MOUNTAIN SUNRISE ACADEMY
A UTAH NONPROFIT CORPORATION
ARTICLE I: NAME AND PURPOSE
The name of the corporation is the Mountain Sunrise Academy (hereinafter “the Corporation”).
Purpose: The purposes of the Corporation shall be to act and operate exclusively as a nonprofit corporation pursuant to the laws of the State of Utah, and to act and operate a public charter school in the manner as determined by the Board of Directors and included here; to engage in any and all activities and pursuits, and to support or assist such other organizations, as may be reasonably related to the foregoing and following purposes; to provide programs, instruction and materials to encourage, support and facilitate student learning and development; to admit students of any race, color, national or ethnic origin to all of the rights, privileges, programs, and activities generally accorded or made available to students at the school.
The corporation shall not discriminate on the basis of race, color, religious affiliation, gender, national or ethnic origin in the administration of its policies, admissions, scholarship or loan programs, employment practices or any other school administered program.
ARTICLE II: OFFICES
The corporation may have such offices whether within or without the State of Utah, as the Board of Directors may determine or as the affairs of the Corporation may require from time to time.
The Corporation shall have and continuously maintain in the State of Utah a registered office, and a registered agent, as required by the Utah Revised Nonprofit Corporation Act. The registered office may be, but need not be, identical with the principal office and the address of the registered office may be change from time to time by the Board of Directors.
ARTICLE III: BOARD OF DIRECTORS
Section A. Powers.
The Board of Directors hereinafter called the “Charter Council” shall conduct or direct the affairs of the Corporation and exercise its powers, subject to applicable education law, not-for-profit corporation law, the Corporation’s State School Charter and these Bylaws. The Charter Council is the final decision-making body of the school. The Charter Council may delegate the management of the activities of the Corporation to others, so long as the affairs of the Corporation are managed, and its powers are exercised, under the Charter Council’s ultimate jurisdiction. Without limiting the generality of the powers hereby granted to the Charter Council, but subject to the same limitations, the Charter Council shall have all the powers enumerated in these Bylaws, and the following specific powers:
1. to elect and remove members of the Charter Council;
2. to select and remove officers, committee members, service providers and the executive director of the school; to prescribe powers and duties for them; and to fix their compensation;
3. to conduct, manage and control the affairs and activities of the Corporation, and to make rules and regulations;
4. to enter into contracts, leases and other agreements which are, in the Charter Council’s judgment, necessary or desirable in obtaining the purposes of promoting the interests of the Corporation;
5. to carry on the business of operating a charter school and apply any surplus that results from the business activity to any activity in which the Corporation may engage;
6. to act as trustee under any trust incidental to the Corporation's purposes, and to receive, hold, administer, exchange and expend funds and property subject to such a trust;
7. to acquire real or personal property, by purchase, exchange, lease, gift, devise, bequest, or otherwise, and to hold, improve, lease, sublease, mortgage, transfer in trust, encumber, convey or otherwise dispose of such property;
8. to borrow money, incur debt, and to execute and deliver promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations and other evidences of debt and securities;
9. to lend money received only from private sources and to accept conditional or unconditional promissory notes therefore, whether interest or non-interest bearing, or secured or unsecured; and
10. to indemnify and maintain insurance on behalf of any the Charter Council members, officers, employees or agents for liability asserted against or incurred by such person in such capacity or arising out of such person's status as such, subject to the provisions of the Utah Not-for-Profit Corporation Law and the limitations noted in these Bylaws.
Section B. Charter Council Members.
The number of Charter Council members of the Corporation shall be not fewer than five or more than nine. The Charter Council shall fix the exact number of members, within these limits, by board resolution or amendment of the Bylaws.
1. Additional Members. The Charter Council values and promotes collaboration with faculty, staff, and parents. To this end, the Charter Council will also consist of the Parent Council Chair, 2 parents of children in the school, and 2 community members who are professionals in fields aligned with, and/or supportive of public Waldorf elementary and secondary charter school education.
2. Ad Hoc Members. The School Administrator/Director, Faculty Chair and 1 other faculty member will serve as ad hoc members. Ad hoc members will not have voting rights.
