Bylaws
BUCKS COUNTY MONTESSORI CHARTER SCHOOL, INC - Corporate Bylaws
INDEX
ARTICLE I. NAME, ADDRESS, AND SEAL OF CORPORATION
Section 1. Name of Corporation
Section 2. Fictitious Name
Section 3. Address of Corporation
Section 4. Seal
ARTICLE II. NATURE OF CORPORATION
Section 1. Scope
Section 2. Non-Discrimination
Section 3. Enrollment
ARTICLE III. BOARD OF TRUSTEES
Section 1. Management
Section 2. Qualification
Section 3. Number and Election
Section 4. Trustees Emeritus
Section 5. Staggered Terms
Section 6. Annual and Regular Meetings
Section 7. Special Meetings
Section 8. Place and Time of Meetings
Section 9. Notice of Meetings
Section 10. Open Meetings
Section 11. Quorum
Section 12. Resignation and Removal of Trustees
Section 13. Vacancies
Section 14. Compensation and Expenses
ARTICLE IV. OFFICERS
Section 1. Number and Duties of Officers
Section 2. Election of Officers
Section 3. Additional Officers
ARTICLE V. COMMITTEES
Section 1. Executive Committee
Section 2. Curriculum Committee
Section 3. Finance Committee
Section 4. Human Resources Committee
Section 5. Fund-Raising Committee
Section 6. Grievance Committee
Section 7. Miscellaneous Committees
ARTICLE VI. AMMENDMENTS
Section 1. Articles of Incorporation
Section 2. Bylaws
ARTICLE VII. MISCELLANEOUS PROVISIONS
Section 1. Fiscal Year and Audit
Section 2. Execution of Contracts
Section 3. Commercial Paper
Section 4. Deposits
Section 5. Notices
Section 6. Use of Conference Telephone and Similar Equipment
Section 7. Headings
ARTICLE VIII. INDEMNIFICATION
Section 1. General
Section 2. Expenses
Section 3. Advances
ARTICLE IX. LIMITATION OF PERSONAL LIABILITY
Section 1. Personal Liability
Section 2. Standard of Care
ARTICLE I. NAME, ADDRESS, AND SEAL OF CORPORATION
Section 1. Name of Corporation. The name of the Corporation shall be as specified in its Articles of Incorporation, as amended, to wit: (hereinafter sometimes referred to as the "Corporation").
Section 2. Fictitious Name. The Corporation may conduct business under the name BUCKS COUNTY MONTESSORI CHARTER SCHOOL.
Section 3. Address of Corporation. The location and address of the registered office of the Corporation shall be 219 Tyburn Road, Fairless Hills, PA or such other location in Pennsylvania as the Board of Trustees may from time to time determine. The Corporation may also have offices at such other places as the Directors may from time to time determine.
Section 4. Seal. The seal of the Corporation shall contain the name of the Corporation and the year of its incorporation and shall be in the form of the seal impressed in the margin hereof.
ARTICLE II. NATURE OF CORPORATION
Section 1. Scope. Said corporation is organized exclusively for educational purposes, including, for such purposes, the making of distributions to organizations under section 501 (e) (3) of the Internal Revenue Code (or the corresponding section of any future Federal tax code). No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its trustees, directors, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of Section 501 (c) (3) purposes. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of, or in opposition to, any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under Section 501 (c) (3) of the Internal Revenue Code (or corresponding section of any future Federal tax code). Upon dissolution of this corporation assets shall be distributed for one or more exempt purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code (or corresponding section of any future Federal tax code) or shall be distributed to the Federal government, or to a state or local government, for a public purpose.
Section 2. Non-Discrimination. The Bucks County Montessori Charter School (some times referred to as the "School") shall be non-religious and shall accept students and hire staff without discrimination as to race, color, religion, national origin, sex, marital status, sexual orientation, educational affiliation, handicap status or age, and shall comply with all applicable laws and regulations relating thereto.
Section 3. Enrollment. Subject to total enrollment limitations, enrollment in the School shall be open to any child residing within the geographic boundaries of the Pennsbury School District who completes the appropriate application and any resident children in the Commonwealth of Pennsylvania, if all attendance slots are not filled by residents of the Pennsbury School District. If more students apply to the School than the number of attendance slots available in the school, then the students will be selected on a random basis from a pool of qualified applicants meeting the established eligibility criteria and submitting an application by the deadline established by the Charter School. If required by Pennsbury for approval of this application, the School will give preference in enrollment only to a child of a parent who resides in the Pennsbury School District who has actively participated in the development of the Bucks County Montessori Charter School and to siblings of students presently enrolled in the School as provided by law. Alternatively, if the Pennsbury School District waives their District Residency Requirement for individuals who have actively participated in the development of the Bucks County Montessori Charter School, children of these individuals also will be given preference in enrollment. Preference shall be given to residents of the Pennsbury School District as provided by law, notwithstanding any potential exemptions based on involvement with the application preparation.
ARTICLE III. BOARD OF TRUSTEES
Section 1. Management. The business and affairs of the Corporation shall be managed by the Board of Trustees (hereinafter sometimes referred to as the "Board", and each member shall be referred to as a "trustee"). The trustees shall act only as a Board and individual trustees shall have no power as such. In addition, an affirmative vote of a majority of the members of the Board of Trustees of The Bucks County Montessori Charter School, duly recorded, showing how each member voted, shall be required in order to take action on the following subjects:
School Calendar;
Adoption of Textbooks;
Appointment or Dismissal of Administrators;
Adoption of the annual budget;
Purchase or sale of land;
Location on new buildings or change of the locations of old ones;
Creation or increase in indebtedness;
Adoption of courses of study;
Designation of depositories for school funds;
Entrance into contracts of any kind where the amount involved exceeds $200.00;
Determination of salaries or compensation of administrators, teachers, or other
employees of the Charter School;
Entrance into contracts with and making appropriations to an intermediate unit,
school district or Area Vocational/Technical school for the Pennsbury Areas
Charter School's proportionate share of the cost of services provided or to be
provided by the foregoing entities.
