ABC bylaw amendment 6.15.16
ABC OF NORTH SHORE COMMUNITY SCHOOL, INC.
(THE “CORPORATION”)
SECTION I
MEMBERS
1.1. Members. The Member of the Corporation is North Shore Community School, a Minnesota public (charter) school (the “School”).
1.2. Voting Rights. The Member shall have one hundred percent ( I 00%) of the Member voting power.
1.3. Action in Writing/Electronic Means. Any action required or permitted to be taken at a meeting of the Member may be taken without a meeting by written action signed by a majority of the members of the Board of Directors, conference call or any other electronic means when at least a majority of the members of Board of Directors participates..
SECTION II
DIRECTORS
2.1. General Powers. The business and affairs of the Corporation shall be managed by or under the direction of its Board of Directors (the ”Board”). The Board may exercise a ll such powers and do al l such things as may be exercised or done by the Corporation, subject to the provisions or applicable law, the Articles of Incorporation, or these Bylaws.
2.2. Number, Tenure, and Qualification. The Member shall elect three (or more) Directors.
2.3. Term of Office. One of the members of the first Board or Directors appointed shall have an initial term of one year; the other two shall have initial terms of two years. Successors shall have two year terms.
ABC OF NORTH SHORE COMMUNITY SCHOOL. INC. RESOLUTION MAY 12, 2015
WHEREAS, The ABC Board of Directors is empowered to conduct the business of The Corporation, including from time to time amending its by-laws, and,
WHEREAS, The “Term of Office” under By-Law Section II-2.3 is deemed inadequate for orderly succession,
THEREFORE BE IT RESOLVED: That said section be amended, to wit: One of the members of the first Board of Directors appointed shall have an initial term of one year. The two Successors shall have tem1s respectively of two and three years, as determined between them by lot. Each subsequent term shall be three Corporate fiscal years. The Corporation ‘s Secretary shall be responsible for maintaining the book of Board Member terms. No Board member shall be eligible to serve more than three consecutive terms.
2.4. Meetings. Meetings of the Board may be held at such ti mes and places as shall from time to time be determined by the Board.
2.5. Notice of Meetings. If the date, time, and place of a meeting of the Board have been announced at a previous meeting, no notice i s required . In all other cases live (5 ) business d ays’ written notice of meetings of the Board, stating the date and time thereof and any other information required by law or desired by the person or persons calling such meeting, shall be given to each Director. If notice of meeting is required, and such notice does not state the place of the meeting, such meeting shall be held at the principal executive o11ice of the Corporation .
Any Director may waive not i ce of any meeting. A waiver of notice by a Director is effective whether given before, at, or after the meeting, and whether given orally, in writing. or by attendance. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, unless such Director objects at the beginning of the meeting to the transaction of business on grounds that the meeting is not lawfully called or convened and docs not participate thereafter in the meeting.
2.6. Quorum and Voting. A majority of the Directors currently holding onicc shall constitute a quorum for the transaction of business at any meeting o f the Board. In the absence
of a quorum, a majority of the Directors present may adjourn t he meeting from time to time until a quorum is present. If a quorum is present when a duly called or held meeting is convened, the Directors present may cont inue to transact business until adjournment, even though the withdrawal of a number of Directors originally present leaves less than the number otherwise required for a quorum. The Board sha ll take action by the affirmative vote of a majority of the Directors present at any duly held meeting, except as to any question upon wh ich any different vote is required by law, the Articles of Incorporation, or these Bylaws.
2.7. Vacancies and Newly Created Directorships. TI1e Member may (ill vacancies occurring in the Board by appointment provided that appointment shall be a person from the same category of membership as the person being replaced. A Director appointed to fill a vacancy shall serve until such date as the vacating Director’s tem1 would have end ed.
2.8. Removal of Directors. The Member may remove any Director from office with or without cause; the Member shall then ap point a new Director to rep lace the Director bei ng removed.
2.9. Committees. The Board, by a resolution approved by the affirmative vote or a majority of the Directors lhen ho lding office, may establish one or more committees of one or more natural persons having the authority of the Board in the management of t he business of the Corporation to the extent provided in such resolution. Such committees, however, shall at all times be subject to the direction and control of t he Board. Committee Members need not be Directors and shall be appointed by the affirmative vote of a majority of the Directors present. A majority or t he Members of any committee shall constitute a quorum for the transaction of business at a meeting of any such committee. In other matters of procedure, the provisions of these bylaws shall apply to committees and the Members thereof to the same extent they apply to agent o r the corporation:
(5) maintain records of and, when necessary, ce11ify proceedings of the Board and the Member; and
(6) perfom1 other duties prescribed by the Board.