Section C. Appointment of Charter Council Members.
1. Appointment. The Charter Council shall constitute itself by appointing
individuals to serve, consistent with the provisions of the Articles of Incorporation and these Bylaws.
2. Term of Office. The initial Charter Council members shall be assigned to one-, two-, or three-year terms so that roughly one third of the Charter Council shall be up for reelection in any given year. Following their initial terms, Charter Council members may serve two (2) year terms.
3. Tenure. Each regular Charter Council member shall serve for a term of three years, with continuous service not to exceed two consecutive terms. The foregoing to the contrary notwithstanding, Charter Council members shall serve until their successors have been duly elected and qualified, unless they shall resign, become disqualified, disabled or shall otherwise be removed.
Section D. Removal of a Charter Council Member.
Any officer, agent, or Charter Council member may be removed, either with or without cause, by the Charter Council. Any and all officers are employees at will and serve at the will of the Charter Council, committee or officer who appointed such officer unless such officer serves pursuant to a mutually executed written contract.
Section E. Resignation of a Charter Council Member.
Any Charter Council member may resign by giving written notice to the Charter Council president or secretary. The resignation is effective upon receipt of such notice, or at any later date specified in the notice. The acceptance of a resignation by the Charter Council president or secretary shall not be necessary.
Section F. Vacancies.
A vacancy is deemed to occur on the effective date of the resignation of a Charter Council member, upon the declaration of vacancy pursuant to these Bylaws, or upon a member's death. A vacancy is also deemed to exist upon the increase by the Charter Council of the authorized number of Charter Council members.
Section G. Compensation of Charter Council Members.
Charter Council members shall serve without compensation. However, the Charter Council may approve reimbursement of actual and necessary expenses while conducting corporation business in accord with the set budget and imposed limits for such activities.
ARTICLE IV: Utah Open and Public Meetings Act (Utah Code Title 52 Chapter 04)
Official meetings of the corporation will be regulated by the rules as set forth in the Utah Open and Public Meetings Act. Meetings may be in person or electronic.
Section A. Annual Charter Council Meetings.
An annual meeting of the Charter Council shall be held during the month of August.
ARTICLE V: ACTION BY THE CHARTER COUNCIL
Section A. Quorum. A majority of the Charter Council members then serving at the time of a meeting shall constitute a quorum for the transaction of any business or of any specified item of business at any meeting of the Charter Council.
Section B. Manner of Acting. The act of a majority of the Charter Council present at a meeting at which a quorum is present shall be an act of the Charter Council.
Section C. Action by the Charter Council.
1. Actions Taken at Charter Council Meetings. Except as otherwise provided by statute or by these Bylaws, the vote of a majority of the Council present at the time of the vote, shall be the act of the Charter Council. If at any meeting of the Charter Council there shall be less than a quorum present, the Charter Council members present may adjourn the meeting until a quorum is obtained.
2. Charter Council Participation by Other Means. In all events, a quorum of the Charter Council must be present to lawfully conduct a Charter Council meeting of the Corporation. Charter Council members may participate by means of video-conferencing or by virtue of other electronic means and may be counted toward achieving a quorum provided all directors participating in such meeting are able to hear one another and there is no objection from any Charter Council member.
Section D. Committees.
1. Committees may be established at any time as deemed necessary by a majority vote of the Charter Council in order to carry out the objectives and purposes of the Corporation. Such committees shall exist for the period required to accomplish their respective objectives, but in no case for longer than specified by the Charter Council when such committees are created unless extended by the Charter Council.
2. Standing Committees. The Charter Council may organize one or more standing committees. Volunteers may chair committees. Not all committee members need to be Council members.
3. Administrative Committees. The Charter Council may authorize the School Administrator/Director to establish "administrative committees", both "standing" and "ad hoc" as may be needed to ensure the smooth running of the school.
4. Resignation and Removal. Any member of any Committee or Council may resign at any time by giving notice to the chair of the affected Committee or Council. Such resignation need not be accepted to be effective. Further, any member of any Committee or Council may be removed either with or without cause, by the Charter Council.
