© 2019 by CREATE Conservatory

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By-Laws

ARTICLE I

Purpose

The purpose of the corporation is to maintain and operate a school as a not-for-profit enterprise. It shall be the policy of the Board of Trustees and the school not to discriminate in admissions and hiring practices.

Upon the dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.

ARTICLE II

Offices

The corporation shall have and continually maintain in this state a registered office and a registered agent whose office is identical with such registered office.

ARTICLE III

Members

The corporation shall have no members.

ARTICLE IV

Board of Trustees

Section 1 General Powers

The Board of Trustees primary duties include: hiring and evaluating of the Head of School, approving general institutional policies, strategic planning, fundraising, and assessing the school's effectiveness.  The Board of Trustees will also be responsible for approving single-item purchases and/or contracts the cost of which exceed $5,000.

Section 2 Number, Tenure, and Qualifications

The Board of Trustees shall consist of no less than three (3) and no more than eight (8) voting members. The Head of the School shall be a nonvoting, ex-officio member whose term shall be renewable yearly.  All newly elected Board members shall serve for a term of three (3) years. Following the first term of service, trustees may be re-elected to serve a second three (3) year term. As the Board expands, the addition of new positions will be staggered so that no more than one-third of the Board’s terms shall expire in any given year.  The decision to add a new position must be approved by a two-thirds majority of the Board.

Section 3 Monthly Meetings

Monthly meetings of the Board of Trustees shall be held on the second Thursday of every month.  No meeting will be held during June in observance of summer break.

Section 4 Special Meetings

Special meetings of the Board of Trustees may be called by the Head of School or any two (2) voting members of the Board. The person or persons calling such meeting may select the location.

Section 5 Place of Meetings: Mode

Members of the Board of Trustees, or any committee designated by the Board of Trustees, may participate in a meetings virtually or via phone, so long as all people participating in the meeting can hear each other.

Section 6 Notice

Notice of any special meeting of the Board of Trustees shall be given, via email, at least five (5) days prior to the scheduled meeting date.  Notice is deemed given as soon as said email is sent.

Section 7 Quorum

A majority of the voting members of the Board shall constitute a quorum.  

Section 8 Informal Action

Unless otherwise restricted by statute, the certificate of incorporation, or these by-laws, any action required or permitted to be taken at any meeting of the Board of Trustees or of any committee thereof may be taken without a meeting if (i) a written consent is signed by all the voting members of the Board or by all the members of such committee and (ii) such written consent is filed with the minutes.

Section 9 Removal

Any member of the Board may be removed by an affirmative vote of two-thirds.  Board members can only be removed if there has been an ethical violation or if the member has missed at least three meetings in a one-year period. The member being removed shall be notified of the meeting at which the removal action will be taken, and the specific charges against him or her, at least five (5) days prior to the meeting.


Section 10 Vacancies

The Board of Trustees may fill any vacancy occurring in the Board of Trustees at any regular or special meeting.

Section 11 Compensation

Members of the Board shall not receive any stated salaries for their services, but by resolution of the Board of Trustees, a fixed sum and expenses may be allowed for attendance at each regular or special meeting of the Board.

Section 12 Presumption of Assent

A Trustee of the corporation who is present at a meeting of the Board of Trustees at which action on any corporate matter is taken shall be conclusively presumed to have assented to the action taken unless his or her dissent is entered in the approved minutes of the meeting.


Section 13 Conflict of Interest Policy

The Board of Trustees affirms that the trustees, officers, administrators, faculty, and other employees of the School have an obligation to carry out the duties of their respective positions for the sole benefit of the School. They should avoid placing themselves in positions in which their personal interests are, or may be, in conflict with the interests of the School. Where a potential conflict of interest exists, it shall be the responsibility of the person involved, or any other person with knowledge, to notify the Board of Trustees of the circumstances resulting in the potential conflict so that the Board of Trustees can provide guidance and take such action as it deems appropriate. Areas of potential conflict of interest are:

Financial Interest

  1. Ownership by the individual, directly or indirectly, of a material financial interest in any business (i) from which the School obtains goods or services, or (ii) which is a competitor of the School.

  2. Competition by the individual, directly or indirectly, with the School in the purchase or sale of property or property rights or interests.

  3. Representation of the School by the individual in any transaction or activity in which the individual, directly or indirectly, has a material financial interest.

  4. Any other circumstance in which the individual may profit, directly or indirectly, from any action or decision by the School of which he or she has knowledge.