Section 2. Qualification. Each trustee shall be an individual of full voting age and endorse and fully support the stated mission and vision of the Charter School.
Section 3. Number and Election.
A. The Board shall consist of not less than four or more than seven trustees as may be fixed from time to time by the Board
B. The Board shall include, but not be limited to at least one member of the parent community and two “Founders
Definitions:
Parents from the Charter School - parents are to have a child enrolled and attending the Charter School (or be pre-qualified through participation in the preparation of the Charter Application), appointed by the Board of Trustees and will serve only as long as they have a child at the school. One of the three to four parent representatives may serve as chairperson of the Parent Teacher Organization (PTO).
Founders - persons who reside in the Pennsbury School District who signed the planning grant application as well as those members of the existing Founding Coalition regardless of their residency, and those who enrolled their children at BCMCS prior to the school’s opening in September 2000.
C. The Board shall nominate candidates for positions on the Board of Trustees to fill any vacancies resulting from the expiration of the term of any director or the addition of any new Trustees as a result of a majority vote of the then serving Board of Trustees
D. The trustees shall be required to volunteer at the school or school functions/meetings for a minimum of four (4) hours per month.
E. The trustees shall be elected for a three (3) year term by the presiding Board of Trustees. Trustees shall be elected by a plurality of the votes cast. All trustees shall hold office for three (3) years from the time of their election and thereafter until their respective successors are chosen and qualified; provided, however, that: (i) the parent/guardian representatives may hold office only so long as the parent or guardian has a child properly enrolled at the School.
F. Trustees may be re-elected to successive terms with no term limits. Trustees may serve simultaneously as one or more officers, although this is not the preference. The trustees may, at any special or regular meeting by a two thirds vote of the trustees then in office, increase the number of trustees and elect new trustees to complete the number so fixed, or they may by a similar vote decrease the number of trustees, but only to eliminate vacancies existing by reason of death, resignation, removal or disqualification of one or more Trustees. The trustees may by an affirmative vote of a majority of trustees then in office fill any vacancy in the Board and may exercise all their powers notwithstanding any vacancy or vacancies in their number.
Section 4. Trustees Emeritus. The Board may elect as Trustees Emeritus former trustees who have served maximum terms as trustees, who have provided many years of distinguished service to the Corporation and who are unlikely to seek election to the Board at a future date. Trustees Emeritus may attend and participate in meetings of the Board but shall not vote or be counted toward a quorum.
Section 5. Staggered Terms. In order to maintain continuity and provide for orderly transition, trustees shall be elected so that the term of office of approximately one third of the Board shall terminate each year. A director elected to replace a director who did not serve a full term shall be elected to complete the balance of such unexpired term.
Section 6. Annual and Regular Meetings. The annual meeting of the Board shall be held at the first regular Board of Trustees meeting in June. The Board shall also meet monthly. Meetings of the Board shall be general meetings and open for the transaction of any business within the powers of the Board without special notice of such business except in any case where special notice is required by law or by the Bylaws.
Section 7. Special Meetings. Special meetings of the Board shall be called at any time by the Secretary, upon either the written request of the President or three members of the Board.
Section 8. Place and Time of Meetings. All meetings of the Board shall be held at such places within or without the Commonwealth of Pennsylvania and at such times as shall be specified in the respective notices of such meetings or waivers thereof.
Section 9. Notice of Meetings. No notice of the time, place or purpose of any meeting need be given to any director who attends such meeting or to any director who in writing, executed and filed with the records of the Corporation, either before or after the holding of such meeting, waives such notice. Notice of meetings of the Board shall also be posted in the school and given to the public in accordance with the requirements of the Pennsylvania Sunshine Act, 65 P.S. § 271, et seq. Public notice shall, however, not be required in the case of emergency meetings or a conference as defined in the Sunshine Act.
Section 10. Open Meetings. All official actions and all deliberations by a quorum of the Board, or any committee of the Board shall take place at a meeting open to the public as provided in Section 4 of the Sunshine Act, 65 P.S. § 274, except in cases where executive sessions are authorized pursuant to Section 7 of the Sunshine Act, 65 P.S. § 277. Generally speaking and subject to the provisions of the Sunshine Act, the Board may conduct in executive session meetings or portions of meetings devoted solely to matters involving (a) discussions of employment, appointment, termination of employment, terms and conditions of employment, evaluation of performance, promotion or discipline of any specific prospective or current or former employee; (b) discussions of employment labor relations or arbitration; (c) discussions of the purchase or lease or real property; (d) consultation with the Corporation's attorney or other professional advisors regarding litigation or potential litigation; (e) discussions of confidential information regarding current, prospective or former students (f) discussion of the Corporation's business which if conducted would violate a lawful privilege or lead to the disclosure of information or confidentiality protected by law.
Section 11. Quorum. At all meetings of the Board the presence of one-half of the trustees shall be necessary and sufficient to constitute a quorum and except as otherwise provided by law or by the Bylaws, the act of a majority of the Trustees present shall be the act of the Board. In the absence of a quorum, no business shall be transacted except to take measures to obtain a quorum, fix a time to adjourn, adjourn or to take a recess.
Section 12. Resignation and Removal of Trustees.
A. Removal. Any trustee may be removed at any time for cause at any meeting of the Board by a vote of the Board of the Corporation called for that purpose. A director shall be removed by a majority vote of the remaining trustees for failure to organize or for neglect of duty as set forth in the Charter School Law. Trustees shall be expected to attend at least 9 board meetings per year (September-August), provided however, that no board member shall miss more than two consecutive meetings and remain on the board. A trustee who fails to attend at least 9 board meetings per year or misses more than two consecutive meetings (September-August) may be removed by majority vote of the remaining members of the Board of Trustees. In addition, trustees shall be expected to attend at least 80% of all meetings of the committees on which he/she has agreed to serve as determined on an annual basis. A trustee who fails to attend at least 80% of all meetings of the committees on which he/she has agreed to serve as determined on an annual basis may be removed by majority vote of the remaining members of the Board of Trustees.