5. No committee member shall have or exercise the authority, or any part thereof, of the Charter Council in the management of the Corporation.
Section E. Standard of Care.
1. Performance of Duties. Each Charter Council member shall perform all duties in good faith and with that degree of diligence, care and skill, including reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances.
2. Reliance on Others. In performing the duties of a Charter Council member, each shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, presented or prepared by:
a. one or more officers or employees of the Corporation whom a Council member believes to be reliable and competent in the matters presented;
b. legal counsel, public accountants or other persons as to matters that the director believes are within that person's professional or expert competence; or
c. a Charter Council committee on which the Charter Council member does not serve, as to matters within its designated authority, provided the Charter Council member believes the committee merits confidence, and after reasonable inquiry when the need is indicated by the circumstances, and without knowledge that would cause such reliance to be unwarranted.
3. Investments. In investing and dealing with all assets held by the Corporation for investment, the Charter Council shall exercise the standard of care described above in paragraph D.1 and shall consider among other relevant considerations the long and short term needs of the Corporation in carrying out its purposes, including its present and anticipated financial requirements. The Charter Council may delegate its investment powers to others, provided that those powers are exercised within the ultimate direction of the Charter Council.
Section F. Rights of Inspection.
Every Charter Council member has the right to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the Corporation, provided that such inspection is conducted at a reasonable time after reasonable notice, and provided that such right of inspection and copying is subject to the obligation to maintain the confidentiality of the reviewed information, in addition to any obligations imposed by any applicable federal, state or local law.
Section G. Participation in Discussions and Voting.
Charter Council members have the right to participate in the discussion and vote on all issues before the Charter Council or any Charter Council committee, except that any member shall be excused from the discussion and vote on any matter involving such member relating to: (a) a self- dealing transaction; (b) a conflict of interest; (c) indemnification of that director uniquely; or (d) any other matter at the discretion of a majority of the Charter Council present.
Section H. Duty to Maintain Charter Council Confidences. Every Charter Council member has a duty to maintain the confidentiality of all Charter Council actions, which are not required by law to be open to the public, including discussions and votes that take place at any executive sessions of the Charter Council. Any director violating this confidence may be removed from the Charter Council.
ARTICLE VI: OFFICERS.
The Officers of the Corporation are president, vice president, secretary, and treasurer each who shall be appointed by the Charter Council. The Charter Council may create such other officer positions as it deems necessary. No officer may hold more than one position at the same time.
1. Election. For all positions other than secretary, the officers shall be elected from among the Charter Council at each annual meeting of the Charter Council members and shall serve for one year and until their successors are elected and qualified. The Charter Council may elect an individual to serve as secretary who is not a member of the Charter Council.
2. Terms. The president may serve no more than three consecutive one-year terms. Charter Council Officers elected to the other officer positions may serve no more than five consecutive one-year terms. Former officers, after a break in service of one year, may be elected to another term as an officer.
3. President. The president shall be the chief executive officer of the Corporation and shall, subject to the control of the Charter Council, have general and active supervision of the affairs, business, officers and employees of the Corporation. The President may sign, execute and acknowledge, in the name of the Corporation, deeds, mortgages, bonds, contracts, or other instruments authorized by the Charter Council, except in cases where the signing and execution there of shall be expressly delegated by the Charter Council or these Bylaws to some other officer or agent of the Corporation. The President shall, from time to time, in his or her discretion or at the order of the Charter Council, submit to the Charter Council reports of the operations and affairs of the Corporation. The president shall also perform such other duties and have such other powers as may be assigned to him or her from time to time by the Charter Council.
4. Vice President. The Charter Council may appoint a Vice President to act in the absence or incapacity of the President and to perform such other duties and responsibilities as may be delegated by the president. The vice president shall have full and equal vote as accorded to all members.
5. Secretary. The Secretary shall keep the minutes of the meetings of the Charter Council in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these Bylaws or as required, be custodian of the corporate records and the seal of the Corporation and, 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 or by the Charter Council.
6. Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for monies due and payable to the Corporation from any source whatsoever, deposit all such monies in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with these Bylaws and in general, perform all duties incidental to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Charter Council. The treasurer shall render to the Charter Council statements evidencing the current financial condition of the Corporation.