 

Inside Information

Disclosure or use by the individual of confidential information about the School’s activities or intentions for personal profit or the advantage of the individual or any person.

Conflicting Interests Other than Financial

Representation as director, officer, agent or fiduciary of another company, institution, agency or person in any transaction or activity which involves this school as an adverse party or with adverse interests.

Gifts and Favors

Acceptance of gifts or favors from any firm or individual which does, or seeks to do, business with, or is a competitor of, the School under circumstances which reasonably imply that such action is intended to influence the individual in the performance of his or her duties. Small gifts (of under $100) that are not designed to influence the individual’s performance of his or her duties shall be permitted.

No Trustee who directly or indirectly is involved in a potential conflict of interest shall be counted in determining the existence of quorum at any meeting of the Board where the potential conflict is considered, nor shall the trustee vote on any action of the Board regarding that potential conflict.

ARTICLE V

Officers

Section 1 Officers

The officers of the corporation may include a Chair of the Board of Trustees, a Past Chair, a Vice Chair, a Head of School, a Treasurer, and a Secretary. With the exception of Chair and Secretary, any two or more offices may be held by the same person.

Section 2 Election and Term of Office

The officers of the corporation shall be elected annually by the Board of Trustees at the May meeting. Vacancies may be filled and new offices created at any meeting of the Board of Trustees. Each officer shall hold office until his or her successor has been elected.

Section 3 Removal

Any officer or agent elected or appointed by the Board of Trustees may be removed by an affirmative vote of two-thirds.  The officer or agent being removed shall be notified of the meeting at which the removal action will be taken, and the specific charges against him or her, at least five (5) days prior to the meeting.

Section 4 Vacancies

A vacancy in any office because of death, resignation, removal, disqualification or otherwise will be filled by the Board.

Section 5 Chair of the Board

The Chair of the Board shall be the chief officer of the corporation and shall preside at all meetings of the Board of Trustees. He or she may sign, with the Head of School, Secretary, or other officer or agent of the corporation authorized by the Board, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Trustees has authorized to be executed. The Chair shall, at the conclusion of his or her term or terms, serve as Past Chair until the office is filled by his or her successor. In the absence of the Chair, the Past Chair shall preside at meetings of the Board in the absence of the Chair.

Section 6 Head of School

The Head of School shall be the chief administrative officer of the corporation and shall supervise and control all of the operational and educational affairs of the corporation.

Section 7 Treasurer

The Treasurer shall have charge and custody of, and be responsible for, all funds and securities of the corporation.  If required by the Board of Trustees, the treasurer shall give bond for the faithful discharge of his or her duties, the cost of such bond being paid for with funds of the corporation.

Section 8 Secretary

The Secretary shall keep the meeting minutes and be responsible for ensuring that all notices are duly given in accordance with the provisions of these by-laws or as required by law.  

ARTICLE VI

Committees

Section 1 Committees of Members of the Board of Trustees

The Board of Trustees by resolution adopted by a majority of the voting members may designate one or more committees, each of which shall consist of two or more voting members of the Board of Trustees (plus any non-Board members as the Board sees fit to appoint).  These committees, to the extent provided in such resolution, shall have and exercise the authority of the Board of Trustees in the management of the corporation ,provided it does not relieve the Board of Trustees or any individual member thereof of any responsibility imposed on it, him, or her by law.

Section 2 Terms of Office of Committee Members

Each member of a committee shall continue to serve until his or her successor is appointed, unless the committee is terminated or the member is removed.

Section 3 Chair

Except as otherwise provided herein, two members of each committee shall be appointed by the Chair of the Board as, respectively, Chair and Vice Chair of such committee.

Section 4 Vacancies

Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

Section 5 Quorum

A majority of the voting members of the whole committee shall constitute a quorum and the act of a two-thirds majority of the voting members present at a meeting at which a quorum is present shall be the act of the committee.

Section 6 Rules

So long as they are consistent with these bylaws and rules adopted by the Board of Trustees, each committee may adopt rules for its own government.

ARTICLE VII

Indemnification of Trustees, Officers and Employee

Section 1 General: Indemnification of Trustees and Officers

The corporation shall, to the fullest extent to which it is empowered to do so by any applicable laws as may from time to time be in effect, indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that such person is, or was, a Trustee or officer of the corporation, or that such person is, or was, serving at the request of the corporation as a trustee, director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, against all judgments, fines, reasonable expenses (including attorneys' fees) and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea to no lo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, or, with respect to any criminal action or proceeding, that the person had reasonable cause to believe his or her conduct was unlawful.

