options in education, inc.
Martha's Vineyard
AMENDED AND RESTATED BYLAWS
OF
OPTIONS IN EDUCATION, INC.
A Massachusetts Nonprofit Corporation
Article 1: MEMBERS
Section 1.1 The Corporation shall have no members. Any action or vote required or permitted by law to be taken by members of the Corporation shall be taken by action or vote of the same percentage of the directors.
Article 2: DIRECTORS
Section 2.1 The business of the Corporation shall be managed by the Board of Directors. The number of directors shall be determined by the Board of Directors from time to time but shall not be less than five (5) nor more than twelve (12).
Section 2.2 The directors shall be elected at each annual meeting of the Board of Directors and shall hold office until the next annual meeting and until their respective successors are chosen and qualified.
Article 3: REMOVAL OF DIRECTORS
Section 3.1 Directors may be removed from office with or without cause by the vote of a majority of the directors present at any regular or special meeting of the board. Any director who is to be removed for cause shall be entitled to reasonable notice and opportunity to be heard by the Board of Directors prior to his removal.
Article 4: VACANCIES ON THE BOARD
Section 4.1 Any vacancy on the Board of Directors, however occurring, including a vacancy resulting from the enlargement of the board, shall be filled by a majority vote of the remaining members of the Board of Directors, though less than a quorum, or by a sole remaining director, and each person so elected shall be a director to serve for the balance of the unexpired term.
Article 5: POWERS OF THE BOARD
Section 5.1 The Board of Directors may exercise all the powers of the Corporation as are directed or required to be exercised and done by law, the articles of organization or by these by-laws; provided, however, that the Board of Directors may not engage directly or indirectly in any activity that would invalidate the Corporation's status (1) as an organization of the type described in Section 501(c)(3) of the Internal Revenue Code of 1986 (the “Code”), or in the corresponding provision of any subsequent law or (2) as a corporation to which contributions are deductible under Section 170(c)(2) of the Code, or under the corresponding provision of any similar law.
Article 6: COMMITTEES
Section 6.1 The Board of Directors may, by resolution adopted by a majority of the directors in office, establish one or more committees consisting of one or more directors as may be deemed appropriate or desirable by the Board of Directors to serve at the pleasure of the board. Any committee, to the extent provided in the resolution of the Board of Directors pursuant to which it was created, shall have and may exercise all of the powers and authority of the Board of Directors, except that no committee shall have any power or authority as to the following:
a) to change the principal office of the Corporation;
b) to amend by-laws;
c) to elect officers required by law to be elected by the directors and to fill vacancies in any such offices;
d) to change the number of the Board of Directors and to fill vacancies in the Board of Directors;
e) to remove officers or directors from office; or
f) to take action on matters committed by these by-laws or a resolution of the Board of Directors to another committee of the board of Directors.
Section 6.2 The Board of Directors may determine the manner of conducting committee business, whether at a meeting or otherwise, and the number of members required to constitute a quorum or required to take specific types of action. The designation of any such committee and the delegation of any authority thereto shall not operate to relieve the directors from any responsibility imposed on them by law.
Section 6.3 The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another director to act at the meeting in place of any such absent or disqualified member.
Article 7: MEETINGS OF THE BOARD OF DIRECTORS
Section 7.1 The annual meeting of the Board of Directors shall be held within six months after the end of the fiscal year of the Corporation on such date and at such hour and place as the directors or an officer designated by the directors shall determine. In the event that no date for the annual meeting is established or said meeting has not been held on the date so determined, a special meeting in lieu of the annual meeting may be held with all the force and effect of an annual meeting.
Section 7.2 Regular meetings of the directors shall be held at least quarterly at such times and places as the Board of Directors may from time to time appoint or as may be designated in the notice of the meeting. Special meetings of the directors shall be held only upon notice to the directors.
Section 7.3 Members of the Board of Directors or of any committee designated thereby may participate in a meeting of such board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means constitute presence in person at a meeting.
Section 7.4 At all meetings of the Board of Directors, the number of directors required to constitute a quorum shall be a majority of the directors then in office. If a quorum is present, a majority of the directors present may take any action on behalf of the board except to the extent that a larger number is required by law or the articles of organization or these by-laws.
Article 8: ACTION WITHOUT A MEETING
Section 8.1 Any action required or permitted to be taken at any meeting of the directors may be taken without a meeting if all the directors consent to the action in writing and the written consents are filed with the records of meetings of directors. Such consents shall be treated for all purposes as a vote at the meeting.
Article 9: ADVISORY COMMITTEE
Section 9.1 The Board of Directors may establish an advisory committee whose purpose is to provide the Board with advice and guidance in support of the objectives and mission of the Corporation. Any advisory committee so established shall be comprised of individuals who are not directors of the Corporation, but who, by virtue of professional training, employment or experience, may render valuable service to the Corporation in support of its mission and goals. Advisory committee members shall be appointed by the Board of Directors and shall serve at the pleasure of the board.
Article 10: HONORARY AND EX OFFICIO DIRECTORS
Section 10.1 The Board of Directors may designate or appoint certain individuals as Honorary Directors of the Corporation. Honorary Directors shall be kept apprised of and invited to all meetings of the Board of Directors but shall not be required to attend such meetings nor considered for purposes of establishing a quorum nor permitted or required to vote on any matter before the Board of Directors.