B. Resignation. Any trustee may resign at any time.
Section 13. Vacancies. In the event any vacancy occurs in the Board of Trustees, caused by any increase in the number of trustees or by the death, resignation or removal of any director, the Board may elect a director to fill such vacancy.
Section 14. Compensation and Expenses. Trustees shall serve without compensation but may be reimbursed for expenses incurred when acting at the request of and on behalf of the Board.
ARTICLE IV. OFFICERS
Section 1. Number and Duties of Officers. The officers of the Corporation shall be a President, a Vice President, a Secretary, and a Treasurer and shall be elected at the [annual meeting and assume that office at the] first meeting of the Board for the operating or fiscal year. The officers shall perform such duties as usually pertain to the offices which they hold or as may be assigned to them by the Board. The President shall be the Chairperson of the Board. The Treasurer shall receive all funds including local, state and federal funds, and privately donated funds. The treasurer shall also make payments out of the same in proper orders approved by the Board of Trustees, signed by the president or vice-president of the board. The treasurer may pay out such funds on orders that have been properly signed without prior approval of the Board for the payment of amounts owing under any contracts that have been previously approved by the board, and by which prompt payment the Bucks County Montessori Charter School will receive a discount or other advantage.
Section 2. Election of Officers. The officers shall be elected annually at the first meeting of the Board of the operating year by a plurality of the votes cast and may succeed themselves in office. Each person elected an officer shall continue in office until the next annual meeting after his election or until his successor shall have been duly elected and qualified or until his earlier death, resignation or removal in accordance with the Bylaws. Vacancies of officers caused by death, resignation, removal or increase in the number of officers may be filled by a majority vote of the Board at a special meeting called for that purpose or at any regular meeting.
Section 3. Additional Officers. The Board at any meeting may by resolution appoint such additional officers, who need not be trustees, and such agents and employees and determine their term of office and compensation, if any, as it may deem advisable. The Board may delegate to any officer or committee the power to appoint such subordinate officers, agents or employees and to determine their terms of office and compensation, if any.
ARTICLE V. COMMITTEES
Section 1. Executive Committee. There shall be an Executive Committee consisting of the officers of the Corporation. [When the Board of Trustees is comprised of less than seven members, the Executive Committee will consist of the President, Vice President and Treasurer. When the Board of Trustees is comprised of seven members, the Executive Committee will consist of the officers of the corporation including the Secretary.] The President shall act as Chairperson of the Executive Committee. Vacancies in members of the Executive Committee may be filled by the Board at any meeting. Any member or members of the Executive Committee may be removed from membership on said Committee at any time with or without cause by a vote of the Board at any meeting of the Board.
The committee shall, during the intervals between meetings of the Board, possess and exercise all of the powers of the Board in the management of the affairs and property of the Corporation except as otherwise provided by law, the Bylaws, by resolution or other previous Board action. The presence of the majority of the members of the committee shall be necessary and sufficient to constitute a quorum and the act of a majority of the members of the Executive Committee present shall be the act of the committee. The committee shall keep full and fair records and accounts of its proceedings and transactions. All actions by the committee shall be reported to the Board at its next meeting succeeding such action and shall be subject to revision and alteration by the Board, provided that no rights of third persons shall be affected by any such revision or alteration.
Section 2. Curriculum Committee. The Curriculum Committee shall ensure that the School's curriculum effectively implements the Montessori Method of instruction and learning as well as the School's mission and guiding principles.
The Curriculum Committee shall review and recommend revisions to the curriculum of the School as necessary. The Curriculum Committee shall also recommend subscriptions to relevant and appropriate journals and magazines geared to curriculum. It shall also keep the board abreast of new ventures in the world of innovative schools and maintain a file of instructional and professional resources available to the Board of Trustees and the membership.
Section 3. Finance Committee. The Finance Committee shall provide for appropriate insurance against any loss or damage to the Bucks County Montessori Charter School property or any liability resulting from the use of its property or from the acts or omissions of its officers and employees. It shall organize budget materials for the accountant or auditor's review and present the budget for final approval of the Board of Trustees. It shall report to the Board of Trustees regularly regarding the receipt and expenditures of any of the Bucks County Montessori Charter School's monies.
Section 4. Human Resources Committee. The Human Resources Committee will recommend criteria for the evaluation of the performance of the employees of the School and shall recommend the hiring, firing, disciplinary actions as well as salaries and bonuses for the Bucks County Montessori Charter School's employees. The Human Resources Committee shall also assist in planning board, staff and parent educational and development programs.
Section 5. Fund-Raising Committee. The Fund-Raising Committee shall develop and implement fund-raising activities, solicit gifts and/or grants for school purposes and programs, develop ties and partnerships with the local community and businesses and develop public relations and publicity opportunities.
Section 6. Grievance Committee. The Grievance Committee shall review and make recommendations to the Board of Trustees as related to grievance issues that come before this committee. All other avenues of resolution as set forth in the charter application must be exhausted before a matter may be heard by the Grievance Committee.
Section 7. Miscellaneous Committees. The Board or Executive Committee may from time to time by resolution constitute such other committees of trustees, officers, employees, members or non-members, with such functions, powers and duties as the Board or Executive Committee shall determine. Unless the Board or Executive Committee shall provide otherwise, each such committee shall enact rules and regulations for its governance.
ARTICLE VI. AMENDMENTS
Section 1. Articles of Incorporation. The Articles of Incorporation of the Corporation may be amended by a two-thirds majority of the Trustees at any duly convened meeting of members. Notice of such a vote shall be provided in writing not less than 10 days prior to the meeting and shall include a copy of the proposed amendment or a summary of the changes.
Section 2. Bylaws. The Bylaws may be amended by a two-thirds majority of the Trustees at any duly convened meeting, or to the extent not prohibited by law, by vote of the majority of all trustees in office at a duly convened meeting of Directors, after notice of such purpose has been given, including a copy of the proposed amendment or a summary of the changes to be effected thereby.
