ARTICLE 1 NONPROFIT PURPOSES
SECTION 1.1 NONPROFIT PURPOSES
Trillium Charter School (hereinafter the Corporation) is incorporated as a Public Benefit Corporation according to its Nonprofit Articles of Incorporation as filed and registered with the Secretary of State of the State of Oregon on February 8, 2001. The Corporation is organized exclusively for educational purposes and such other purposes that are described under section 501(c)(3) of the Internal Revenue Code.
The Corporation is organized and shall be operated to at all times comply with Section 501(c)(3) of the Internal Revenue Code, the Oregon Nonprofit Corporation Act, ORS Chapter 65, the Public Charter Schools laws, ORS Chapter 338, and any other federal, state and local laws to qualify it for nonprofit, tax-exempt status as a public charter school.
SECTION 1.2 THE CORPORATION’S PURPOSE
The founders’ vision for Trillium Charter School is to create an inclusive, equitable and intellectually rigorous culture where knowledge is built through experience. Students and staff are expected and empowered to reach their full potential. It is Trillium’s goal to be an innovative model for other schools and a leader within the larger educational community.
The mission of Trillium Charter School is to create an academically rigorous, constructivist learning environment that engages each student’s unique spirit and intellect, develops creative, critical thinking skills, and cultivates compassionate, active citizens.
SECTION 1.3 NONDISCRIMINATION POLICY
The Corporation will be non-sectarian in its programs, admissions policies, employment practices, and all other operations; shall not charge tuition; and shall not discriminate on the basis of race, ethnicity, national origin, gender or disability.
ARTICLE 2 OFFICE
The principal office of the Corporation shall be located at 5420 North Interstate Avenue, Portland, Oregon 97217.
ARTICLE 3 DIRECTORS
SECTION 3.1 POWERS
The Board of Directors (the “Governing Board”) shall, or it may direct others to, conduct the activities and affairs of the Corporation. The Board shall exercise all corporate power unless delegated according to Section 3.2.
SECTION 3.2 DELEGATION OF POWERS
The Board by a majority vote of the directors in office at the time the vote is taken may delegate some or all of its powers to a person, persons or committee as set forth in the Articles of Incorporation and Bylaws. (See also Article 6 of these Bylaws with respect to delegation to committees and Article 7 with respect to delegation to the Administrator/ Executive Director.) To the extent so authorized, any such person, persons or committee shall have the duties and responsibilities of the directors, and the directors shall be relieved to that extent from such duties and responsibilities.
SECTION 3.3 NUMBER
The Corporation shall have from five (5) to nine (9) directors and collectively they shall be known as the Governing Board of Directors (“Board”).
SECTION 3.4 TERMS OF OFFICE
Each Director shall serve for a one (1) year term and may be reelected without limit.
SECTION 3.5 COMPENSATION
Directors shall serve without compensation in their position as director.
Directors may receive reasonable advancement or reimbursement of expenses incurred in the performance of their duties provided that the Board approves such expenses.
Notwithstanding the above, upon approval of the Board and subject to the conflict of interest provisions of Article 8, a director may receive: reasonable compensation from the Corporation for other services actually performed, reasonable payment for property received by the Corporation, and reasonable payment of benefits that are in furtherance of the Corporation’s purpose.
SECTION 3.6 ELECTION OF DIRECTORS
Directors shall be elected by the Board by majority vote at the annual meeting.
SECTION 3.7 VACANCIES
Any director may resign by giving written notice to the Board. The resignation is effective on the date such notice is received unless the notice specifies a later effective date. Once delivered, a notice of resignation is irrevocable unless revocation is permitted by the Board. Directors may be removed from office without cause by the vote of two-thirds (2/3) of the directors in office at the time the vote is taken. A vacancy occurs on the Board if the number of directors is fewer than five (5) or such greater number as determined by the Board. The Board shall fill such a vacancy by an election of the Board. If the number of directors in office is less than a quorum, a vacancy on the Board may be filled by approval of a majority of the directors then in office. A person elected to fill a vacancy on the Board shall hold office until the next annual meeting at which time regular elections of the Board occur.
ARTICLE 4 MEETINGS
SECTION 4.1 REGULAR MEETINGS
The Board shall have regular meetings as determined by the Board with notice given to interested persons as provided in Section 4.9.
SECTION 4.2 ANNUAL MEETING
The annual meeting shall be held each year as determined by the Board and shall be the meeting during which directors are elected for a one (1) year term, officers are elected for a one (1) year term and the Board determines if it will govern by Executive Committee as described in Section 6.1. Notice of such annual meeting shall be given to interested persons as provided in Section 4.9.