ARTICLE VII: INDEMNIFICATION OF CHARTER COUNCIL MEMBERS, OFFICERS, ETC.
Section A. Authority to Indemnify Charter Council Members; Third Party Actions. To the extent not inconsistent with Section 16-6a-901 et seq. Of the Utah Code Annotated (1953), the Corporation shall provide indemnification to trustees, directors, officers and others pursuant to this Article VI. The Corporation shall indemnify any Charter Council member, officer, employee or agent of the Corporation, or a person who was or is a party or is threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact he or she is or was an authorized representative of the Corporation (which for the purposes of this Article shall mean a Charter Council member, officer, employee or agent of the Corporation, or a person who is serving at the request of the Corporation as a Charter Council member, officer, employee or agent of the Corporation, person, partnership, joint venture, trust or other enterprise) against judgments, fines, amounts paid in settlement and reasonable expenses (including attorneys' fees) incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to, the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, except that no indemnification shall be made in connection with any proceeding charging that such person derived an improper personal benefit, whether or not involving action in an official capacity, in which such person was adjudged liable on the basis that he or she derived an improper personal benefit.
The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
Section B. Authority to Indemnify Charter Council Members; Derivative Actions. The Corporation shall indemnify any Charter Council member who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was an authorized representative of the Corporation, against expenses (including attorneys' fees but not amounts paid in settlement) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation or in connection with any other proceeding charging that such person derived an improper personal benefit, whether or not involving action in an official capacity, in which such person was adjudged liable on the basis that he or she derived an improper personal benefit.
Section C. Employees and Agents.
To the extent that an authorized representative of the Corporation who neither was nor is a Charter Council member or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article or in defense of any claim, issue or matter therein, he or she shall be indemnified by the Corporation against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith. Such an authorized representative may, at the discretion of the Charter Council, be indemnified by the Corporation in any other circumstances to any extent if the Corporation would be required by Sections 1 and 2 of this Article to indemnify such person in such circumstances to such extent if he or she were or had been a director or officer of the Corporation.
Section D. Procedure for Effecting Indemnification.
Indemnification under Sections A, B, or C of this Article shall be made when ordered by a court or shall be made in a specific case upon a determination that indemnification of the authorized representative is required or proper in circumstances because he or she has met the applicable standard of conduct set forth in Sections A or B of this Article. Such determination shall be made by the Charter Council by a majority vote of a quorum consisting of Charter Council members who were not parties to such action, suit or proceeding, or any other manner allowed under the laws of the State of Utah.
If a claim under this Article is not paid in full by the Corporation within ninety (90) days after a written claim has been received by the Corporation, the claimant many at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any action, suit or proceeding in advance of its final disposition where the undertaking and determinations necessary for advancing expenses have been made) that the claimant has not met the standards of conduct which make it permissible for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Charter Council members or its independent legal counsel) that the claimant has not met such applicable standard of conduct shall be a defense to the action or create a presumption that the claimant had not met the applicable standard of conduct.
Section E. Advancing Expenses.
Expenses (including attorneys’ fees) incurred by a person that may be indemnified under the provisions of this Article, in defending a civil or criminal action, suit or proceeding, may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of:
1. An undertaking by that person or on that person's behalf by an authorized representative to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as required in this Article or authorized by law;
2. The person furnishes to the Corporation a written affirmation of his or her good faith belief that he or she has met the standard conduct set forth in Section A and B of this Article, and;
3. A determination is made that the facts then known to those making the determination under Section D of this Article would not preclude indemnification as provided by this Article.
Section F. Scope of Article.
Each person who shall act as an authorized representative of the Corporation, shall be deemed to be doing so in reliance upon such rights of indemnification as are provided in this Article. The indemnification and advancement of expenses provided by the Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any agreement, vote of disinterested trustees, statute or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office or position, and shall inure to the benefit of the heirs, executors and administrators of such a person.