ARTICLE VII. MISCELLANEOUS PROVISIONS
Section 1. Fiscal Year and Audit. The fiscal year of the Corporation shall end on June 30 each year. The Treasurer of the Corporation or their designee shall be required periodically and no less than once a year to employ a certified public accountant to audit the accounts of the Corporation. Annual audited financial reports to the chartering district shall be provided not less than 45 days after the close of the fiscal year.
Section 2. Execution of Contracts. The Board may authorize any officer, employee or agent, in the name of and on behalf of the Corporation, to enter into any contract or execute and deliver any instrument, and such authority may be general or confined to specific instances. Unless so authorized by these Bylaws or by the Board, no officer, employee or agent shall have any power to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable pecuniary for any purpose or in any amount.
Section 3. Commercial Paper. All checks, drafts and other orders for the payment of money out of the funds of the Corporation, and all notes or evidences of by such officer or officers, or employee or employees, as the Board may, by resolution, from time to time determine.
Section 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited, in the name of the Bucks County Montessori Charter School, by the treasurer or their designee from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board may from time to time select or as may be selected by any officer or employee of the Corporation to whom such power may from time to time be delegated by the Board; and for the purpose of such deposit, any officer, or any employee to whom such power may be delegated by the Board, may endorse, assign and deliver checks, drafts and other orders for the payment of money which are payable to the order of the Corporation. The treasurer shall make a monthly report to the Board of Trustees detailing the amount of funds received and disbursed by him or her during that past month.
The Board of Trustees of the Bucks County Montessori Charter School shall invest its funds consistent with sound business practices. The Board of Trustees may invest in the following authorized investments: United States Treasury bills; short-term obligations of the United States Government or its agencies or instrumentalities; deposits in savings accounts or time deposits or share account of institutions insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation or the National Credit Union Share Insurance Fund to the extent that such accounts are so insured, and for any amounts above the insured maximum, provided that approved collateral as provided by law therefore shall be pledged by the depository; obligations of the United States of America or any of its agencies or instrumentalities backed by the full faith and credit of the United States of America, the Commonwealth of Pennsylvania or any of its agencies or instrumentalities backed by the full faith of the Commonwealth, or of any political subdivision of the Commonwealth of Pennsylvania of any of its agencies or instrumentalities backed by the full faith and credit of the political subdivision; shares of an investment company registered under the Investment Company of America Act of 1940 (54 Stat.789, 15 U. S. C. *80a- 1 et seq.) as defined in PA 24 PS 4-440.1 of the Pennsylvania School Codes, as amended. All investments shall be subject to the standards set forth in PA 24 PS 4-440.1 of the Pennsylvania School Code.
Section 5. Notices. Except as may otherwise be required by law, any notice required to be given under these Bylaws shall be in writing and signed by the President or the Secretary; and any notice so required shall be deemed to be sufficient if given by depositing the same in a post office box in a sealed postpaid wrapper, addressed to the person entitled thereto at his last post office address appearing on the records of the Corporation, and such notice shall be deemed to have been given on the day of such mailing. Any notices required to be given under these Bylaws may be waived, by the person entitled thereto in writing (including telegraph, cable, radio or wireless), whether before or after the meeting or other matter in respect of which such notice is to be given, and in such event such notice need not be given to such person.
Section 6. Use of Conference Telephone and Similar Equipment. One or more persons may participate in a meeting of the Board, or of any Committee body, or of the members by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting.
Section 7. Headings. In interpreting these Bylaws, the headings of articles shall
not be controlling.
ARTICLE VII. INDEMNIFICATION
Section 1. General. The Corporation shall indemnify each officer, trustee, employee and representative ("Indemnity") from the expenses and risks as set forth in Sections 2 and 3 below if such Indemnity has acted in good faith or 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 criminal action or proceeding had no reasonable cause to believe his or her conduct was unlawful.
Section 2. Expenses. Indemnities shall be indemnified against all expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnity in connection with any 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 that the Indemnity is or was a representative, officer or director of the Corporation, or is or was serving at the request of the Corporation as a representative of another corporation, partnership, joint venture, trust or other enterprise.
Section 3. Advances. The Corporation shall advance to all Indemnities all expenses incurred in defending a civil or criminal action, suit or proceeding in advance of final disposition of such action provided the Board determines that it is more likely than not that the Indemnity will be entitled to indemnification pursuant to Section I of this Article VII and such Indemnity agrees to repay such amount if it is ultimately determined by the Board that the Indemnity is not permitted to receive indemnification under Subchapter D or the Non-Profit Corporation Law of 1988.
ARTICLE IX. LIMITATION OF PERSONAL LIABILITY
Section 1. Personal Liability. A trustee of the Corporation shall not be personally liable for monetary damages for any action taken or any failure to take any action, unless (a) such director has breached or failed to perform his duties as a director, including his duties as a member of any committee of the Board upon which he may serve, pursuant to the standard of care set forth in Section 2 of this
Article X, and (b) such breach or failure to perform constitutes self-dealing, willful misconduct, or recklessness.
Section 2. Standard of Care. (a) Each director of the Corporation shall stand in a fiduciary relation to the Corporation and shall perform his duties as a director, including his or her duties as a member of any committee of the Board upon which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interests of the Corporation, and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing his or her duties, a director shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by any of the following:
(1) One or more officers or employees of the Corporation whom the trustees
reasonably believe to be reliable and competent in the matters presented.
(2) Counsel, public accountants or other persons as to matters that the director
reasonably believes to be within the professional or expert competence of such
person.
(3) A committee of the Board, upon which he does not serve, duly designated in
accordance with the law, as to matters within its designated authority, which
committee the director reasonably believes to merit confidence.
A director shall not be considered to be acting in good faith if he or she has
knowledge concerning the matter in question that would cause his reliance to be
unwarranted.
Absent breach of fiduciary duty, lack of good faith or self-dealing, actions
taken as a director or any failure to take any action shall be presumed to be in
the best interests of the Corporation.