SECTION 4.3 SPECIAL MEETINGS
Special meetings of the Board may be called by the President or 20% of the directors with notice given to interested persons at least 24 hours in advance as provided in Section 4.9. Written notice of any special meeting shall be given to each director by the one calling the meeting at least 24 hours prior to such meeting.
A director may waive notice of any special meeting if the waiver is in writing and signed by such director, specifies the reason for which the notice is waived and is filed together with the corporate minutes or records.
SECTION 4.4 EMERGENCY MEETINGS
Emergency meetings may be called by the President or 20% of the directors with less than 24 hours notice only if an actual emergency exists which would not permit the meeting to be a Special Meeting. The minutes of the meeting must describe the emergency justifying less than 24 hours notice. Notice must be given to interested persons as is reasonable and as provided in Section 4.9.
SECTION 4.5 QUORUM FOR MEETINGS & TELECOMMUNICATIONS
A quorum consists of a majority of directors holding office immediately prior to any meeting. A director is considered present if by use of any means of communication, all directors participating may simultaneously hear each other during the meeting.
No decisions requiring Board action shall be made by the Board at any meeting at which the required quorum is not present. In the event fewer directors than a quorum are present, the remaining directors may upon a simple majority adjourn the meeting to another day and/or time. Notice of the reconvened meeting shall be given to each director and interested persons as provided in this Article.
SECTION 4.6 BOARD ACTION
The Board will model ethics and promote a cooperative, consensus-driven decision-making process; however, all decisions will be made by majority vote.
In addition, in the following circumstances, the Oregon Nonprofit Corporations Act requires a vote of the majority of directors in office at the time the vote is taken:
(a) to establish committees to exercise board functions as provided in Section 3.2,
(b) to amend the Articles of Incorporation as provided in Section 11.1,
(c) to sell assets not in the regular course of business,
(d) to merge,
(e) to dissolve and
(f) in the case of conflicts of interest, a majority of directors in office who have no direct or indirect interest in the transition will be considered a majority, as provided in the policies of Article 8.
A director who is present at a meeting when corporate action is taken is deemed to have assented to the action unless the director’s objection or abstention to the vote is entered into the minutes of the meeting or the director delivers written notice of such objection or abstention to the Secretary immediately after adjournment of the meeting.
SECTION 4.7 EXECUTIVE SESSION
The Board may meet in an executive session during which all or part of the meeting is closed to the public for deliberation on certain matters listed below. News media are permitted to attend except in the case of considering the expulsion of a student or matters related to a student’s confidential medical records or if the media is a party to litigation involving the Corporation. Notice of such executive session shall be given to interested persons in accordance with Section 4.9, provided that the statutory authority for such executive session be referenced in the notice. No executive session may be held for purpose of taking any final action or making any final decision, although a consensus may be reached by the Board in executive session. The Board may meet in executive session for the following matters:
(a) To consider employment of officer, employee, staff member or agent if:
(1) the job has been publicly advertised;
(2) regular procedures for hiring have been adopted; and
(3) there is an opportunity for public input into the employment of an officer.
Otherwise, the meeting must be open to all interested parties. ORS 192.660(1)(a).
(b) To consider dismissal, discipline or complaints/charges against an officer, employee, staff member or agent unless the individual requests an open meeting. ORS 192.660(1)(b).
(c) To conduct deliberations with persons the Corporation has designated to carry on labor negotiations. ORS 192.660(1)(d).
(d) To conduct deliberations with persons the Corporation has designated to negotiate real property transactions. ORS 192.660(1)(e).
(e) To consider records that are exempt from disclosure under the Public Records Law, including written advice from the Corporation’s attorney which is protected by attorney-client privilege. ORS 192.660(1)(f).
(f) To consider preliminary negotiations regarding trade or commerce in which the Corporation is in competition with other states or nations. ORS 192.660(1)(g).
(g) To consult with the Corporation’s attorney regarding legal rights and duties in regard to current litigation or likely litigation. ORS 192.660(1)(h).
(h) To review and evaluate the employment performance of an officer, employee or staff member pursuant to standards, criteria and policies adopted at an open meeting unless the person requests an open meeting. ORS 192.660(1)(j).
(i) To carry on negotiations under ORS chapter 293 with private persons or businesses regarding proposed acquisition, exchange or liquidation of public investments. ORS 192.660(1)(j).
(j) To consider student expulsions and confidential medical records of students. ORS 332.061.
SECTION 4.8 NOTICE
Any written notice that is to be delivered to a director pursuant to these Bylaws may be delivered by electronic mail (e-mail), provided that the Secretary has received the consent of the director to such form of delivery.
