BYLAWS OF THE CHATTANOOGA GIRLS LEADERSHIP ACADEMY. INC. (A Tennessee nonprofit corporation) ARTICLE 1 GENERAL PROVISIONS 1.1 General Purposes. THE CHATTANOOGA GIRLS LEADERSHIP ACADEMY, INC. (the "Corporation") is established as a Tennessee nonprofit corporation to be exempt from federal taxation under Section 501 (c) (3) of the Internal Revenue Code. The Corporation, further, is to be organized to operate a public charter school for yoimg women pursuant to the Tennessee Public Charter Schools Act of 2002, as such may be amended (the "Act"), with the intention of creating an alternative means within the local school district structure for ensuring accomplishment of the necessary outcomes of education by employing the maximum flexibility to achieve the Corporation's goal of providing the highest level of educational opportunity for young women. The Corporation shall at all times comply with the rules and regulations established by the Internal Revenue Service or the United States government applicable to tax-exempt organizations, with the requirements of the Act and with the restrictions contained in the Corporation's Charter and these Bylaws, as each may be amended from time to time. All activities of the Corporation shall be consistent with its charitable tax-exempt purposes and with the requirements of the Act and all funds net of all costs and expenses shall be applied to the operation of The Young Women's Leadership Academy of Chattanooga, a public charter school for women to be operated by the Corporation in Chattanooga, Tennessee pursuant to the Act (the "Academy") or to such successor educational organization as is approved by the Board of Directors. 1.2 State of Incorporation. This corporation is incorporated under the laws of the State of Termessee. Any reference to "the state" or "state" means the State of Tennessee, and any reference to "the laws of this state" includes the Termessee Nonprofit Corporation Act and the Tennessee Public Charter Schools Act of 2002. 1.3 Gender and Number. Any use of the masculine includes the feminine and the neuter; and any use of the singular includes the plural, whenever such meanings are appropriate. 1.4 Headings. The headings appearing at the beginning of each Article and Section in these bylaws are intended only as an index and are not to be construed to vary the meaning of the provision to which they refer. 1.5 Required by Law. The term "required by law" as used in these bylaws means as required from time to time by the Tennessee Nonprofit Corporation Act, the Act or the Charter of Incorporation of the Corporation..
1.6 Charter. Sponsor and Chartering Authority. Pursuant to the terms of the Act, the Academy will operate in accordance with the terms of a charter agreement (the "Charter") between the Corporation, or The Young Women's Leadership Academy Foundation, Inc., a Termessee non-profit corporation (the "Sponsor") on behalf of the Corporation, and the Hamilton County Board of Education (the "Chartering Authority"). ARTICLE 2 OFFICES The principal office and the principal business office of the corporation in this state shall be located at 2528 Chamberlain Ayenue, Chattanooga, Covmty of Hamilton. The corporation may have such other offices without restrictions as to location as the Board of Directors may designate or as the business of the corporation may require. ARTICLE 3 PURPOSES AND RESTRICTIONS 3.1 It will be the general goals and objectives of the Corporation to: A. Improve learning for all students and close the achievement gap between high and low students; B. Create an opportunity for parents of students who fall within the criteria for enrollment in the Academy both to meet educational needs of their children and to have meaningful opportunities to participate in the education of their children; C. Encourage the use of different and innovative teaching methods, while maintaining full responsibility for student performance; D. Provide, through an emphasis upon science, mathematics and technology the highest possible college preparatory education; and E. Provide leadership and life skills and experiential educational opportunities to prepare young women for college and the life beyond. 3.2 Except as otherwise required by law, the Corporation: A. will operate as a single-sex school for young women that also is a public, nonsectarian, non-religious public school, with control of instruction vested in the governing body of the Corporation under the general supervision of the Chartering Authority and in compliance with the Charter and the Act; B. will administer state assessments as provided in Chapter 1, Part 6 of Title 49 of
the Tennessee Code and otherwise will meet the same performance standards and requirements adopted by the state board of education for public schools; C. will provide special education services for students as provided in Title 49, Chapter 10; D. will follow all federal and state laws and constitutional provisions prohibiting discrimination on the basis of disability, race, creed, color, national origin, religion, ancestry, or need for special education services; ' E. will follow any federal and state court orders in place in the local school district (Hamilton county, Termessee); F. will comply with federal and state applicable health and safety standards; G. will not be a conversion of any private, parochial, cyber-based, or home-based school; H. will not be a cyber-based school; I. will open to bid all contracts for goods and services in excess of five thousand dollars ($5,000); J. will be subject to the provisions of TCA Sections 12-4-101 and 12-4-102 with regard to conflicts of interest; K. will deem meetings of the governing body as public business and be held in compliance with Title 8, Chapter 44, Part 1; L. will employ individuals to teach who hold a license to teach in a public school in Tennessee or meet the minimum requirements for licensure as defined by the state board of education; M. will follow state audit procedures and audit requirements; N. will not charge tuifion, unless the governing body of the Corporation approves a transfer from another district to the Academy pursuant to the provisions of TCA Section 49-6- 3003; O. will operate on a July 1 to June 30 fiscal year, or such other fiscal year as is consistent with the fiscal year of the Hamilton County school district, and will adopt and operate under an annual budget for such fiscal year; P. will prepare a budget in the same format as that required by the state department of education for local education agencies;