Amended: 6/13/01, 1/22/2003, 5/27/2007, 1/27/2010, 3/23/2011
INDEX
ARTICLE I. NAME, ADDRESS, AND SEAL OF CORPORATION
Section 1. Name of Corporation
Section 2. Fictitious Name
Section 3. Address of Corporation
Section 4. Seal
ARTICLE II. NATURE OF CORPORATION
Section 1. Scope
Section 2. Non-Discrimination
Section 3. Enrollment
ARTICLE III. BOARD OF TRUSTEES
Section 1. Management
Section 2. Qualification
Section 3. Number and Election
Section 4. Trustees Emeritus
Section 5. Staggered Terms
Section 6. Annual and Regular Meetings
Section 7. Special Meetings
Section 8. Place and Time of Meetings
Section 9. Notice of Meetings
Section 10. Open Meetings
Section 11. Quorum
Section 12. Resignation and Removal of Trustees
Section 13. Vacancies
Section 14. Compensation and Expenses
ARTICLE IV. OFFICERS
Section 1. Number and Duties of Officers
Section 2. Election of Officers
Section 3. Additional Officers
ARTICLE V. COMMITTEES
Section 1. Executive Committee
Section 2. Curriculum Committee
Section 3. Finance Committee
Section 4. Human Resources Committee
Section 5. Fund-Raising Committee
Section 6. Grievance Committee
Section 7. Miscellaneous Committees
ARTICLE VI. AMMENDMENTS
Section 1. Articles of Incorporation
Section 2. Bylaws
ARTICLE VII. MISCELLANEOUS PROVISIONS
Section 1. Fiscal Year and Audit
Section 2. Execution of Contracts
Section 3. Commercial Paper
Section 4. Deposits
Section 5. Notices
Section 6. Use of Conference Telephone and Similar Equipment
Section 7. Headings
ARTICLE VIII. INDEMNIFICATION
Section 1. General
Section 2. Expenses
Section 3. Advances
ARTICLE IX. LIMITATION OF PERSONAL LIABILITY
Section 1. Personal Liability
Section 2. Standard of Care
ARTICLE I. NAME, ADDRESS, AND SEAL OF CORPORATION
Section 1. Name of Corporation. The name of the Corporation shall be as specified in its Articles of Incorporation, as amended, to wit: (hereinafter sometimes referred to as the "Corporation").
Section 2. Fictitious Name. The Corporation may conduct business under the name BUCKS COUNTY MONTESSORI CHARTER SCHOOL.
Section 3. Address of Corporation. The location and address of the registered office of the Corporation shall be 219 Tyburn Road, Fairless Hills, PA or such other location in Pennsylvania as the Board of Trustees may from time to time determine. The Corporation may also have offices at such other places as the Directors may from time to time determine.
Section 4. Seal. The seal of the Corporation shall contain the name of the Corporation and the year of its incorporation and shall be in the form of the seal impressed in the margin hereof.
ARTICLE II. NATURE OF CORPORATION
Section 1. Scope. Said corporation is organized exclusively for educational purposes, including, for such purposes, the making of distributions to organizations under section 501 (e) (3) of the Internal Revenue Code (or the corresponding section of any future Federal tax code). No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its trustees, directors, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of Section 501 (c) (3) purposes. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of, or in opposition to, any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under Section 501 (c) (3) of the Internal Revenue Code (or corresponding section of any future Federal tax code). Upon dissolution of this corporation assets shall be distributed for one or more exempt purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code (or corresponding section of any future Federal tax code) or shall be distributed to the Federal government, or to a state or local government, for a public purpose.
Section 2. Non-Discrimination. The Bucks County Montessori Charter School (some times referred to as the "School") shall be non-religious and shall accept students and hire staff without discrimination as to race, color, religion, national origin, sex, marital status, sexual orientation, educational affiliation, handicap status or age, and shall comply with all applicable laws and regulations relating thereto.
Section 3. Enrollment. Subject to total enrollment limitations, enrollment in the School shall be open to any child residing within the geographic boundaries of the Pennsbury School District who completes the appropriate application and any resident children in the Commonwealth of Pennsylvania, if all attendance slots are not filled by residents of the Pennsbury School District. If more students apply to the School than the number of attendance slots available in the school, then the students will be selected on a random basis from a pool of qualified applicants meeting the established eligibility criteria and submitting an application by the deadline established by the Charter School. If required by Pennsbury for approval of this application, the School will give preference in enrollment only to a child of a parent who resides in the Pennsbury School District who has actively participated in the development of the Bucks County Montessori Charter School and to siblings of students presently enrolled in the School as provided by law. Alternatively, if the Pennsbury School District waives their District Residency Requirement for individuals who have actively participated in the development of the Bucks County Montessori Charter School, children of these individuals also will be given preference in enrollment. Preference shall be given to residents of the Pennsbury School District as provided by law, notwithstanding any potential exemptions based on involvement with the application preparation.
ARTICLE III. BOARD OF TRUSTEES
Section 1. Management. The business and affairs of the Corporation shall be managed by the Board of Trustees (hereinafter sometimes referred to as the "Board", and each member shall be referred to as a "trustee"). The trustees shall act only as a Board and individual trustees shall have no power as such. In addition, an affirmative vote of a majority of the members of the Board of Trustees of The Bucks County Montessori Charter School, duly recorded, showing how each member voted, shall be required in order to take action on the following subjects:
School Calendar;
Adoption of Textbooks;
Appointment or Dismissal of Administrators;
Adoption of the annual budget;
Purchase or sale of land;
Location on new buildings or change of the locations of old ones;
Creation or increase in indebtedness;
Adoption of courses of study;
Designation of depositories for school funds;
Entrance into contracts of any kind where the amount involved exceeds $200.00;
Determination of salaries or compensation of administrators, teachers, or other
employees of the Charter School;
Entrance into contracts with and making appropriations to an intermediate unit,
school district or Area Vocational/Technical school for the Pennsbury Areas
Charter School's proportionate share of the cost of services provided or to be
provided by the foregoing entities.