3.5. Treasurer (Chief Financial Officer). The treasurer shall:
( 1 ) keep accurate 1inanci al records for the corporation;
(2) deposit money, drafts, and checks, in the name of and to the credit of the corporation in the banks and depositories designated by the board;
(3) endorse for deposit notes, checks, a nd drafts received by the corporation as ordered by the board, making proper vouchers for the deposit:
(4) disburse corporate funds and issue checks and drafts in the name of the corporation, as ordered by the Board;
(5) upon request, provide the president and the Hoard an account of transactions by the treasurer and of the financial condition of the corporation; and
(6) perform other duties prescribed by the Board or by the president.
3.6. Secretary. The Secretary shall attend all meetings or tJ1e Hoard and shall maintain records of, and whenever necessary, certify all proceedings of the Board. The Secretary shall keep the records of the Corporation and when so directed by the Board or other person or persons authorized to call such meetings, shall give or cause to be given notice of meetings of t he Board, and shall also perf01m such other duties and have such other powers as the President or the Board may prescribe from time to time.
SECTION IV Indemnification; INSURANCE
4.1. Indemnification. The Corporation shall indemnify its Officers and Directors for such expenses and liabilities, in such manner, under such circumstances, and to such extent, as required or pcrmitted under Minnesota or other applicable law.
4.2. Insurance. The Corporation may purchase and maintain insurance on behalf of any person in s uch person’s official capacity against any liability asserted against and incurred by such person in or arising from that capacity, whether or not the Corporation would otherwise be required to indemnify the person against the liability or whether the insurance would exceed allowed indemnification under Minnesota law.
SECTION V
MISCELLANEOUS
the Board and Directors, including. without limitation, the provisions with respect to meetings and notice thereof, absent Members, ·written actions and valid acts. Each committee shall keep regular minutes of its proceedings and report the same to the Board.
2.10. Action in Writing. Any action required or pem1ittcd lo be taken at a meeting of the Board may be taken by written action signed by a majority of the Directors then in office. If permitted w1dcr the Articles of In corporation and the action does not require Member approval, such action shall be effective if signed by the number of Directors that would be required to take the same action at a meeting at which all Directors were present. If any written action is taken by less than all Directors. all Directors shall be notified immediately or its text and effective date. The failure to provide such notice, however, shall not in validate such written action.
2.11. Meeting by Means of Electronic Communication. Members of the Board or any committee designated by the Board may patticipatc in a meeting of the Board or commiuee by means of conference telephone or similar means o l’ communication by which a ll persons participating in the meeting can simultaneously hear each other. Participation in a meeting pursuant to this Section sha ll constitute presence in person at such meeting.
SECTION Ill
OFFICERS
3.1. Number and Qualification. The Officers of the Corporation shall consist of one or more natural persons elected by the Board exercising the functions of the offices, however designated, of President, Treasurer, and Secretary. The Board may also appoint such other Officers as it may deem necessary or advisable. Except as provided in these bylaws, the Board shall fix the powers, duties, and compensation of all Officers. Officers may be, but need not be, Directors of the Corporation. Any number of Officer positions may be held by the same person.
3.2. Term of Office. An Officer shall hold office until a successor shall have been duly elected, unless prior thereto such Officer shall have resigned or been removed from o1lice as hereinafter provided.
3.3. Removal and Vacancies. Any Officer or agent elected or appointed by the Board shall hold office at the pleasure of the Board and may be removed, with or without cause. at any time by the vote of a majority of the Board present. Any vacancy in an o11ice of the Corporation shall be filled by action of the Board.
3.4. President (Chief Executive Officer). The president shall:
(1) have general active management of the business of the corporation; (2) when present, preside at meetings of the Board;
(3) sec that orders and resolutions of the Board are carried into effect:
(4) sign and deliver in the name of the corporation deeds, mm1gages, bonds, contracts, or other instruments pertaining to the business of the corporation, except in cases in which the authority to sign and deliver is required by l aw to be exercised by another person or is expressly may be altered or amended by the Board at any meeting of the Board to the full extent permitted by law, subject, however, to the power of the Member or the Corporation to alter or repeal these bylaws.
5.2. Seal. The Corporation shall have no seal.
The undersigned Secretary of t he Corporation does hereby cc11ify that the foregoing 4 pages constituting bylaws arc the bylaws adopted Cor the Corporation.
Dated effective: 6-15-2015.
Secretary