Q. will maintain its accounts and records in accordance with generally accepted accounting principles and in conformance with the uniform chart of accounts and accounting requirements prescribed by the comptroller of the treasury; R. will prepare and publish an armual financial report that encompasses all funds and includes the audited financial statements of the Corporation; S. will require any member of the governing body, employee, officer or other authorized person who receives fijnds, has access to funds, or has authority to make expenditures from funds, to give a surety bond in the form prescribed by TCA Section 8-19-101; T. will at all times maintain all necessary and appropriate insurance coverage; U. will be non-religious in its progreims, admissions policies, governance, employment practices and all other operations, and its curriculum will be completely secular; V. will adhere to all provisions of federal law relating to students who are limited English proficient (LEP), including Title VI of the Civil Rights Act of 1964 and the Equal Educational Opportunities Act of 1974, that are applicable to it; W. will follow any and all federal, state, and local laws and regulations that pertain to the applicant or the operation of the Academy as a charter school; 3.3 Enrollment in the Academy will be restricted to: A. Students who were previously enrolled in a charter school; B. Students who are assigned to, or were previously enrolled in, a school failing to make adequate yearly progress, as defined by the state's accountability system, giving priority to at-risk students; C. Students who, in the previous school year, failed to test proficient in the subjects of language arts/reading or mathematics in grades three through eight (3-8) on the Termessee comprehensive assessment program examinafions; or D. Students who, in the previous school year, failed to test proficient on the gateway examinations in language arts/reading or mathematics. E. If more students who meet the above criteria apply than there are spaces, those students to be enrolled will be selected by lottery. ARTICLE IV BOARD OF DIRECTORS 4.1 General Powers. The business and affairs of the corporation shall be
managed by the Board of Directors who shall be elected by the Sponsor xmless and until the Sponsor should grant such power to the Board of Directors. The Board of Directors shall include at least one (1) parent representative whose child is currently enrolled in the Academy. Such parent representative shall be appointed by the Board of Directors within six (6) months of the school's opening date. It should be the goal of the Corporation to include on its Board of Directors educators, educational administrators, business and civic leaders and persons with experience or expertise in issues affecting young women. 4.2 Number and Qualification. The number of directors shall be fixed by the Sponsor or then current Board of Directors, as the case may be, and unless otherwise fixed shall be not less than five (5). Directors need not be residents of this state, but must be of legal age. The Board of Directors may be divided into classes with staggered terms of multiple years. 4.3 Election and Term of Office: Vacancies. Each director shall be appointed annually by the then current Board to serve until her successor is appointed and qualified or removed. Directors may serve for successive terms; however, the Sponsor or Board of Directors may establish term limits. The establishment of term limits shall not affect the terms of then sitting Directors. Whenever the authorized number of directors is increased, the Board shall have the power to appoint such new directors for the balance of a term who shall serve xmtil their successors are elected and qualified. Any decrease in the authorized number of directors shall not become effective until the expiration of the term of the directors then in office unless, at the time of such decrease, there shall be vacancies on the board which are being eliminated by the decrease. All vacancies shall be filled by the Sponsor or the Board of Directors, whichever is then empowered to elect Directors. 4.4 Meetings. The Board of Directors may designate intervals for regular meetings, but shall meet at least queirterly. The location for any meeting of the Board of Directors shall be the principal business office of the corporation in this state unless another location for that meeting is designated by the Board of Directors. Special meetings may be called at any time by the chairman of the board. Chair or any two (2) directors. All meetings of the governing body will be considered as public business and be held in compliance with Title 8, Chapter 44, Part 1. 4.5 Notice of Meetings of Board of Directors. The regular meetings of the Board of Directors will be held upon written notice sent within such period as may be required under Tennessee Code Annotated Section 8-44-103 but not less than with ten (10) days before the meeting. Notice of the place, date, and time of any special meeting shall be given each director by whom it is not waived by written notice sent within such period as may be required imder Tennessee Code Aimotated Section 8-44-103 but not less than five days before the meeting, or if such meeting is to be held telephonically, by noticed received within such period as may be required under Termessee Code Annotated Section 8-44-103 but not less than twenty-four hours fi-om the date and time of the call. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting. A general description of the business to be transacted or the purpose of any special meeting shall be specified in any notice or waiver of notice; provided, failure to provide such description or to include additional matters shall not affect actions taken by a majority of the Board of Directors present at such special meeting.
