Franklin Discovery Academy - Vineyard
Governing Board Bylaws
Article I - Name, Offices, and Purpose
The name of the organization is Franklin Discovery Academy - Vineyard.
Franklin Discovery Academy - Vineyard is a non-profit corporation located in Utah and formed to manage, operate, guide, direct and promote Franklin Discovery Academy, a Utah Public Charter School.
The corporation is organized under the Utah Nonprofit Corporation Act for public purposes and is not organized for the private gain of any person.
The corporation has not been formed for the making of any profit, or personal financial gain. The assets and income of the organization shall not be distributable to, or benefit the trustees, directors, or officers or other individuals. The assets and income shall only be used to promote corporate purposes as described below. Nothing contained herein shall prohibit the payment of reasonable compensation to employees and independent contractors for services provided for the benefit of the organization.
The organization shall have an office located at 320 E Gammon, Vineyard UT and at such other places as shall be designated by the board of directors from time to time by resolution.
The organization is organized exclusively for charitable, scientific, and educational purposes. The organization shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax.
The organization shall not participate in any political campaign in any manner. The organization shall not attempt to influence legislation.
Article II – Franklin Discovery Academy Governing Board
General Powers. The business and affairs of Franklin Discovery Academy - Vineyard shall be managed by the Franklin Discovery Academy - Vineyard Governing Board, except as otherwise provided in the Utah Revised Nonprofit Corporation Act and Franklin Discovery Academy - Vineyard’s Articles of Incorporation, Corporate Bylaws, and Trustees.
Number. The number of Board Members of the Governing Board shall be five (5).
The School Director will act as an advisor to the Board.
The Board may change the number of board members within a range of 5 to 7, with a supermajority vote at any regularly scheduled meeting.
Quorum: A majority (half the board plus one) of board members shall constitute a quorum.
Voting: A majority vote requires a majority of those present, while a supermajority requires a ⅔ vote of those present. In the event of a tie, the Board chair’s vote will break the tie.
Qualifications. Board members must meet the minimum qualifications and requirements, which are:
Ability to pass a BCI background check
18 years of age or older and a resident of Utah
Not be a current regular part-time or full-time employee of the school. Board members may occasionally fill-in as subs.
Agree to sign and uphold the Board Member’s Code of Conduct
Any other lawful qualifications required by the Utah Office of Education
Any family relationships will be disclosed on the school’s website
Election. Board members shall be elected or re-elected by the Governing Board at the Annual Meeting of the Board, and each board member shall hold office until his or her term has expired and until his or her successor shall have been elected and qualified, or until his/her earlier death, resignation or removal.
Board terms shall end on June 30th of the respective term.
To maintain the original vision of Franklin Discovery Academy, the initial Founding Board Members have a first term of 5 years.
New Board Members
Interested potential new board members will submit an application to the governing board for review.
Board members may invite potential board members to apply or post open positions on the school’s website.
New Board Members shall be elected by a majority vote of the then current Governing Board at each annual business meeting.
Terms will be 3 years in length and begin on the July 1 following election.If board membership drops below 5, vacancies will be filled within 60 days of the opening at the next available board meeting with a term to start immediately.
All new board members are elected to a six-month probationary term. At the conclusion of six-months, the new member may apply for a regular 3-year term, which then requires approval of a majority of the board.
Founding Board members are exempt from the probationary term if the rejoin the board.
Board Members are limited to serve 6 terms.
Following operational year 2, at least two of the Board Members should be a parent of a child currently attending the school. The board will select a parent application for board membership, if one is available, until at least 2 board members are parents of a currently-enrolled student.
Removal. Regular board member may be removed at any time, with or without cause, by a supermajority (2/3) vote of board members other than the board member who is to be removed.
Board Members may be removed for unsatisfactory meeting attendance, failure to promote the mission and vision of the school, or misconduct
Founding board members may only be removed for cause by unanimous vote of the remaining board members.