ARTICLE VIII: INSURANCE
Insurance Against Liability Asserted Against Charter Council Members, Officers Etc. The Corporation, whenever so authorized by the Charter Council, may purchase and maintain insurance on behalf of any authorized representative (which, for the purposes of this Article shall mean a Charter Council member, officer employee or agent of the Corporation, or a person who is or was serving at the request of the Corporation as a Charter Council member, officer, employee or agent of another corporation, person, partnership, joint venture, trust or other enterprise) against any liability asserted against him or her and incurred by him or her in such capacity, or arising out of his or her status as such, whether or not the Corporation would be authorized or required to indemnify him or her by law or Article VIII of these Bylaws.
ARTICLE IX: SELF-DEALING TRANSACTIONS
The Corporation shall not engage in any self-dealing transactions, except as approved by the Charter Council. "Self- dealing transaction" means a transaction to which the Corporation is a party and in which one or more of the Council members has a material financial interest ("interested member(s)"). Notwithstanding this definition, the following transaction is not a self-dealing transaction, and is subject to By Laws governing financial transactions; if
A transaction which is part of a public or charitable program of the Corporation, and the transaction (a) is approved or authorized by the Charter Council in good faith and without unjustified favoritism; and (b) results in a benefit to one or more Council members or their families because they are in a class of persons intended to be benefited by the program.
ARTICLE X: OTHER PROVISIONS
Section A. Fiscal Year. The fiscal year of the Corporation begins July 1 of each year and ends June 30.
Section B. Execution of Instruments. Except as otherwise provided in these Bylaws, the Charter Council may adopt a resolution authorizing any officer or agent of the Corporation to enter into any contract or execute and deliver any instrument in the name of or on behalf of the Corporation. Such authority may be general or confined to specific instances. Unless so authorized, no officer, agent or employee shall have any power to bind the Corporation by any contract or engagement, to pledge the Corporation's credit, or to render it liable monetarily for any purpose or any amount.
Section C. Checks and Notes. Except as otherwise specifically provided by a Charter Council resolution, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Corporation may be signed by the president of the Board and executive director. Such items for amounts of $5,000.00 or greater must be signed by these individuals.
Section D. Construction and Definitions. Unless the context otherwise requires, the general provisions, rules of construction, and definitions contained in law and shall govern the construction of these Bylaws. Without limiting the generality of the foregoing, words in these Bylaws shall be read as the masculine or feminine gender, and as the singular or plural, as the context requires, and the word "person" includes both a corporation and a natural person. The captions and headings in these Bylaws are for reference and convenience only and are not intended to limit or define the scope or effect of any provisions.
Section E. Conflict of Interest. No Charter Council member may vote upon a matter coming before that body in which he or she has a conflict of interest.
For the purpose of this provision, the term "interest" shall include financial interest, personal interest, interest as director, officer, member, stockholder, shareholder, partner, manager, trustee or beneficiary of any concern and having an immediate family member who holds such an interest in any concern. The term "concern" shall mean any corporation, association, trust, partnership, limited liability entity, firm, person or other entity other than the organization.
Immediately upon becoming aware that a conflict of interest may exist, a Charter Council member must disclose the existence of the potential conflict to the remaining Charter Council members, withdraw from further deliberation on the issue, and refrain from voting on the matter. Any such disclosure shall include all relevant and material facts known to such person about the contract or transaction shall be fully documented in the organization minutes.
Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested Charter Council members determine that it is in the best interest of the corporation to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention and rationale for approval.
The Charter Council may adopt formal policies requiring:
1. Regular annual statements from Charter Council members, officers and key employees to disclose existing and potential conflicts of interest.
2. Corrective and disciplinary actions with respect to transgressions of such policies.
ARTICLE XI: BOOKS AND RECORDS.
The Corporation shall keep correct and complete books of accounts and shall also keep minutes of the proceedings of the Charter Council.
ARTICLE XII: WAIVER OF NOTICE.
Whenever any notice is required to be given under the provisions of the Utah Revised Nonprofit Corporation Act or under the provisions of the Articles of Incorporation or the Bylaws of the Corporation a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XIII: AMENDMENTS TO BYLAWS.
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by majority of the Charter Council present at any regular meeting or at any special meeting.