SECTION 4.9 PUBLIC MEETING LAW – NOTICE AND OTHER REQUIREMENTSMeetings of the Board shall comply with Oregon Public Meeting law as set forth in ORS sections 192.610 to 192.690 and referenced in these Bylaws. The Board shall provide for and give public notice reasonably calculated to give actual notice to interested persons, including the news media, which have requested notice of the time, place and principal subjects to be considered at the meeting. Notice may be mailed, faxed, e-mailed or telephoned and may be given through press releases, mailing lists and, websites or bulletin boards to interested persons. All meetings shall be open to the public (except in the case of executive sessions as described in Section 4.7), accessible to the disabled and held within the geographic boundaries of the Corporation.
ARTICLE 5 OFFICERS
SECTION 5.1 ELECTION OF OFFICERS
The Corporation shall have a President, Vice-President, Secretary and Treasurer as elected by the Board. The same person can hold more than one office.
Officers shall be nominated and elected at the annual meeting for a one (1) year term, with the exception as noted for the initial President and Vice-President who shall serve an initial two-year term. There are no term limitations.
SECTION 5.2 RESIGNATION AND REMOVAL OF OFFICERS
An officer may resign at any time by delivering notice to the Board in the manner and procedure as described for directors in Section 3.7.
An officer may be removed without cause by a majority vote of the Board.
Any vacancy in an officer position shall be filled by an election by the Board. Such person shall hold such office until the next annual meeting at which time regular elections of officers shall occur.
SECTION 5.3 DUTIES OF PRESIDENT
The President shall preside at all Board meetings, be the spokesperson for the Board, and have such other duties and responsibilities as determined by the Board.
SECTION 5.4 DUTIES OF SECRETARY
The Secretary shall have overall responsibility for all record-keeping and for notices to the Board of any Board meeting. The Secretary shall be responsible for compliance with the notice requirement of public meeting law as set forth in Section 4.9. The Secretary may delegate these responsibilities, provided that s/he supervises such delegation.
The Secretary shall record and/or supervise the recording of the minutes of all meetings of the Board and present the transcribed minutes at or before the next Board meeting. Minutes shall comply with Public Meeting laws of ORS section 192.650 and, except in the case of executive session, shall include at least the following:
a) Names of all Board members present;b) All motions, proposals and resolutions proposed and their disposition;c) The results of all consensus decisions and if voting the results of the votes and the vote of each director by name;d)The substance of any discussion, ande) Reference to any document discussed.
SECTION 5.5 DUTIES OF VICE-PRESIDENT
The Vice-President shall perform the duties of the President in the President’s absence, shall be responsible for overseeing compliance with these Bylaws and shall have such other duties and responsibilities as determined by the Board.
SECTION 5.6 DUTIES OF TREASURER
The Treasurer shall be the custodian of funds of the Corporation, shall be responsible for the maintenance and/or oversight of proper records of all financial transactions of the Corporation, shall have the authority to sign finances as described in Article 9, and shall comply with all financial policies of the Board. The Treasurer shall report the financial condition of the Corporation at each Board meeting.
SECTION 5.7 OTHER OFFICERS
The Board may appoint or elect any other officer and assistant officers as it deems necessary to carry out the functions of the Corporation.
ARTICLE 6 COMMITTEES
SECTION 6.1 OTHER COMMITTEES
The Board may establish one or more committees as it deems necessary and desirable, potentially including: executive committee; budget and finance committee; personnel committee; board development committee; school development committee; employment committee; parent community committee; communications/publicity committee; volunteer/mentor coordination committee; programs committee; and fundraising committee. Each committee shall consist of at least two Directors.
SECTION 6.2 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 6.3 QUORUM
Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum. Any act of a majority of the members present at any meeting at which a quorum is present shall be the act of the committee.
SECTION 6.4 LIMITATIONS ON POWERS OF COMMITTEES
No committee may:
authorize distributions;approve dissolution, merger or the sale, pledge, or transfer of all or substantially all of the Corporation’s assets;elect, appoint or remove directors or fill vacancies on the Board or on any of its committees; oradopt, amend, or repeal the Articles, Bylaws, or any resolution of the Board.
ARTICLE 7 ADMINISTRATOR/EXECUTIVE DIRECTOR
SECTION 7.1 ADMINISTRATOR/EXECUTIVE DIRECTOR
The Board shall hire an Executive Director to be the administrative head of the Corporation, and the Board shall be responsible for overseeing the duties of such Executive Director. The Board shall delegate the duties to the Executive Director. The Executive Director shall conduct general overall supervision of the day-to-day business, operations and affairs of the Corporation. The Executive Director shall attend meetings of the Board and shall report to the Board of the business, operations and affairs of the Corporation.
