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BYLAWS OF PARTNERSHIP FOR ARTS AT THE CORE OF EDUCATION, INC.
ARTICLE I Offices
1.1 Principal Office. The principal office of the Corporation shall be located at 110 Broadway. Black Mountain, North Carolina, or at such other location designated by the Board of Directors.
1.2 Registered Office. The registered office of the Corporation required by law to be maintained in the State of North Carolina may be; but need not be, identical with the principal otTIce.
1.3 Other Offices. The Corporation may have offices at such other places, either \\;thin or without the State of North Carolina, as the Board of Directors may designate or as the affairs of the Corporation may require ITom time to time.
ARTICLE II Members
2.1 Members. The Corporation shall not have voting members.
ARTICLE III Board of Directors
3.1 General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors. Except as otherwise expressly provided by law, the Articles of Incorporation, or these Bylaws, all of the power of the Corporation shall be vested in the Board of Directors. The ultimate purpose of the Board of Directors is to safeguard the existence, values and philosophy as stated in the charter of Partnership for Art at the Core of Education, Inc. The Board is responsible for maintaining the integrity of the education offered by the School run by the Board, insuring the future of the School, and enhancing the School's reputation in the community. The specific duties of the Board of Directors shall include, but not be limited to:
a. final approval of personnel based on recommendation of the Staff Selection Committee, or any similar committee appointed and charged with such tasks;
b. Reviewing and evaluating the School on an Annual basis;
c. Reviewing the administrative, academic and financial policies on a regular basis and ensuring the financial health of the organization;
d. Keeping a complete record of all meetings and actions and making such records available to all interested parties upon reasonable request;
e. Insuring that the School's affairs are conducted consistent with the purposes of the corporation and the laws of the United States and the State of North Carolina; and
f. The Board shall be the final authority in resolving grievances by parents and.or guardians. teachers or other staff. In resolving such grievances. the Board shall first attempt to settle the dispute by mediation, and may secure professional mediation services for that purpose.
3.2 Number. Term. and Qualifications. The number of directors constituting the Board of Directors shall be at least three (3) and no more than twelve (12). The number of Directors may be changed by a two-thirds vote of the Directors then serving. No decrease in number shall have the effect of shortening the term of any incumbent Director. Each director shall hold office until his death, resignation, retirement, removal, disqualification, or his successor shall have been elected and qualified. Directors need not be residents of the State of North Carolina.
3.3 Election of Directors. Directors shall be elected at any annual or special meeting of the Board of Directors by a vote of a majority of the directors then in office. The election of directors shall be a part of the order of business at each annual meeting of the Board of Directors. Each director elected shall hold office until the next annual meeting of the Board of Directors and until his successor is elected and qualifies.
3.4 Removal. Directors may be removed ftom office at any time with or without cause by the directors by such vote as would be required to elect a member of the Board of Directors.
3.5 Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors even though less than a quorum, or by the sole remaining director. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
3.6 Chairman of the Board. There shall be a Chairman and Vice-Chairman of the Board of Directors elected by the directors trom their number at any meeting of the Board of Directors. The Chairman, or in his absence the Vice-Chairman, shall preside at all meetings of the Board of Directors, and each shall perform such other duties as may be directed by the Board of Directors.
3.7 Compensation. The Board of Directors may not compensate directors for their services as such, but may provide for the payment of any or all expenses incurred by directors in attending regular and special meetings of the Board of Directors.
3.8 Conflict of Interest. All Board members shall be given a copy of North Carolina General Statutes ~55-8-31 (Director Conflict of Interest), and shall abide by it and all applicable statutes. Additionally, members of one household may not concurrently serve on the Board of Director; only one member of a family at a time, by virtue of blood relation, marriage or sharing living quarters shall serve as a Board member. Should a conflict of interest arise, the conflicted member shall abstain trom voting and leave the premises until the issue is decided. No staff member who happens to be a member of the Board of Directors shall vote on any hiring, firing or salary issues.
ARTICLE IV Meetings of Directors
4.1 Annual Meetings. The annual meeting of the Board of Directors shall be held in August of each year on a date selected by the Directors, at anyplace chosen by the Directors, for the purpose of electing directors and officers of the Corporation and for the transaction of any other business properly before the Board of Directors.
4.2 Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairman or any two directors.