Purpose: The general purpose of the board is to ensure that the administration is executing the mission and vision of the school and to provide oversight of finances, budget, and performance. Board membership, while important, should not place undue burdens on board members due to its uncompensated nature.
Responsibilities. Board members are expected to:
Attend the annual board business meeting.
Attend ten regularly scheduled board meetings per year.
Four board meetings must be attended in person. Other board meetings may be attended electronically
Uphold the mission and vision of the school.
Fulfill responsibilities as indicated by the Governing Board Code of Conduct.
Complete all state requirements for board members
Spokesman: One Board member may be designated as the Board spokesperson. This individual is authorized to speak on behalf of the Board for official business. No other board members will speak to the media regarding school business.
Compensation. Board members shall not receive compensation for their services as such, although the reasonable expenses of directors of attendance at Board meetings may be paid or reimbursed by the Corporation. Board members shall not be disqualified to receive reasonable compensation for services rendered to or for the benefit of the Corporation in any other capacity.
Founder’s Rights: In recognition of the founder’s agreement with the state to develop a charter school with no compensation in exchange for the ability to execute their mission and vision, Founding Board Members will retain additional rights to board membership. Founding Board Members may elect to fill any open board seat if they elect to return to the board. Founding Board members may not be removed unless for cause in negligence of duty or inability to pass a background check. Founding board members may not be removed for differences in opinion on how to execute mission and vision.
Officers. The Board will have the following elected officers.
Chair, Vice-Chair, and Treasurer
Officer elections will be held annually, at the request of a board member, at the Board’s Annual Meeting. If no request is made for office elections by a board member at least 30 days before the board’s annual business meeting, no election will be held and the current officer position will remain unchanged.
Board members wishing to run for an officer position will notify the current Board secretary 30 days in advance of the annual business meeting. The secretary will prepare a list of each office and each candidate. Board members will elect each position according to Board rules.
Board Members must serve on the board for 18 months prior to be eligible for running for an officer seat.
Officers will serve for two-year terms.
There is no term limit for officer positions.
Duties of officers will be defined by board rule and may be amended at the annual meeting.
Close relatives may not both hold officer positions at the same time.
The Board may appoint or elect any other officer and assistant officers as it deems necessary to carry out the functions of the Board.
The Board secretary is a non-voting appointed position.
Article III – Meetings and Business
Annual Meeting. An annual business meeting shall be held once each calendar year for the purpose of electing members to the board and for the transaction of such other business as may properly come before the meeting. The annual meeting shall be held during the regularly appointed board meeting time during the month of May or as designated by the directors.
Governing Board Code of Conduct. The Governing Board may re-adopt the Code of Conduct at each annual meeting by majority vote
Regular Meetings. Regular meetings of the Governing Board will generally occur at monthly at a time and place to be designated by the Board.
The board will hold a minimum of 10 meetings per year.
Notice. All meetings will be open to the public and will be held and noticed in accordance with UCA 52-4-202 and any other applicable code.
Special Meetings. Special meetings may be requested by the Chair or a majority of the Board members.
A simplified Robert’s Rules of Order will be used as the basis to conduct Board Meetings. The board may adopt modifications as deemed necessary.
Conflicts. In the event of a conflict of interest between a Board Member and the Corporation, the Board shall follow the conflict of interest policy adopted by the Board.
The board member who has the conflict shall recuse him or herself from voting on any issue when a conflict of interest exists and not be present for any of the discussion.
Authority to Bind Corporation. Unless the Board authorizes the execution of instruments as described in its policies, no director, officer, committee, employee or agent shall have the authority to bind the Corporation by any contract or instrument or pledge its credit or render it liable monetarily for any purpose or in any amount.
Audits. The Board will comply with all audit requirements as mandated by statute.
Maintenance of Records. The Board will keep at its principle place of business: 1) copies of all public records in accordance with federal, state, and local laws. 2) Books and records for all financial accounts. 3) A list of names and addresses of its current board. 4) copies or all agendas and minutes, and 5) any other records required by law.
