BYLAWS OF
BELLE ISLE-BURBANK
CAMPUSES, INC.
PREAMBLE
The principal purpose of the
Corporation shall be to contract with Independent School District Number 89 of
Oklahoma County, Oklahoma (the “School District”)to create an enterprise school
encompassing the terms of the Application for Enterprise School submitted on
October 3, 1997 with all supplements and amendments thereto by the
Corporation's predecessor (the “Application”), the Committee for a Neighborhood
Middle School at Belle Isle-Burbank Campuses, as such Application was approved
by the Board of the School District on January 12, 1998.
ARTICLE I
MEMBERS
SECTION 1.
Membership: Membership in OKC ENTERPRISE MIDDLE SCHOOL AT BELLE
ISLE-BURBANK CAMPUSES, INC. (hereinafter sometimes referred to as the
“Corporation”) shall be open to any person or entity interested in promoting
the purposes and goals of the Corporation as set forth in its Articles of
Incorporation, the Application and its Mission-Value Statement.
SECTION 2.
Classifications and Dues: The Board of Directors of the Corporation
shall establish classifications of membership and the annual dues applicable to
each class and, from time-to-time, may modify such classifications and dues as
it deems necessary or appropriate; provided, each member shall be
entitled to cast only one vote, regardless of the type of membership held by
the member, whether an individual or business entity, and regardless of the
amount of annual dues payable with respect to the membership.
SECTION 3.
Annual Meeting: An annual meeting of the members, commencing with the
year 1998, shall be held during the month if September, at which the members
shall elect Directors, and transact such other business as may be properly
brought before the meeting. Posted notice of the annual meeting, stating the
place, date and hour of such meeting, shall be given to each member not less
than ten (10) days prior to the meeting, unless otherwise required by law.
SECTION 4.
Special Meetings: Special meetings of the members, for any purpose or
purposes, unless otherwise prescribed by law, may by called by the President
and shall be called by the President or Secretary at the request in writing of
a majority of the Board of Directors, or at the request in writing of a
majority of the members of the Corporation. Any such request shall state the
purpose or purposes of the proposed meeting. Posted notice of a special meeting
of the members, stating the place, date, hour and the purpose or purposes
thereof, shall be given to each member not less than ten (10) days before the
date fixed for the meeting, unless otherwise required by law. Business
transacted at any special meeting of the members shall be limited to the
purposes stated in the notice.
SECTION 5.
Quorum: A majority of the members present shall constitute a quorum at
any duly called and noticed meeting of the members of the Corporation.
ARTICLE II
BOARD OF DIRECTORS
SECTION 1.
SECTION 2.
Number, Election and Tenure: The number of Directors of the Corporation
shall be no less than eleven and not more than 15. A person must be a member of
the Corporation to serve as a Director. Directors shall be elected by a
majority vote of the members present at the annual meeting of the membership of
the Corporation. Commencing with Directors elected in 1998 and thereafter, all
Directors elected shall serve one year terms which expire each year at the
annual meeting of the membership of the Corporation. Directors elected in the
interim will serve until the next annual meeting of the Corporation. A
Director's term shall expire upon the end of the election period or sooner upon
the Director's submission of a written resignation, removal by Board action,
failure to attend three consecutive regular meetings of the Board, or death of
the Director. A Director may be removed from office by a two-thirds vote of the
Directors present at any regular meeting of the Board of Directors at which a
quorum is present. The Chairperson of the Parent-Community Network shall be an
ex-officio voting member of the Board beginning with its first annual meeting
in September 1998.
SECTION 3.
Vacancies: Any vacancy occurring on the Board of Directors may be filled
for the unexpired term by a majority vote of the- Directors present at any
meeting of the Board at which a quorum is present. The word vacancy shall also
include previously unfilled seats on the Board.
SECTION 4.
Regular Meetings: The Board of Directors may provide, by resolution, the
time and place for regular meetings of the Board of Directors without other
notice than such resolution.
SECTION 5.
Annual Meeting: There shall be an annual meeting of the Board of
Directors held each September at the same place and on the same date as, and
immediately following, the annual meeting of the membership of the Corporation.
SECTION 6.
Special Meetings: Special meetings of the Board of Directors may be
called by the President, any two Directors, or a majority of the Executive
Committee of the Board of Directors. The person or persons authorized to call
special meetings may fix the time and place for holding any special meetings
called by them.
SECTION 7.
Notice: Notice of any special meeting shall be given at least 48 hours
prior thereto by oral or written notice communicated or delivered personally to
each Director or mailed or telegraphed to each Director at his or her address
as it appears on the records of the Corporation.
SECTION 8.
Quorum: A majority of the duly elected Directors shall constitute a
quorum for the transaction of business at any meeting of the Board of
Directors, but a majority of the Directors present, though less than such
quorum, may adjourn the meeting from time-to-time without further notice, other
than announcement at the meeting, until a quorum shall be present.
SECTION 9.
Manner of Acting: 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, unless the act of a greater number is required by law or by the
Articles of Incorporation or by these Bylaws.
SECTION 10.
