a two-thirds (2/3) vote of the votes cast by the Corporate Board at a special meeting of the Corporate Board called for that specific purpose. A successor shall be elected by a majority vote of the Corporate Board at any time. A temporary successor may be appointed by the Corporate Board if they so desire.

 

Section 8.4 – Vacancies:

 

A vacancy in any office by reason of death, resignation, the inability to act or for any other cause whatsoever may at any time be filled for the unexpired portion of the term by a two-thirds (2/3) vote of the votes cast by the Corporate Board at a special meeting of the Corporate Board called for that purpose.

 

Section 8.5 – Duties of Officers:

 

The Officers of the Corporation shall, unless otherwise provided by the Corporate Board, each have such powers and duties as generally pertain to their respective offices as well as such additional powers and duties as may be set forth in these By-Laws or may, from time to time, be specifically conferred or imposed by the Corporate Board.

 

Section 8.6 – Sureties and Bonds:

 

If the Corporate Board shall so require, any officer, employee or agent of the Corporation shall execute to the Corporation a bond in such sum and with such surety or sureties as the Corporate Board may direct bonding the faithful performance of such officer, employee or agent’s duties to the Corporation including, without limitation, responsibility for negligence and for accounting for all property, funds or securities of the Corporation which may have come into such officer, employee or agent’s possession. The requirements of this paragraph shall be in compliance with applicable laws.

 

ARTICLE IX – CORPORATE SEAL

 

The seal of the Corporation, if any, shall be in such form as shall have been approved from time to time by the Corporate Board.

 

 

 

ARTICLE X – FISCAL YEAR

 

The fiscal year of the Corporation shall be fixed by the Corporate Board from time to time, subject to applicable law. The fiscal year shall end on June 30^th of each year.

 

ARTICLE XI – AMENDMENTS

 

Section 11.1 – Power of Corporate Board:

 

The Corporate Board shall have the power to amend the By-Laws, except as provided herein at any duly called meeting for the purpose. No amendment of the Corporate Board may adversely affect the purpose of the corporation, amend Article I dealing with the tax-exempt status of the Corporation under Section 501(c)(3) of the Internal Revenue Code, amend this Article XI, confer upon the Corporate Board benefits that would defeat or adversely affect the tax-exempt status of the Corporation under Section 501(c)(3) of the Internal Revenue Code, or amend Section 5.4 in any way to defeat or adversely affect the tax exempt status of the Corporation.

 

Section 11.2 – Limitations on the Corporate Board:

 

The Corporate Board shall have no power to change any provision of the By-laws regarding the election or removal of Directors or the filling of vacancies without the unanimous consent of all the Corporate Board.

 

Section 11.3 – Voting:

 

Except as otherwise provided in this Article, statute, the Articles of Incorporation and these By-laws, all other By-laws of the Corporation shall be subject to alternation or repeal, and new By-laws may be approved, by a two-thirds (2/3) vote of the votes cast at such a meeting to be held by the Directors, present in person or by proxy, that are so entitled to vote, provided that the notice or waiver of such notice of the meeting shall have summarized or set forth in full therein the proposed change. Entitlement to vote in any such meeting to adopt, alter, repeal or amend such By-laws shall be limited to Directors that have served at least six months prior to any such meeting.

 

ARTICLE XII – INDEMNITY

 

A. Any person made a party to any action, suit or proceeding by reason of the fact that he, his testator or intestate representative is or was a Director, officer, or employee of the Corporation, or of any corporation in which he served as such at the request of the Corporation, shall be indemnified by the Corporation against reasonable expenses, including such attorneys’ fees actually and necessarily incurred by him in connection with the defense of such action, suit or proceeding, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit, or proceeding or in connection with any appeal therein that such officer, Director or employee is liable for negligence or misconduct in the performance of his duties.

 

B. The foregoing right of indemnification shall not be deemed to be exclusive of any other rights to which any officer or Director or employee may be entitled apart from the provisions of this section.

 

C. The amount of indemnity to which any officer, Director, or employee may be entitled shall be fixed by the Corporate Board except that in any case where there is not such disinterested majority of the Corporate Board available, the amount shall be fixed by arbitration pursuant to the then existing rules of the American Arbitration Association.

 

ARTICLE XIII – TAX-EXEMPT CORPORATE STATUS

 

The Corporation shall not carry on propaganda or otherwise attempt to influence legislation nor shall any of its funds be used to support or oppose any political issue or candidate or do any other acts which could endanger its qualification as a non-profit corporation in the State of Arizona or its tax exempt status as a 501(c)(3) corporation under the Internal Revenue Code.

 

 

 

 

I, __________________, as Secretary of Flagstaff Arts and Leadership Academy, Inc., hereby certify that the foregoing constitute the by-laws of the Corporation as adopted and in full force and effect on this _____ day of ________________, 2008.

 

 

 

 

____________________, Secretary