Section 2. Qualification. Each trustee shall be an individual of full voting age and endorse and fully support the stated mission and vision of the Charter School.
Section 3. Number and Election.
A. The Board shall consist of not less than four or more than seven trustees as may be fixed from time to time by the Board
B. The Board shall include, but not be limited to at least one member of the parent community and two “Founders
Definitions:
Parents from the Charter School - parents are to have a child enrolled and attending the Charter School (or be pre-qualified through participation in the preparation of the Charter Application), appointed by the Board of Trustees and will serve only as long as they have a child at the school. One of the three to four parent representatives may serve as chairperson of the Parent Teacher Organization (PTO).
Founders - persons who reside in the Pennsbury School District who signed the planning grant application as well as those members of the existing Founding Coalition regardless of their residency, and those who enrolled their children at BCMCS prior to the school’s opening in September 2000.
C. The Board shall nominate candidates for positions on the Board of Trustees to fill any vacancies resulting from the expiration of the term of any director or the addition of any new Trustees as a result of a majority vote of the then serving Board of Trustees
D. The trustees shall be required to volunteer at the school or school functions/meetings for a minimum of four (4) hours per month.
E. The trustees shall be elected for a three (3) year term by the presiding Board of Trustees. Trustees shall be elected by a plurality of the votes cast. All trustees shall hold office for three (3) years from the time of their election and thereafter until their respective successors are chosen and qualified; provided, however, that: (i) the parent/guardian representatives may hold office only so long as the parent or guardian has a child properly enrolled at the School.
F. Trustees may be re-elected to successive terms with no term limits. Trustees may serve simultaneously as one or more officers, although this is not the preference. The trustees may, at any special or regular meeting by a two thirds vote of the trustees then in office, increase the number of trustees and elect new trustees to complete the number so fixed, or they may by a similar vote decrease the number of trustees, but only to eliminate vacancies existing by reason of death, resignation, removal or disqualification of one or more Trustees. The trustees may by an affirmative vote of a majority of trustees then in office fill any vacancy in the Board and may exercise all their powers notwithstanding any vacancy or vacancies in their number.
Section 4. Trustees Emeritus. The Board may elect as Trustees Emeritus former trustees who have served maximum terms as trustees, who have provided many years of distinguished service to the Corporation and who are unlikely to seek election to the Board at a future date. Trustees Emeritus may attend and participate in meetings of the Board but shall not vote or be counted toward a quorum.
Section 5. Staggered Terms. In order to maintain continuity and provide for orderly transition, trustees shall be elected so that the term of office of approximately one third of the Board shall terminate each year. A director elected to replace a director who did not serve a full term shall be elected to complete the balance of such unexpired term.
Section 6. Annual and Regular Meetings. The annual meeting of the Board shall be held at the first regular Board of Trustees meeting in June. The Board shall also meet monthly. Meetings of the Board shall be general meetings and open for the transaction of any business within the powers of the Board without special notice of such business except in any case where special notice is required by law or by the Bylaws.
Section 7. Special Meetings. Special meetings of the Board shall be called at any time by the Secretary, upon either the written request of the President or three members of the Board.
Section 8. Place and Time of Meetings. All meetings of the Board shall be held at such places within or without the Commonwealth of Pennsylvania and at such times as shall be specified in the respective notices of such meetings or waivers thereof.
Section 9. Notice of Meetings. No notice of the time, place or purpose of any meeting need be given to any director who attends such meeting or to any director who in writing, executed and filed with the records of the Corporation, either before or after the holding of such meeting, waives such notice. Notice of meetings of the Board shall also be posted in the school and given to the public in accordance with the requirements of the Pennsylvania Sunshine Act, 65 P.S. § 271, et seq. Public notice shall, however, not be required in the case of emergency meetings or a conference as defined in the Sunshine Act.
Section 10. Open Meetings. All official actions and all deliberations by a quorum of the Board, or any committee of the Board shall take place at a meeting open to the public as provided in Section 4 of the Sunshine Act, 65 P.S. § 274, except in cases where executive sessions are authorized pursuant to Section 7 of the Sunshine Act, 65 P.S. § 277. Generally speaking and subject to the provisions of the Sunshine Act, the Board may conduct in executive session meetings or portions of meetings devoted solely to matters involving (a) discussions of employment, appointment, termination of employment, terms and conditions of employment, evaluation of performance, promotion or discipline of any specific prospective or current or former employee; (b) discussions of employment labor relations or arbitration; (c) discussions of the purchase or lease or real property; (d) consultation with the Corporation's attorney or other professional advisors regarding litigation or potential litigation; (e) discussions of confidential information regarding current, prospective or former students (f) discussion of the Corporation's business which if conducted would violate a lawful privilege or lead to the disclosure of information or confidentiality protected by law.
Section 11. Quorum. At all meetings of the Board the presence of one-half of the trustees shall be necessary and sufficient to constitute a quorum and except as otherwise provided by law or by the Bylaws, the act of a majority of the Trustees present shall be the act of the Board. In the absence of a quorum, no business shall be transacted except to take measures to obtain a quorum, fix a time to adjourn, adjourn or to take a recess.
Section 12. Resignation and Removal of Trustees.
A. Removal. Any trustee may be removed at any time for cause at any meeting of the Board by a vote of the Board of the Corporation called for that purpose. A director shall be removed by a majority vote of the remaining trustees for failure to organize or for neglect of duty as set forth in the Charter School Law. Trustees shall be expected to attend at least 9 board meetings per year (September-August), provided however, that no board member shall miss more than two consecutive meetings and remain on the board. A trustee who fails to attend at least 9 board meetings per year or misses more than two consecutive meetings (September-August) may be removed by majority vote of the remaining members of the Board of Trustees. In addition, trustees shall be expected to attend at least 80% of all meetings of the committees on which he/she has agreed to serve as determined on an annual basis. A trustee who fails to attend at least 80% of all meetings of the committees on which he/she has agreed to serve as determined on an annual basis may be removed by majority vote of the remaining members of the Board of Trustees.
