Minnesota Association of Charter Schools Bylaws (Revised)

Minnesota Association of Charter Schools Bylaws (Revised) ARTICLE I NAME, PURPOSE The name of the organization shall be the Minnesota Association of Charter Schools. The Minnesota Association of Charter Schools was formed to promote innovation, quality, choice and accountability in public education by promoting the charter schools in Minnesota. ARTICLE II. MEMBERSHIP Membership. Membership in the Association shall be open to any organization or individual that supports the purpose of the Association, as defined in the Articles of Incorporation, Bylaws and Mission Statement of the Association. Voting Membership. Voting membership shall be open to any operating charter school that supports the purpose of the Association, fulfills the criteria for membership and pays its membership dues. Section 3 The voting representative of the operating charter school shall be the school director, unless another individual is designated by the school s official representative. The board of a member school is responsible for notifying the MACS Executive Director of the change in that designation. Membership dues for voting members shall become due and payable on the first day of the membership year. The membership year for voting members shall be July 1, - June 30th or January 1, - December 31st. Any member school which fails to pay its membership dues by June 30th or December 31st of the membership year shall cease to be a member and shall lose its rights and privileges as a member. Section 5 Associate Membership. The Board of Directors shall have the authority to establish and define categories, terms and conditions of non-voting Associate Membership. ARTICLE III. MEETINGS OF THE MEMBERS Annual Meeting. The Annual Meeting of the members of this Association shall be held at a time and place designated by the Board of Directors. Notice of the time and place shall be communicated by the Executive Director to each member at least thirty (30) days in advance of the meeting. The official representative of the voting members shall be present in order to cast a vote on any matters at the meeting. Special Meetings. Special Meetings of voting members of the Association may be called by the Board Chair, or a simple majority of the Board of Directors, or by a majority of the Executive Committee, or a petition signed by at least twenty percent (20%) of the voting members. Notice of any Special Meeting shall be communicated to each voting member of the Association at least fifteen (15) days in advance of that meeting. The notice shall state the object of the meeting and the subject(s) to be considered. 1

Section 3 Special Meetings Voting. Voting members may cast a proxy ballot on the subject(s) that are to be considered at the Special Meeting. Casting a proxy ballot will indicate that the voting member school was present at the meeting. The Executive Director shall implement procedures to facilitate proxy voting in accordance with policies established by the Board of Directors. Ratification Votes and Elections Without a Special Meeting. The Board of Directors may submit issues for ratification or hold elections for the Board by proxy ballot without the call of a Special Meeting. The Board of Directors board shall certify the results of a proxy ballot held under this section at the next meeting after the close of the voting period. Section 5 Quorum. Thirty percent (30%) of the eligible voting members shall constitute a quorum for the Annual Meeting, Special Meetings, ratifications and elections. A proxy ballot appropriately received prior to the date of a Special Meeting or the closing date of a ratification vote or election shall be counted towards the quorum for Special Meetings, ratifications and elections. ARTICLE IV. BOARD OF DIRECTORS Board Role. The Board of Directors is responsible for the overall policy and direction of the Association and delegates responsibility for the day-to-day operations of the Association to the Executive Director. Board Size and Composition. The Board of Directors shall be composed of nine members. Six (6) of the nine (9) members shall be selected by the voting members of the Association. These members of the Board of Directors shall be representatives from member schools. Three (3) at-large community members shall be elected by the current members of the Board of Directors. The three (3) at-large community members shall be individuals with expertise, skills and networks that will aid the Association and charter school movement. Individuals elected to these positions may not be in the employment of, under contract to, or serve on the Board of Directors of any individual charter school. An individual that serves an authorizer liaison is eligible to serve as a community member. Section 3 Board Compensation. The Board of Directors shall receive no compensation other than expenses covered by board policy. Terms of Office. The terms of office shall begin on July 1 st and run through June 30 th. Board members shall serve two (2) year terms. No individual board member shall serve more than three two (2) year terms without a break in service. 2

Section 5. Election Procedures. Voting Membership Board Members There shall be two methods for individuals being on the ballot, nomination by the Board Recruitment and Governance Committee or by an individual gathering of signatures. The Board Recruitment and Development Committee shall be responsible for nominating a slate of member representatives to be chosen each year, seeking to preserve the diversity, geography and balance necessary to enable the Association to provide policy guidance on the broad spectrum of charter school issues. The slate of nominees presented by the Board Recruitment and Development Committee must be from member schools in good standing of the Association. The nominees may be the school director, other administrative staff, teachers and/or board members. In addition to the slate of nominees presented by the Board Recruitment and Development Committee, any individual from a member school may become a nominee by obtaining signatures on a nomination petition from ten percent (10%) of the voting members of the Association who move his or her nomination. The election shall be held in accordance with the election policy and procedures established by the Board of Directors. Section 6 At-Large Board Members. The six (6) board members elected by the voting members of the Association shall elect three (3) individuals from the community to serve as the at-large members of the board. The Board Recruitment and Development Committee will be responsible to recommend nominees for At-Large positions for an election by the board at the final board meeting after the member representative election. Section 7 Officers and Duties. There shall be three (3) officers of the board, consisting of the Board Chair, Secretary and Treasurer. The officers shall be elected by the board at the first meeting of the board after July 1 st and shall serve until their duly elected successors have been elected by the board. The duties of the officers are as follow: The Board Chair. The Board Chair shall convene board meetings, the meetings of the membership, shall preside or arrange for the other members of the Executive Committee to preside at meetings in the following order: Secretary and Treasurer. The Board Chair shall develop the agenda for board meetings with the Executive Director and serve as the official spokesperson of the Board of Directors. The Secretary. The Secretary shall be responsible for keeping board actions, including overseeing the taking of minutes at all board meetings, meeting announcements and assuring that corporate records are maintained. 3