4.6 Quorum and Vote. The presence of a majority of the directors constitutes a quorum for the transaction of business. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any of those present. The vote of a majority of the directors present at a meeting at which a quorum is present is the act of the Board of Directors. 4.7 Presumption of Assent. A director who is present at a meeting of the Board of Directors is presumed to have concurred in any action taken at the meeting unless one of the following occurs: (1) the director objects at the begiiming of the meeting (or promptly upon her arrival) to holding it or transacting business at the meeting; (2) the director's dissent to or abstention from such action is entered in the minutes of the meeting; (3) the director submits her written dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after the adjournment of the meeting. The right to dissent or abstain does not apply to a director who voted in favor of the action. 4.8 Powers. The Board of Directors may, except as otherwise required by law, exercise all such powers and do all such acts and things as may be exercised or done by a board of directors of a nonprofit corporation under state law, consistent with the general purposes stated herein. 4.9 Compensation of Directors. Directors may not receive compensation for their services as directors, but the Board of Directors may authorize reimbursement of expenses incurred in the performance of their duties and reasonable compensation for time expended by any Director who does not reside within a fifty (50) mile radius of Chattanooga. Such authorization may prescribe the procedure for approval and payment of such expenses by designated officers of the corporation. Nothing herein precludes a director fi-om serving the corporation in any other capacity and receiving compensation for such services. 4.10 Participation in Meetings By Conference Telephone. Unless prohibited by Termessee Code Aimotated Section 8-44-101 et seq., members of the Board of Directors, or of any committee thereof, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can simultaneously hear each other and such participation shall constitute presence in person at such meeting. 4.11 Action by Consent of Directors. Whenever the Board of Directors is required or permitted to take any action by vote, such action must be taken at a called meeting and may not be taken without a meeting unless specifically allowed by Tennessee Code Annotated Section 8-44-101 et seq. If such action may be taken without a meeting, it shall be taken on written consent setting forth the action so taken, signed in one or more counterparts by all directors entitled to vote with respect to the subject matter thereof and indicating on the face thereof the vote of each director. To be approved, any action taken upon written consent must have the affirmative vote required had a meeting been held with all directors present. 4.12 Specific Requirements. In addition to the general requirements outiined herein, the Board of Directors shall have the following specific duties and requirements: CGLAbylaws[l]
A. The governing body of a pubuc charter school shall ensure that the public charter school provides parents and guardians with information about meningococcal disease and the effectiveness of vaccination against meningococcal disease at the begiiming of every school year. This information shall include the causes, symptoms, and the means by which meningococcal disease is spread and the places where parents and guardians may obtain additional information and vaccinations for their children. Nothing in this subdivision (c)(2) shall be construed to require a public charter school or its governing body to provide or purchase vaccine against meningococcal disease. B. The Board of Directors shall be accountable to the chartering authority for the purposes of ensuring compliance with the charter agreement. C. The governing body of the public charter school shall make at least an annual progress report to the sponsor of the school, the chartering authority, and the commissioner of education. The report shall contain at least the following information: charter; 1. The progress of the school towards achieving the goals outlined in its 2. The same information required in the reports prep^lred by local boards of education pursuant to state laws, rules and regulations; and 3. Financial records of the school, including revenues and expenditures. ARTICLE 5 COMMITTEES 5.1 Committees. The Board of Directors, by a resolution adopted by a majority of the entire Board of Directors, may create one or more committees, consisting of one (1) or more directors. Except as otherwise limited by this Section, any committee may be delegated such authority as the Board of Directors deems desirable. However, no committee may exercise the authority of the Board of Directors to do any of the following: A. Amend the Charter B. Adopt, amend or repeal the bylaws; C. Approve a plan of merger not requiring shareholder approval; or D. Approve expenditures in excess of $5,000.00 which are not included in a budget approved by the Board of Directors. Each committee serves at the pleasure of the Board of Directors. The designation of any committee and the delegation of authority to that committee does not relieve any director of any CGLAbylaws[]]