B. Resignation. Any trustee may resign at any time.
Section 13. Vacancies. In the event any vacancy occurs in the Board of Trustees, caused by any increase in the number of trustees or by the death, resignation or removal of any director, the Board may elect a director to fill such vacancy.
Section 14. Compensation and Expenses. Trustees shall serve without compensation but may be reimbursed for expenses incurred when acting at the request of and on behalf of the Board.
ARTICLE IV. OFFICERS
Section 1. Number and Duties of Officers. The officers of the Corporation shall be a President, a Vice President, a Secretary, and a Treasurer and shall be elected at the [annual meeting and assume that office at the] first meeting of the Board for the operating or fiscal year. The officers shall perform such duties as usually pertain to the offices which they hold or as may be assigned to them by the Board. The President shall be the Chairperson of the Board. The Treasurer shall receive all funds including local, state and federal funds, and privately donated funds. The treasurer shall also make payments out of the same in proper orders approved by the Board of Trustees, signed by the president or vice-president of the board. The treasurer may pay out such funds on orders that have been properly signed without prior approval of the Board for the payment of amounts owing under any contracts that have been previously approved by the board, and by which prompt payment the Bucks County Montessori Charter School will receive a discount or other advantage.
Section 2. Election of Officers. The officers shall be elected annually at the first meeting of the Board of the operating year by a plurality of the votes cast and may succeed themselves in office. Each person elected an officer shall continue in office until the next annual meeting after his election or until his successor shall have been duly elected and qualified or until his earlier death, resignation or removal in accordance with the Bylaws. Vacancies of officers caused by death, resignation, removal or increase in the number of officers may be filled by a majority vote of the Board at a special meeting called for that purpose or at any regular meeting.
Section 3. Additional Officers. The Board at any meeting may by resolution appoint such additional officers, who need not be trustees, and such agents and employees and determine their term of office and compensation, if any, as it may deem advisable. The Board may delegate to any officer or committee the power to appoint such subordinate officers, agents or employees and to determine their terms of office and compensation, if any.
ARTICLE V. COMMITTEES
Section 1. Executive Committee. There shall be an Executive Committee consisting of the officers of the Corporation. [When the Board of Trustees is comprised of less than seven members, the Executive Committee will consist of the President, Vice President and Treasurer. When the Board of Trustees is comprised of seven members, the Executive Committee will consist of the officers of the corporation including the Secretary.] The President shall act as Chairperson of the Executive Committee. Vacancies in members of the Executive Committee may be filled by the Board at any meeting. Any member or members of the Executive Committee may be removed from membership on said Committee at any time with or without cause by a vote of the Board at any meeting of the Board.
The committee shall, during the intervals between meetings of the Board, possess and exercise all of the powers of the Board in the management of the affairs and property of the Corporation except as otherwise provided by law, the Bylaws, by resolution or other previous Board action. The presence of the majority of the members of the committee shall be necessary and sufficient to constitute a quorum and the act of a majority of the members of the Executive Committee present shall be the act of the committee. The committee shall keep full and fair records and accounts of its proceedings and transactions. All actions by the committee shall be reported to the Board at its next meeting succeeding such action and shall be subject to revision and alteration by the Board, provided that no rights of third persons shall be affected by any such revision or alteration.
Section 2. Curriculum Committee. The Curriculum Committee shall ensure that the School's curriculum effectively implements the Montessori Method of instruction and learning as well as the School's mission and guiding principles.
The Curriculum Committee shall review and recommend revisions to the curriculum of the School as necessary. The Curriculum Committee shall also recommend subscriptions to relevant and appropriate journals and magazines geared to curriculum. It shall also keep the board abreast of new ventures in the world of innovative schools and maintain a file of instructional and professional resources available to the Board of Trustees and the membership.
Section 3. Finance Committee. The Finance Committee shall provide for appropriate insurance against any loss or damage to the Bucks County Montessori Charter School property or any liability resulting from the use of its property or from the acts or omissions of its officers and employees. It shall organize budget materials for the accountant or auditor's review and present the budget for final approval of the Board of Trustees. It shall report to the Board of Trustees regularly regarding the receipt and expenditures of any of the Bucks County Montessori Charter School's monies.
Section 4. Human Resources Committee. The Human Resources Committee will recommend criteria for the evaluation of the performance of the employees of the School and shall recommend the hiring, firing, disciplinary actions as well as salaries and bonuses for the Bucks County Montessori Charter School's employees. The Human Resources Committee shall also assist in planning board, staff and parent educational and development programs.
Section 5. Fund-Raising Committee. The Fund-Raising Committee shall develop and implement fund-raising activities, solicit gifts and/or grants for school purposes and programs, develop ties and partnerships with the local community and businesses and develop public relations and publicity opportunities.
Section 6. Grievance Committee. The Grievance Committee shall review and make recommendations to the Board of Trustees as related to grievance issues that come before this committee. All other avenues of resolution as set forth in the charter application must be exhausted before a matter may be heard by the Grievance Committee.
Section 7. Miscellaneous Committees. The Board or Executive Committee may from time to time by resolution constitute such other committees of trustees, officers, employees, members or non-members, with such functions, powers and duties as the Board or Executive Committee shall determine. Unless the Board or Executive Committee shall provide otherwise, each such committee shall enact rules and regulations for its governance.
ARTICLE VI. AMENDMENTS
Section 1. Articles of Incorporation. The Articles of Incorporation of the Corporation may be amended by a two-thirds majority of the Trustees at any duly convened meeting of members. Notice of such a vote shall be provided in writing not less than 10 days prior to the meeting and shall include a copy of the proposed amendment or a summary of the changes.
Section 2. Bylaws. The Bylaws may be amended by a two-thirds majority of the Trustees at any duly convened meeting, or to the extent not prohibited by law, by vote of the majority of all trustees in office at a duly convened meeting of Directors, after notice of such purpose has been given, including a copy of the proposed amendment or a summary of the changes to be effected thereby.