Inspection Rights. Each Board Member shall have the right during regular business hours to inspect, copy, and make extracts of all documents of the organization.
Non-Liability of Directors. No Board Member shall be held personally liable (individually or collectively) for the debts, liabilities, or other obligations of the corporation, except, and only to the extent to which, such liability is proven to be the direct result of specific criminal misconduct by said Board Member.
Indemnification by Corporation of Directors, Officers, Employees, and Other Agents. To the extent that a person who is, or was, a Board Member, Director, Officer, employee or other agent of this organization has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of the fact that he or she is, or was, an agent of the organization, or has been successful in defense of any claim, issue or matter therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding. If such person either settles any such claim or sustains a judgment against him or her, then indemnification against expenses, judgments, fines, settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by these Bylaws but only to the extent allowed by, and in accordance with the requirements of, applicable state and federal income tax codes.
Insurance for Corporate Agents. The Board will provide director’s and officer’s liability insurance.
Loans. The organization will not loan any money to a member of the Board, employee, or any other individual or organization.
Deposits. All funds of the organization shall be deposited from time to time to the credit of the organization in such banks, trust companies, or other depositories as agreed to by the Directors.
Gifts. Board Members may accept on behalf of the corporation any contribution, gift, bequest, or devise for the charitable or public purposes of the organization.
Article IV - Conducting Board Business
Meetings. The Board will vote on the following fiscal year’s general meeting schedule during each annual business meeting.
Agenda. The agenda will be prepared in accordance with Utah’s Open Meeting law, and any such custom as decided during the annual business meeting.
All items requiring a vote by the board must be on the agenda.
The board chair or the board chair’s designee will put together an an agenda for all board meetings.
Any agenda items requested by three or more board members will be placed on the agenda.
The agenda will be made available to the public, at least 24-hours in advance, as required by state statute.
Closed sessions. The Board may initiate closed sessions for the purpose of discussing sensitive information, such as an employee evaluation, or any other lawful purpose. Closed session information will not be included with the minutes.
Voting. Decisions voted on by the Board must be made by a simple majority vote of those members present except as otherwise noted in these bylaws.
For board motions that have already been approved by the board, a supermajority vote is required to change or alter the action that was previously approved.
Changes to Charter or Charter Agreement. Requests from a Board Member to open an item for discussion that would materially change the Charter or Charter Agreement must be approved by a supermajority of the Board. If that request is approved the item will be placed on the next board agenda. Another supermajority vote is then required to affirm the change. Additional permission may also be required from the authorizer.
Article V: CAO
The board may elect to hire a CAO. The CAO is the general administrative officer overseeing school mission, vision, and operations. The board may designate other duties as necessary. The CAO reports to the board.
Article VII: School Director
The school’s Executive Director is hired by the Governing Board and reports to the CAO. The Executive Director has day-to-day responsibility for school operations, including carrying out goals and Board policy. The Executive Director will attend all Board meetings, report on school progress, answer questions of Board members and carry out the duties described in the job description. The Board may designate other duties as necessary.
Article VII: Committees
The board will organize and form any committees required by state regulations. Those committees may include an audit committee, land-trust committee, and curriculum committee. The board will fill committee seats when practicable and hold committee meetings during regular board meetings.
Non-state regulated committees may be formed in any area deemed of importance by the Governing Board.
Committees have authority to act within the scope of their mission. They do not have authority to bind the corporation in any other way.
Article VIII: Amendments
These Bylaws may be altered, amended, repealed or added to by an affirmative vote of not less than two-thirds of the Governing Board. In all cases, these Bylaws shall be compliant with Utah and Federal statutes and rules governing Charter Schools. In cases of any current or future conflict, the statute or rule shall govern.
These Bylaws of the Franklin Discovery Academy Governing Board were adopted on Sept 13, 2018 by a supermajority of the Governing Board.
Jennifer Price, Chair
Liz Merchant, Secretary