responsibility imposed by law. 5.2 Conduct of Business. Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all meetings; a majority of the members shall constitute a quonrai unless the committee shall consist of two members, in which event one member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. Action may be taken by any committee without a meeting if all members thereof consent thereto in writing, and any writings are filed with the minutes of the proceedings of such committee. ARTICLE 6 OFFICERS 6.1 Number. The offices of the board of the corporation shall consist of a Chair, a Secretary, and such other officers as the Board of Directors may deem necessary. Any two or more offices may be held by the same person, except the offices of Chair and Secretary. 6.2 Chair. The Chair shall chair all meetings of the Board of Directors of the corporation. Subject to the provisions of these bylaws and to the direction of the Board of Directors, she shall have the responsibility for the general supervision of the Staff of the Academy. She shall have power to sign all contracts and other instruments of the corporation which are authorized and shall have general supervision and direction of all of the other officers, employees and agents of the corporation. 6.3 Secretary. The secretary shall issue all authorized notices for, and shall keep minutes of, all meetings of the Board of Directors. She shall have charge of the corporate books and shall perform such other duties as the Board of Directors may from time to time prescribe. The secretary shall also authenticate all records of the corporation when and as the need for such authentication arises. 6.4 Election and Term. The officers shall be elected by the Board of Directors at its initial meeting and thereafter at its annual meeting. Each officer serves until the expiration of the term for which she is elected and thereafter until her successor has been elected and qualified or until her earlier resignation or removal. An officer need not be a director. 6.5 Compensation. The Board of Directors may fix compensation of the officers and employees of the corporation; provided, no compensation shall be authorized or paid which violates the provisions, rules or regulations of the Internal Revenue Service for tax-exempt organizations.
ARTICLE 7 RESIGNATIONS AND REMOVAL 7.1 Resignations. Any officer or director may resign at any time by giving written notice to the corporation. Any such resignation takes effect at the time specified therein, or, if no time is specified, then upon its acceptance by the Board of Directors. 7.2 Removal of Officers. Any officer or agent may be removed by the Board of Directors at any time with or without cause. 7.3 Removal of Directors. One or more of the directors may be removed with or without cause by vote of the Board of Directors. ARTICLE 8 STAFF The Board of Directors shall have the responsibility to appoint a Superintendent who, subject to the control of the Board, shall be the chief executive officer of the school and supervise and control all of the business and affairs of the school. The Superintendent shall be appointed by the Board to serve at the pleasure of the Board; provided, that the Superintendent may be engaged to serve for a term of years subject to such terms and conditions as the Board shall adopt. The Superintendent shall, in accordance with the policies established and budget approved from time to time by the Board of Directors, appoint and remove, employ and discharge, and prescribe the duties and fix the compensation of all other agents and employees of the School. In the event of the absence of the Superintendent or said person's disability to act, the Board will appoint an Interim Superintendent. Should it be desirable to employ an Assistant Superintendent or other employee who will assvmie the authority and powers of the Superintendent in the Superintendent's absence, such individual shall be approved by the Board and any actions taken by such individual while acting in the capacity of Superintendent shall be subject to the supervision and control of the Board. ARTICLE 9 CONTRACTS. CHECKS. DEPOSITS AND FUNDS 9.1 Authorization. The Board of Directors may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation; and such authority may be general or confined to specific instances. The Board of Directors may determine all requirements relating to who may execute, and the manner of execution for, all orders for the, payment of money and evidences of indebtedness issued in the name of the corporation. 9.2 Funds. All funds of the corporation not otherwise utilized shall be deposited to the credit of the corporation in such depositories as the Board of Directors may select or as may be CGLAbyIaws[I]