ARTICLE VII. MISCELLANEOUS PROVISIONS
Section 1. Fiscal Year and Audit. The fiscal year of the Corporation shall end on June 30 each year. The Treasurer of the Corporation or their designee shall be required periodically and no less than once a year to employ a certified public accountant to audit the accounts of the Corporation. Annual audited financial reports to the chartering district shall be provided not less than 45 days after the close of the fiscal year.
Section 2. Execution of Contracts. The Board may authorize any officer, employee or agent, in the name of and on behalf of the Corporation, to enter into any contract or execute and deliver any instrument, and such authority may be general or confined to specific instances. Unless so authorized by these Bylaws or by the Board, no officer, employee or agent shall have any power to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable pecuniary for any purpose or in any amount.
Section 3. Commercial Paper. All checks, drafts and other orders for the payment of money out of the funds of the Corporation, and all notes or evidences of by such officer or officers, or employee or employees, as the Board may, by resolution, from time to time determine.
Section 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited, in the name of the Bucks County Montessori Charter School, by the treasurer or their designee from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board may from time to time select or as may be selected by any officer or employee of the Corporation to whom such power may from time to time be delegated by the Board; and for the purpose of such deposit, any officer, or any employee to whom such power may be delegated by the Board, may endorse, assign and deliver checks, drafts and other orders for the payment of money which are payable to the order of the Corporation. The treasurer shall make a monthly report to the Board of Trustees detailing the amount of funds received and disbursed by him or her during that past month.
The Board of Trustees of the Bucks County Montessori Charter School shall invest its funds consistent with sound business practices. The Board of Trustees may invest in the following authorized investments: United States Treasury bills; short-term obligations of the United States Government or its agencies or instrumentalities; deposits in savings accounts or time deposits or share account of institutions insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation or the National Credit Union Share Insurance Fund to the extent that such accounts are so insured, and for any amounts above the insured maximum, provided that approved collateral as provided by law therefore shall be pledged by the depository; obligations of the United States of America or any of its agencies or instrumentalities backed by the full faith and credit of the United States of America, the Commonwealth of Pennsylvania or any of its agencies or instrumentalities backed by the full faith of the Commonwealth, or of any political subdivision of the Commonwealth of Pennsylvania of any of its agencies or instrumentalities backed by the full faith and credit of the political subdivision; shares of an investment company registered under the Investment Company of America Act of 1940 (54 Stat.789, 15 U. S. C. *80a- 1 et seq.) as defined in PA 24 PS 4-440.1 of the Pennsylvania School Codes, as amended. All investments shall be subject to the standards set forth in PA 24 PS 4-440.1 of the Pennsylvania School Code.
Section 5. Notices. Except as may otherwise be required by law, any notice required to be given under these Bylaws shall be in writing and signed by the President or the Secretary; and any notice so required shall be deemed to be sufficient if given by depositing the same in a post office box in a sealed postpaid wrapper, addressed to the person entitled thereto at his last post office address appearing on the records of the Corporation, and such notice shall be deemed to have been given on the day of such mailing. Any notices required to be given under these Bylaws may be waived, by the person entitled thereto in writing (including telegraph, cable, radio or wireless), whether before or after the meeting or other matter in respect of which such notice is to be given, and in such event such notice need not be given to such person.
Section 6. Use of Conference Telephone and Similar Equipment. One or more persons may participate in a meeting of the Board, or of any Committee body, or of the members by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting.
Section 7. Headings. In interpreting these Bylaws, the headings of articles shall
not be controlling.
ARTICLE VII. INDEMNIFICATION
Section 1. General. The Corporation shall indemnify each officer, trustee, employee and representative ("Indemnity") from the expenses and risks as set forth in Sections 2 and 3 below if such Indemnity has acted in good faith or 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 criminal action or proceeding had no reasonable cause to believe his or her conduct was unlawful.
Section 2. Expenses. Indemnities shall be indemnified against all expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnity in connection with any 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 that the Indemnity is or was a representative, officer or director of the Corporation, or is or was serving at the request of the Corporation as a representative of another corporation, partnership, joint venture, trust or other enterprise.
Section 3. Advances. The Corporation shall advance to all Indemnities all expenses incurred in defending a civil or criminal action, suit or proceeding in advance of final disposition of such action provided the Board determines that it is more likely than not that the Indemnity will be entitled to indemnification pursuant to Section I of this Article VII and such Indemnity agrees to repay such amount if it is ultimately determined by the Board that the Indemnity is not permitted to receive indemnification under Subchapter D or the Non-Profit Corporation Law of 1988.
ARTICLE IX. LIMITATION OF PERSONAL LIABILITY
Section 1. Personal Liability. A trustee of the Corporation shall not be personally liable for monetary damages for any action taken or any failure to take any action, unless (a) such director has breached or failed to perform his duties as a director, including his duties as a member of any committee of the Board upon which he may serve, pursuant to the standard of care set forth in Section 2 of this
Article X, and (b) such breach or failure to perform constitutes self-dealing, willful misconduct, or recklessness.
Section 2. Standard of Care. (a) Each director of the Corporation shall stand in a fiduciary relation to the Corporation and shall perform his duties as a director, including his or her duties as a member of any committee of the Board upon which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interests of the Corporation, and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing his or her duties, a director shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by any of the following:
(1) One or more officers or employees of the Corporation whom the trustees
reasonably believe to be reliable and competent in the matters presented.
(2) Counsel, public accountants or other persons as to matters that the director
reasonably believes to be within the professional or expert competence of such
person.
(3) A committee of the Board, upon which he does not serve, duly designated in
accordance with the law, as to matters within its designated authority, which
committee the director reasonably believes to merit confidence.
A director shall not be considered to be acting in good faith if he or she has
knowledge concerning the matter in question that would cause his reliance to be
unwarranted.
Absent breach of fiduciary duty, lack of good faith or self-dealing, actions
taken as a director or any failure to take any action shall be presumed to be in
the best interests of the Corporation.
Amended: 6/13/01, 1/22/2003, 5/27/2007, 1/27/2010, 3/23/2011