Advisory and Honorary Directors: In addition to the voting members of
the Board of Directors provided for above, there may be the following:
(A) Advisory
Directors may be elected annually by the Board of Directors in such number as
the Board deems appropriate. In addition to those Advisory Directors elected
annually, the school's Principal and the
(B) Honorary
Life Directors may be elected from time-to-time by the Board of Directors. Such
Honorary Life Directors shall be persons determined by the Board to be
deserving of special recognition. Such Honorary Life Directors shall not have
the right to vote at Board meetings and shall not be counted in determining
whether the maximum permitted number of 15 Directors has been exceeded.
SECTION 11.
Executive Committee:
(A) There shall
be an Executive Committee composed of all officers of the Corporation as well
as the Chairperson of the Parent Community Network. The Immediate
Past-President also shall serve as an ex-officio voting member for the year
immediately following the last year such person served as President. The
Principal, as an advisory director, shall be a non-voting member of the
Executive Committee.
(B) A majority
of the members of the Executive Committee shall constitute a quorum for the
transaction of business. The act of a majority of members of the Executive
Committee present at a meeting at which a quorum is present shall be the action
of the Executive Committee.
(C) The
Executive Committee shall adopt its own rules concerning the times and places
of its meetings and notice thereof.
(D) The
Executive Committee shall exercise all authority of the Board of Directors in
the intervals between meetings of the Board, but the Executive Committee shall
at all times be subject to the continuing direction and control of the Board.
ARTICLE III
PARENT-COMMUNITY
NETWORK AND OTHER COMMITTEES
SECTION 1.
Formation of Parent-Community Network: There shall be formed a standing
committee known as the Parent-Community Network of the OKC ENTERPRISE MIDDLE
SCHOOL AT BELLE ISLE-BURBANK CAMPUSES, INC.(the Parent-Community Network is
hereinafter referred to as “PCN”). The purposes of the PCN shall be to assist
and support the Corporation and its Board of Directors and the Principal
Director by providing human and financial resources which will promote, further
and implement the mission of the Corporation.
SECTION 2.
Number, Selection and Tenure: The Chairperson of the PCN shall be
elected at the Annual Meeting in accordance with the procedures for electing
all members of the Board of Directors of the Corporation. The Chairperson shall
coordinated the activities of the members of the PCN.
A person must be a member of the Corporation to serve in the PCN.
SECTION 3.
Other Committees: There shall be the following Standing Committees:
Admissions, Curriculum, Parent-Community Network, School Life, Building And
Equipment Issues, Finance/Budget and Fund Raising .
The Board of Directors or the President of the Corporation may create from
time-to-time such other committees as the Board of Directors or the President
may deem advisable. Each such committee shall be designated as either standing
or ad hoc and shall exercise such powers and perform such duties as may be
conferred upon it by the Board of Directors or the President, subject to the
continuing directions and control of the Board of Directors. A listing of the
Committees and their functions shall be approved and adopted as an Appendix to
these bylaws at the Annual Meeting.
ARTICLE IV
OFFICERS
SECTION 1.
Number: The principal officers of the Corporation shall be a President,
a Vice President, a Secretary and a Treasurer, each of whom shall be elected by
the Board of Directors and none of whom shall be salaried. Such other officers
and assistant officers as may be deemed necessary and proper may be elected or
appointed by the Board of Directors; provided that no individual may hold more
than one office at the same time.
SECTION 2.
Election and Term of Office: The officers of the Corporation shall be
voting Directors elected by the Directors from their number at the annual
meeting of the Board of Directors and shall serve until the next annual meeting
of the Board. An officer's term shall expire upon the end of the election
period, or sooner upon the officer's submission of a written resignation,
removal by Board action, failure to attend three consecutive regular Board
meetings, or death of the officer.
SECTION 3.
Removal: Any officer or agent elected or appointed by the Board of
Directors may be removed from office by a two-thirds vote of the Directors
present at any regular meeting of the Board of Directors at which a quorum is
present.
SECTION 4.
Vacancies: A vacancy in any office shall occur by reason of death,
removal, disqualification or otherwise. Any such vacancy shall be filled by a
majority vote of the Board of Directors for the unexpired portion of the term.
SECTION 5.
President: The President shall be the principal executive officer of the
Corporation and, subject to the control of the Board of Directors, shall
supervise and control of the business and affairs of the Corporation. He or she
shall, when present, preside at all meetings of the membership, the Directors
and the Executive Committee. The President shall appoint the chairperson of
each committee provided for by these Bylaws or designated by the Board of
Directors. Upon authorization by the Board of Directors, the President shall
have the authority to appoint agents of the Corporation and to prescribe their
powers, duties and compensation commensurate with such authority. The immediate
past President shall serve as an ex-officio voting member of the Executive
Committee for one year immediately following the last year such person served
as President.
SECTION 6.
Vice President: The Vice President shall, in absence of the President or
in the event of the President's death, inability or refusal to act, perform the
duties of the President, and when so acting shall have all the powers of, and
be subject to all restrictions upon the President. The Vice President shall
perform such other duties as from time-to-time may be assigned by the President
or by the Board of Directors.