Section 2 Indemnification of Trustees and Officers: Actions By or In the Right of the Corporation

The corporation shall, to the fullest extent to which it is empowered to do so by any applicable laws, indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in favor of the corporation by reason of the fact that such person is or was a Trustee or officer of the corporation, or that such person is or was serving at the request of the corporation as a trustee, director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all judgments, fines, reasonable expenses (including attorneys' fees) and amounts paid in settlement actually and reasonably incurred by such person in connection with the defense or settlement of such action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, provided that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall be made in respect of any claim, issue, or matters as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation, unless, and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.

Section 3 Authorization of Indemnification

Any indemnification under Section 1, Section 2 or Section 5 of this Article (unless ordered by a court) shall be made by the corporation only as authorization in the specific case, upon a determination that indemnification of the Trustee, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Sections 1, 2, or 5 of this Article. Such determination shall be made by (1) the Board of Trustees by a majority vote of a quorum consisting of Trustees who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested Trustees so directs, by independent legal counsel in a written opinion.

Section 4 Contract with the Corporation

The provisions of Article VII shall be deemed to be a contract between the corporation and each Trustee or officer who serves in any capacity at any time while Article VII is in effect, and any repeal or modification of Article VII shall not affect any rights or obligations hereunder with respect to any state of facts then or theretofore existing or any action, suit, or proceeding theretofore brought or threatened based in whole, or in part, upon any such state of facts.

Section 5 Indemnification of Employees and Agents

Persons who are not covered by the foregoing provisions of Article VII and who are or were employees or agents of the corporation, or who are or were serving at the request of the corporation as employees or agents of another corporation, partnership, joint venture, trust or other enterprise, may be indemnified to the extent authorized at any time or from time to time by the Board of Trustees, subject to the same standard of conduct set forth in Sections 1 and 2 of this Article provided, however, that, to the extent that such employee or agent has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding to which he or she was made a party by reason of the fact that he or she is or was an employee or agent acting in the above described capacity, or in the defense of any claim, issue or matter therein, the corporation shall indemnify such employee or agent against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith.

Section 6 Payment of Expenses in Advance

Expenses incurred in defending a civil or criminal action, suit, or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding, as authorized by the Board of Trustees in the specific case, upon receipt of an undertaking by or on behalf of the Trustee, officer, employee, or agent to repay such amount, unless it shall ultimately be determined that such Trustee, officer, employee, or agent is entitled to be indemnified by the corporation as authorized by this Article VII.

Section 7 Insurance Against Liability


The corporation may purchase and maintain insurance on behalf of any person who is or was a Trustee, officer, employee, or agent of the corporation, or who is or was serving at the request of the corporation as a Trustee, director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of these bylaws.

Section 8 Other Rights of Indemnification

The indemnification provided or permitted by Article VII shall not be deemed exclusive of any other rights to which those indemnified may be entitled by law or otherwise.  The indemnification shall continue after the person has ceased to be a Trustee, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.

ARTICLE VIII

Contracts. Checks, Deposits. and Funds

Section 1 Contracts

The Board of Trustees may authorize any officer(s) or or agent(s) of the corporation to enter into any contract or execute and deliver any instrument in the name of, and on behalf of, the corporation.  

Section 2 Checks, Drafts, Etc.

All checks, drafts, or other orders for the payment of money shall be signed by such officer(s) or agent(s)as determined by resolution of the Board of Trustees. In the absence of any such determination by the Board of Trustees, such instruments shall be signed by the treasurer and countersigned by the Head of School.

Section 3 Deposits

All funds of the corporation shall be deposited to the credit of the corporation in the bank selected by the Board of Trustees.

Section 4 Gifts

The Board of Trustees may accept, on behalf of the corporation, any contribution, gift, bequest, or device to be used by the corporation.

ARTICLE IX

Fiscal Year

The fiscal year of the corporation shall begin on the 1st day of July and end on the last day of June.

ARTICLE X

Amendments to By-laws

These by-laws may be adopted, altered, amended or repealed by a two-thirds majority of the voting members of the Board provided that at least five (5) days written notice is given of intention to alter, amend, repeal or adopt new by-laws. Any amendment to the by-laws will be voted on only after examination of any possible conflicts with the Articles of Incorporation.