designated by any agent of the corporation to whom such power is delegated by the Board of Directors. 9.3 Acceptance of Gifts. The Board of Directors, or any officer or agent of the corporation to whom such authority is delegated by the Board of Directors, may accept on behalf of the corporation any contribution, gift, bequest or devise for general purposes or for any special purpose of the corporation. 9.4 Audits. For any fiscal year, the accounts of the corporation will be audited upon the written request of any director by an independent certified public accountant, provided, however, that only one such audit shall be required pursuant to the terms of this Section. The report of the audit shall be submitted to each director. 9.5 Bond. At the direction of the Board of Directors, any officer or employee of the corporation may be bonded. The expense of fiimishing any such bond will be paid by the corporation. ARTICLE 10 NOTICES 10.1 Notices. Except as otherwise specifically provided herein or required by law, all notices required to be given to any director, officer, employee or agent shall be in writing and may in every instance be effectively given by hand delivery to the recipient thereof, by facsimile, or by other electronic transmission; by depositing such notice in the mails, postage paid; or by sending such notice by prepaid telegram or mailgram. Any such notice shall be addressed to such director, officer, employee or agent at his or her last known address as the same appears on the books of the corporation. The time when such notice is received, if hand delivered, or when such notice is dispatched if delivered through the mails or through facsimile or electronic transmission or by telegram or mailgram, shall be the time of the giving of the notice. 10.2 Waiver of Notice. Whenever any notice is required to be given to any director of the corporation, a written waiver of that notice signed by each person entitled to notice, whether signed before or after the time stated therein, is equivalent to the giving of notice. A director's attendance at a meeting waives any required notice to him of the meeting unless she objects at the beginning of the meeting (or promptly upon his arrival) to holding the meeting and does not thereafter vote for or assent to action taken at the meeting. A director's attendance at a meeting waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, imless the director objects to considering the matter when it is presented.
ARTICLE 11 STANDARDS OF CONDUCT: CONFLICTS OF INTEREST All Directors shall comply with all standards of conduct imposed by the Termessee Nonprofit Corporation Act, the Act or other applicable laws, including Tennessee Code Annotated Sections 12-4-101 and 102. The Board of Directors shall adopt a conflict of interest policy the receipt and acceptance of which shall be acknowledged by each Director. ARTICLE 12 INDEMNIFICATION 12.1 Actions Against Directors and Officers. The corporation shall indemnify, to the fullest extent permitted by the Tennessee Nonprofit Corporation Act, any individual made a party to a proceeding (as defined for piyposes of such Act) because such individual is or was a Director or officer, against liability (as defined for purposes of such Act) incurred in the proceeding, if such individual acted in a manner such individual believed in good faith to be in, or not opposed to, the best interests of the corporation and, in the case of any criminal proceeding, such individual had no reasonable cause to believe his or her conduct was unlawful. 12.2 Advancement of Expenses of Directors and Officers. The corporation shall, in advance of final disposition, pay for or reimburse the reasonable expenses incurred by a Director or officer who is a party to a proceeding if: (a) The Director or officer furnishes the corporation a written affirmation of such Director's or officer's good faith belief that he or she has met the standard of conduct set forth in Section 1 above; and (b) The Director or officer furnishes the corporation a written undertaking, executed personally or on his or her behalf to repay any advances if it is ultimately determined that he or she is not entitled to indemnification. Such written undertaking must be an unlimited general obligation of the Director or officer but need not be secured and may be accepted without reference to financial ability to make repayment. 12.3 Director and Officer Defined. For purposes of this Article, references to Director or officer shall include an individual who, while serving as a Director, officer, employee, or agent of the corporation, is or was serving at the request of the Corporation as a Director, officer, partner. Director, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise and, unless the context requires otherwise, such references shall include the estate or personal representative of the Director or officer.
ARTICLE 13 MISCELLANEOUS 13.1 Reliance upon Books, Reports and Records. Each director, each member of any committee designated by the Board of Directors, and each officer of the corporation shall, in the performance of his duties, be filly protected in relying in good faith upon the books of account or other records of the corporation, including reports made to the corporation by any of its officers, by an independent certified public accountant, or by an appraiser selected with reasonable care. 13.2 Fiscal Year. The fiscal year of the corporation shall end June 30 or shall be as fixed by the Board of Directors. ARTICLE 14 AMENDMENTS These bylaws may be amended or repealed by vote of two-thirds of the then sitting members of the Board of Directors, unless otherwise required by law.