SECTION 7.
Secretary: The Secretary shall:
(A) keep the minutes of the meetings of the member, the Board of
Directors and the Executive Committee in one or more books provided for that
purpose;
(B) see that all notices are duly given in accordance the
provisions of these Bylaws or as required by law;
(C) be custodian of the corporate records and the seal of the
Corporation and see that the seal is affixed to duly authorized documents;
(D) keep registers of the names and addresses, of all members,
Directors and officers;
(E) in general perform all duties incident to the office of
Secretary and such other duties as from time-to-time may be assigned by the
President.
SECTION 8.
Treasurer: The Treasurer shall:
(A) have charge
and custody of and be responsible for all funds and securities of the
Corporation (including without limitation all funds received, generated or
expended by or through the Parent-Community Network or other committees of the
Corporation, receive and give receipts for moneys due and payable to the Corporation,
from any source whatsoever, and deposit or arrange for the deposit of all such
moneys in the name of the Corporation in such banks, trust companies or
depositories as shall be selected in accordance with the provisions of Article
V of these Bylaws;
(B) authorize and designate one or more assistants, with the
approval of the Executive Committee, to sign checks the Corporation under the
direction of the Treasurer;
(C) provide 'the Executive Committee and the Board with
information as to the Corporation's financial position;
(D) in general perform all of the duties in incident to office
of Treasurer and such other duties as from time-to-time may be assigned to him
or her by the President. The Board of Directors may require the Treasurer to
give bond for the faithful discharge of his or her duties in such sum and with
such sureties as the Board of Directors shall determine.
ARTICLE V
CONTRACTS, LOANS,
CHECKS AND DEPOSITS
SECTION 1.
Contracts: By general or specific instructions, the Board of Directors
may authorize any officer or officers, agent or agents, to enter into any
lawful contract or to execute and deliver any instrument in the name of and on
behalf of the Corporation.
SECTION 2.
Loans: No loans shall be contracted on behalf of the Corporation and no
evidences of indebtedness shall be issued in its name unless authorized by a
resolution of the Board of Directors.
SECTION 3.
Checks, Drafts, etc.: All checks, drafts or other orders for the payment
of money and all notes or other evidences of indebtedness issued in the name of
the Corporation shall he signed by such officers, agent or agents of the
Corporation, and in such manner as shall from time-to-time be determined by
resolution of the Board of Directors or the Executive Committee thereof.
SECTION 4.
Deposits: All funds of the Corporation not otherwise employed shall be
deposited from time-to-time in the name of the Corporation in such banks, trust
companies, or other depositories as the Board of Directors or the Executive
Committee thereof may direct.
ARTICLE VI
AMENDMENTS
SECTION 1.
General Amendments. These Bylaws may he amended
or repealed, and new Bylaws may be adopted, by two-thirds of the members
present at an annual or special meeting of the members.
SECTION 2.
Specific Amendments on Tenets of
ARTICLE VII
INDEMNIFICATION OF DIRECTORS,
OFFICERS AND
EMPLOYEES
As used in this Article VII, any
word or words defined in Section 1031 of the Oklahoma General Corporation Act,
as amended from time-to-time (the "Indemnification section"), shall
have the same meaning as provided in the Indemnification Section. The
Corporation shall indemnify and advance expenses to a director, officer or
full-time employee of the Corporation in connection with a proceeding to the
fullest extent permitted by and in accordance with the Indemnification Section.
With respect to an agent other than a director or full-time employee of the
Corporation, the Corporation may, as determined by the Board of Directors of
the Corporation, indemnify and advance expenses to such employee or agent in
connection with a proceeding to the extent permitted by and in accordance with
the Indemnification Section.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the
Corporation shall begin on the day of July in each year and end an the last day of
ARTICLE IX
PARLIAMENTARY
AUTHORITY
The most recent edition of Robert's
Rules of Order shall be the authority on all questions of parliamentary
procedure that may arise at meetings of the membership, the Board of Directors,
the Executive Committee and other committees of the Corporation, unless the
same conflict with these Bylaws, the Articles of Incorporation of this
Corporation, or applicable law.
THE AMENDMENTS WERE APPROVED AT THE SPECIAL MEETING OF THE
MEMBERSHIP ON
AMENDMENTS TO ARTICLE I, SECTION 3 AND
ARTICLE II, SECTION 5 OF THE BYLAWS
CONCERNING THE ANNUAL MEETING OF THE MEMBERS
AND THE BOARD OF DIRECTORS
ARTICLE I, SECTION 3. Annual Meeting:
An
annual meeting of the members, commencing with the year 1998, shall be held
thirty (30) days from the start of school, at which the members shall elect
Directors, and transact such other business as may be properly brought before
the meeting. Posted notice of the annual meeting, stating the place, date and
hour of such meeting, shall be given to each member not less than ten (10) days
prior to the meeting, unless otherwise required by law.
ARTICLE II, SECTION 5. Annual Meeting:
There shall be an annual meeting of
the Board of Directors held (30) days from the start of school at the same
place and on the same date as, and immediately following, the annual meeting of
the membership of the Corporation.