4.3 Place of Meetings. The annual or any special meeting of the Board of Directors may be held at the principal office of the Corporation or at such other place, either within or without the State of North Carolina, as shall be designated in the notice of the meeting or in a waiver of notice of the meeting signed by all the Directors then in office.
4.4 Notice of Meetings. The Secretary shall give notice of each annual meeting of the Board of Directors by mailing such notice to each director at least ten days before the meeting. The Chairnan or other persons calling a special meeting of the Board of Directors shall give notice thereof (or cause the Secretary to give notice) by mailing such notice to each director at least three days before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a meeting of the Board of Directors, except as otherwise provided by law or these Bylaws.
4.5 Waiver of Notice. Any director may waive notice of any meeting, either before or after the meeting. Written waivers of notice shall be filed by the Secretary with the corporate records or as part of the minutes of the meeting. The attendance by a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
4.6 Quorum. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business at any meeting of the Board of. pirectors, except as otherwise provided in these By-laws.
4.7 Manner of Acting. Except as otherwise provided in these Bylaws, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
4.8 Presumption of Assent. A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting, or promptly upon his arrival, to holding it or transacting business at the meeting, or his dissent or abstention from the action is otherwise entered in the minutes of the meeting, or unless he either files his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or forwards his written dissent by registered mail' to the Secretary of the Corporation immediately
after the adjournment of the meeting. The right to dissent is not available to a director who voted in fa\'or of such action.
4.9 Informal Action by Directors. Action taken by a majority of the directors without a meeting is nevertheless action of the Board of Directors if written consent to the action in question is signed by all of the directors and filed with the minutes of the proceedings of the Board of Directors, whether done before or after the action so taken.
4.10 Participation by Telephone. Anyone or more directors may participate in a meeting of the Board of Directors by means of a conference telephone or similar communications device that allows all persons participating in the meeting to hear each other. Participation by these means shall be deemed presence in person at the meeting.
ARTICLE V Officers
5.1 Officers of the Corporation. The officers of the Corporation shall consist of a President, a Secretary, and a Treasurer. Other officers, including one or more Vice-Presidents (whose seniority and titles, including Executive Vice-Presidents and Senior Vice-Presidents, may be specified by the Board of Directors), Assistant Secretaries, and Assistant Treasurers, may from time to time be elected by the Board of Directors. Any two or more offices, except President and Secretary, may be held by the same person. No officer may act in more than one capacity where the actions of two or more officers are required.
5.2 Election and Term. The officers of the Corporation shall be elected by the Board of Directors, and each officer shall hold office until his death, resignation, retir~ent, removal, or disqualification or until his successor shall have been elected and qualified.
5.3 Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation \vill be served thereby.
5.4 Bonds. The Board of Directors may by resolution require any officer, agent, or employee of the Corporation to give bond to the Corporation, with sufficient sureties,. conditioned on the faithful performance of the duties of his respective office or position, and to comply with such other conditions as may ftom time to time be required by the Board of Directors.
5.5 President. The President shall be the chief executive officer of the Corporation and shall be primarily responsible for the implementation of policies of the Board of Directors. He shall have authority over the general management of the Corporation in accordance with these Bylaws, subject only to the ultimate authority of the Board of Directors. He may sign and execute instruments in the name of the Corporation except in cases where the signing and the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law otherwise to be signed or executed. In addition, he shall perform all duties incident to the office of the President and such other duties as from time to time may be assigned to him by the Board of Directors.
5.6 Vice-Presidents. Each Vice-President. if any, shall have such powers and duties as may tfom time to time be assigned to him by the Board of Directors. Any Vice-President may sign and execute in the name of the Corporation instruments authorized by the Board of Directors, except where the signing and execution of such documents shall be expressly delegated by the Board of Directors or the President to some other officer or agent of the Corporation or shall be required by law otherwise to be signed or executed. In the absence of the President or in the event of his death, inability, or refusal to act, the Vice-Presidents in the order of their length of service as Vice-Presidents, unless otherwise determined by the Board of Directors, shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the resnictions upon the President.
5.7 Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors. He shall keep all minutes of all such meetings in books designated for those purposes. The Secretary shall see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law. He shall have charge of the books, records, and papers of the Corporation. He shall have custody of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized, and shall sign such instruments as may require his signature. He shall in general perform all duties incident to the office of Secretary and such other duties as ftom time to time may be assigned to him by the Chairman, by the Board of Directors, or by these Bylaws.