SECTION 7.2 DELEGATION OF AUTHORITY
The Board shall have the power, in accordance with Section 3.2, to delegate to the Executive Director such executive power and authority as the Board may deem necessary to facilitate the handling and management of the Corporation’s property and interests.
ARTICLE 8 CONFLICT OF INTEREST
SECTION 8.1 DIRECTOR’S CONFLICT OF INTEREST DEFINED
A conflict of interest is a transaction with the Corporation in which a director has a direct or indirect interest. For the purposes of this section, a director has an indirect interest in a transaction if:
(a) another entity in which the director has a material interest or in which the director is a general partner is a party to the transaction; or(b) another entity of which the director is a director, officer or trustee is a party to the transaction, and the transaction is or should be considered by the Board.
SECTION 8.2 BOARD ACTION WHEN CONFLICT
In the event of a conflict of interest between a director or directors and the Corporation, the Board shall follow the conflict of interest policy adopted by the Board. Specifically, the board member who has the conflict shall recuse him- or herself from voting on any issue when a conflict of interest exists.
ARTICLE 9 FINANCES AND CONTRACTS
SECTION 9.1 FISCAL YEAR
The Corporation’s fiscal year is July 1 -June 30.
SECTION 9.2 FUNDS
All funds of the Corporation shall be under the supervision of the Board and shall be handled and disposed of in such manner and by such officers or agents of the Corporation as in accordance with the financial policies adopted by the Board. Public Funds, as defined in ORS Chapter 338, shall be accounted for separately from other funds of the Corporation.
SECTION 9.3 CONTRACTS
All contracts for the Corporation shall be under the supervision of the Board and shall be handled in such manner and by such officers or agents of the Corporation as in accordance with policies adopted by the Board.
SECTION 9.4 AUTHORITY TO BIND CORPORATION
Unless the Board authorizes the execution of instruments as described in its policies, no director, officer, committee, employee or agent shall have the authority to bind the Corporation by any contract or instrument or pledge its credit or render it liable monetarily for any purpose or in any amount.
SECTION 9.5 BONDING
The Treasurer and persons handling funds for the Corporation may be bonded at Corporation expense, in such amounts and with such surety as shall be determined or approved by the Board, or the Board may authorize insurance coverage to cover losses that may occur.
SECTION 9.6 ANNUAL AUDIT
The Corporation shall have an annual audit of accounts of the public charter school prepared in accordance with the Municipal Audit Law, ORS section 297.405 to 297.555 and 297.990, and such audit shall be forwarded to the sponsoring school district, the State Board of Education and the Department of Education.
ARTICLE 10 CORPORATE RECORDS AND REPORTS
SECTION 10.1 MAINTENANCE OF CORPORATE RECORDS
The Corporation shall keep at its principal office, or such other location as designated by the Board:
- Articles of Incorporation and Bylaws as amended to date
- Minutes of all meetings of the Board and Executive Committee in the manner described in Sections 5.4 and 6.1
- Books and records of all financial accounts as described under Article 9
- A list of the names and business or home addresses of its current Board
- Copies of the annual financial statements and annual audits (State and Federal) for the three most recent years
- Copies of the federal, state, and local tax records and reports for the three most recent years
- Copies of the most recent annual report delivered to the Secretary of State of Oregon
- Copies of federal and state tax exemption materials and any other document or information necessary to the maintenance and operation of the Corporation
- Copies of all public records as defined by ORS sections 192.410 to 192.505
SECTION 10.2 INSPECTION RIGHTS
Each director, or designated agent of such director, shall have the right during regular business hours to inspect, copy and make extracts of all books, records and documents of every kind and to inspect the physical properties of the Corporation.
The public has the right to inspect any public record of the Corporation in accordance with ORS sections 192.410 to 192.505 during the usual business hours of the Corporation. The Corporation shall adopt reasonable rules necessary for the protection of the records and to prevent interference with the duties of the Corporation.
ARTICLE 11 AMENDMENT OF GOVERNING DOCUMENTS
SECTION 11.1 AMENDMENT OF ARTICLES OF INCORPORATION
The Board by a majority vote of the directors in office may amend and/or restate the Articles of Incorporation provided that notice is given as described in Section 11.3 and such amendments and/or restatement is filed with the Office of the Secretary of State of the State of Oregon in accordance with the Oregon Nonprofit Corporations Act. (ORS sections 65.431-65.451)
SECTION 11.2 AMENDMENT OF BYLAWS
The Board by a majority vote of the directors in office may amend, restate and/or repeal these Bylaws, in whole or in part, provided that notice is given in accordance with Section 11.3.
SECTION 11.3 NOTICE
Notice shall be provided to the Board that states that a purpose of the meeting is to consider a proposed amendment and contain or be accompanied by a copy or summary of the amendment.