The Treasurer. The Treasurer shall make a report at each board meeting. The treasurer shall chair the Finance Committee, assist in the preparation of the budget, help develop fund raising plans, oversee the audit process and ensure that corporate financial records are maintained and appropriate financial reports are filed with government agencies. Section 8 Vacancies. When a vacancy on the board exists, nominations for new members may be received from present board members and member schools by the Secretary. These nominations shall be forwarded to the Board Recruitment and Development Committee for consideration. The Committee shall make a recommendation(s) for consideration at a board meeting. Vacancies shall be filled within ninety (90) days of the vacancy. The Board shall elect a nominee for the vacancy and all vacancy appointments shall be to the end of the particular board member s term. Section 9 Resignations, Terminations and Absences. Resignation from the board must be in writing and received by the Secretary. The school representative board members must represent a voting member school. If a member organization notifies the board that their representative, who serves on the board, no longer represents the member organization, this person is no longer eligible to be one (1) of the membership representatives on the board. If a member school notifies the board that they are not continuing their membership in the Association, their representative on the board is no longer eligible to serve as one (1) of the membership representatives on the board. A board member shall be automatically removed from the board if he or she has two (2) unexcused absences from board meetings in a year. This board shall determine if an absence is excused. A board member may be removed for other reasons three-fourths (3/4) vote of its remaining directors. 0 1 Meetings. The board shall set the time and place of its meetings. Agendas and materials for regularly scheduled meetings shall be communicated in writing at least five (5) days in advance. Special Meetings. Special Meetings of the board shall be called upon the requests of the Chair or one-third (1/3) of the board. Notice of Special Meetings and the agenda shall be communicated in writing to each board member no less than three (3) days in advance. Any action that is proper for consideration for a Special Meeting may be conducted by a conference call meeting with the required advance notice. 2 A quorum at Board of Directors meetings shall be fifty percent (50%) plus one of the members. 4

ARTICLE V. COMMITTEES The board may create committees as needed. All committees are to be given a written charge by the board that outlines the committee duties, membership and accountability. Board and Member Committees. There may be Board or Member committees. A Board Committee is defined as a committee whose primary purpose is related to the corporate responsibilities of the board and is composed primarily of board members. A Member Committee is defined as a committee whose primary purpose is related to the issues and services of the membership and the charter school movement. Section 3 Standing Board Committees. There shall be three (3) Standing Board Committees; Executive Committee, Board Recruitment and Development Committee and Finance Committee. Executive Committee. The three (3) officers of the board serve as the Executive Committee. The Executive Committee shall have all of the power and authority of the Board of Directors, except for the power to amend the Articles of Incorporation and Bylaws in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors. The Executive Committee shall serve as the Personnel Committee oversee the hiring and annual review of the Executive Director. Section 5 Finance Committee. The Finance Committee shall be a standing committee of the board with the following responsibilities: 1. Participate in the development of the annual budget and monitor the implementation of the budget. 2. Recommend auditor to the board to do the annual audit, the IRS 990 form and the Attorney General s charitable report. 3. Develop a long-range development and fundraising plan for the Board s consideration and monitor implementation of the plan. 4. Review the annual report done by the auditor. 5. Develop, review and evaluate the financial policies of the organization and make recommendations to the board. Section 6 Section 7 Board Recruitment and Development Committee. A Board Recruitment and Development Committee shall be appointed by this board. The Committee shall have at least two (2) board members, with the Executive Director serving as an ex-officio committee member. Committee members shall serve one (1) year terms. The Committee shall be responsible for developing nominees for board elections, board committees and planning for board trainings and leadership development. Program and Activities Committees. Program and Activities Committees composed of individuals from member institutions and associate members may be established by board policy or resolution. The board shall establish standing committees that deal with public policy and grassroots advocacy and another with teacher relicensure. 5

ARTICLE VI. DIRECTOR AND STAFF Executive Director. The Executive Director is hired by the board. The Executive Director has day-to-day responsibility for the Association, including carrying out the Association s goals and board policy. Staff. The Executive Director hires, supervises and evaluates all other staff of the Association. ARTICLE VII. FINANCIAL MATTERS Fiscal Year. The fiscal year of the corporation shall begin on the first (1 st ) day of July and end on the thirtieth (30 th ) of June of the following year. Financial Review or Audit of Finances. The Board of Directors of the corporation shall provide for a financial review or audit of all its resources and expenditures in accordance with MN Statutes and board policy. A full report of the financial review or audit and the financial status of the corporation shall be furnished to the membership. ARTICLE VIII. AMENDMENTS These bylaws may be amended when necessary by a two-thirds (2/3) majority of the Board of Directors. Adopted Date: September 27, 2005 Adopted By: MACS Board of Directors Amended Date: August 19, 2009 Amended By: MACS Board of Directors Amended Date: September 28, 2011 Amended By: MACS Board of Directors Amended Date: February 13, 2013 Amended By: MACS Board of Directors Effective Date: July 1, 2013 6