5.8 Assistant Secretaries. In the absence of the Secretary or in the event of his death, inability, or refusal to act, any Assistant Secretary designated by the Chairman, unless othm\ise determined by the Board of Directors, shall perform the duties of the Secretary and when so acting shall have all the powers of and be subject to all the restrictions upon the Secretary. The Assistant Secretaries shall perform such other duties as may be assigned to them by the Secretary, by the Chairman, or by the Board of Directors. Any Assistant Secretary may sign, with the President or a Vice-President, documents authorized to be signed by the Secretary.
5.9 Treasurer. The Treasurer shall have charge of and be responsible for all funds and securities, receipts, and disbursements of the Corporation, and shall deposit all monies and securities of the Corporation in such banks and depositories as shall be designated by the Board of . Directors, provided that the Board of Directors may appoint a custodian or depository for any such funds or securities, and the Board of Directors may designate those persons upon whose signature or authority such funds may be disbursed. He shall be responsible (i) for maintaining adequate financial accounts and records in accordance with generally accepted accounting practices; (ii) for the preparation of appropriate operating budgets and financial statements; and (iii) for the preparation and filing of all tax returns required by law.
5.10 Assistant Treasurers. In the absence of the Treasurer or in the event of his death, inability, or refusal to act, any Assistant Treasurer designated by the Chairman, unless othmvise determined by the Board of Directors, shall perform the duties of the Treasurer, and when so acting shall have all the powers of and be subject to all the resnictions upon the Treasurer. They shall perform such other duties as may be assigned to them by the Treasurer, by the Chairman, or by the Board of Directors.
5.11 Validity of Signatures. In case any person whose signature shall appear on JIlY bond, note, or other evidence of indebtedness of the Corporation shall cease to be an officer or hold an office different ftom that held at the time of signature before the delivery of such instrument, such signature shall nevertheless be valid and sufficient for all purposes the same as if he had remained in such office until such delivery.
ARTICLE VI Indebtedness
No indebtedness of the Corporation in excess of $1 0,000 shall be incurred other than in the normal course of business, except as may be approved by resolution adopted by a majority of the directors in office.
Any or all of such indebtedness may be represented by notes, debentures, bonds, or other securities, either unsecured or secured by, or issued under, a mortgage, trust indenture, or otherwise, and may be issued at such times and upon such terms as the Board of Directors shall detennine.
ARTICLE VII Contracts, Loans, Checks, and Deposits
7.1 Contracts. The Board of Directors may authorize any officer or officers, agent or agents, 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.
7.2 Loans. No loans shall be contracted on behalf of the Corporation, and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
7.3 Checks and Drafts. All checks, drafts, or other orders for the payment of money, issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents, or employee or employees of the Corporation and in such manner, including facsimile signatures, as shall from time to time be determined by resolution of the Board of Directors.". .
7.4 Deposits. All funds of the Corporation not otherwise employed shall be deposited ftom time to time to the credit of the Corporation in such depositories as the Board of Directors may select. .
ARTICLE VIII General Provisions
8.1 Seal. The corporate seal of the Corporation shall contain the name of the Corporation and shall be in such form as approved by the Board of Directors.
8.2 Waiver of Notice. Whenever any notice is required to be given to any director by law, by the Articles of Incorporation, or by these Bylaws, a waiver thereof in writing signed by the director or directors entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.
8.3 Indemnification. The Corporation shall indemnify its officers and directors to the maximum extent required or permitted by Part 5 of Article 8 of Chapter 55A of the General Statutes of North Carolina as ftom time to time amended, and such officers and directors shall be deemed to have relied upon this Part.
8.4 Fiscal Year. The fiscal year of the Corporation shall be as fixed by the Board of Directors.
8.5 Amendment of Bylaws. Except as otherwise provided by law, by the Articles of Incorporation or herein, these Bylaws may be amended or repealed and new Bylaws may be adopted by the affirmative vote of a majority of the directors then holding office at any annual or special meeting of the Board of Directors; provided, however, that notice of the proposed action shall have been included in the notice of the meeting or shall have been waived as provided in these Bylaws.
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