Section 10.2 The Director of the Martha’s Vineyard Public Charter School (“MVPCS”) shall be an ex officio member of the Board. The Board may designate other such ex officio members as it deems appropriate. Ex officio members shall be kept apprised of and invited to all meetings of the Board of Directors but shall not be required to attend such meetings nor considered for purposes of establishing a quorum nor permitted or required to vote on any matter before the Board of Directors.
Article 11: LIABILITY OF DIRECTORS
Section 11.1 A director, officer or incorporator shall perform his duties as such, including, in the case of a director, his duties as a member of a committee of the board upon which he may serve, in good faith and in a manner he reasonably believes to be in the best interests of the Corporation, and with such care as an ordinarily prudent person in a like position with respect to a similar corporation organized under Chapter 180 of Massachusetts General Laws would use under similar circumstances. In performing his duties, a director, officer or incorporator shall be entitled to rely on information, opinions, reports or records, including financial statements, books of account and other financial records, in each case presented by or prepared by or under the supervision of (1) one or more officers or employees of the Corporation whom the director, officer or incorporator reasonably believes to be reliable and competent in the matters presented, or (2) counsel, public accountants or other persons as to matters which the director, officer or incorporator reasonably believes to be within such person’s professional or expert competence, or (3) in the case of a director, a duly constituted committee of the board upon which he does not serve, as to matters within its delegated authority, which committee the director reasonably believes to merit confidence, but he shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause such reliance to be unwarranted. A director, officer or incorporator of the Corporation shall not be liable for the performance of his duties if he acts in compliance with this section.
Article 12: OFFICERS
Section 12.1 The officers of the Corporation shall consist of a President, a Treasurer and a Clerk, and such other officers and assistant officers as the Board of Directors may authorize from time to time.
Section 12.2 The Director of the Martha’s Vineyard Public Charter School shall automatically serve as the President of the Corporation. The President shall also serve as an ex officio director of the Corporation, but shall not be considered for purposes of establishing a quorum nor permitted or required to vote on any matter before the Board of Directors. If the office of President becomes vacant for any reason, the vacancy may be filled by the Board of Directors.
Section 12.3 The Treasurer, Clerk, and other such officers as the Board of Directors may authorize, shall be elected at the annual meeting of directors and shall hold office until the next annual meeting and until their respective successors are chosen and qualified. Officers elected or appointed by the directors may be removed from their respective offices with or without cause by a vote of a majority of directors then in office; provided, however, that an officer may be removed for cause only after a reasonable notice and opportunity to be heard by the Board of Directors. Any officer elected or appointed by the directors may resign at any time upon written notice to the Corporation. The resignation shall be effective upon receipt thereof by the Corporation or at such subsequent time as may be specified in the notice of resignation. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors.
Section 12.4 Any officer may be required to give a bond for the faithful performance of his duties in such form and with such sureties as the Board of Directors may determine.
Article 13:THE PRESIDENT
Section 13.1 The President shall preside at all meetings of directors. He shall be the chief executive officer of the Corporation; shall be responsible for the general and active management of the Corporation; shall see that all orders and resolutions of the Board of Directors are put into effect, subject, however, to the right of the Board of Directors to delegate any specific powers, except such as may be by statute exclusively conferred on the President, to any other officer or officers of the Corporation; shall have the power to countersign all checks and vouchers on behalf of the Corporation, in which capacity the President shall share this duty with the Treasurer; and shall have the authority to execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where the signing and execution thereof shall be expressly delegated by that Board of Directors to some other officer or agent of the Corporation.
Article 14: THE VICE PRESIDENT
Section 14.1 The Vice President or, if more than one, the Vice Presidents in the order, if any, established by the Board of Directors shall, in the absence or incapacity of the President, have the authority to exercise all the powers and perform the duties of the President. The Vice Presidents, respectively, shall also have such other authority and perform such other duties as may be provided in these by-laws or as shall be determined by the Board of Directors or the President.
Article 15: THE CLERK
Section 15.1 The Clerk shall attend all meetings of the Board of Directors and keep accurate records thereof in one or more minute books kept for that purpose; shall keep, or cause to be kept, at the principal office of the Corporation, a register showing the names and addresses of all members of the Board of Directors; and shall perform the duties customarily performed by the clerk of a Corporation and such other duties as may be assigned to him by the Board of Directors or the President. The Clerk shall be a resident of the Commonwealth of Massachusetts unless the Corporation has a duly appointed registered agent.
Article 16: THE TREASURER
Section 16.1 The Treasurer shall be responsible for the custody of the corporate funds and securities; shall be responsible for full and accurate accounts of receipts and disbursements in books belonging to the Corporation; and shall perform such other duties as may be assigned to him by the Board of Directors or the President. He shall give bond in such size and with such surety as the Board of Directors may from time to time direct.
Article 17: INDEMNIFICATION
Section 17.1 The Corporation shall indemnify any director or officer, and may indemnify any other employee or agent, who was or is a party to, or is threatened to be made a party to, or who is called as a witness 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 he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by him in connection with such action, suit or proceeding if such person acted in good faith and in a manner he 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 reason to believe his conduct was unlawful.
Section 17.2 The Corporation shall indemnify any director or officer, and may indemnify any other employee or agent, who was or is a party to, 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 is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner he 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 for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court of common pleas or other court shall deem proper.
Section 17.3 The indemnification and advancement of expenses provided by, or granted pursuant to, this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any by-law, agreement, vote of disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. It is the policy of the Corporation that indemnification of, and advancement of expenses to, directors and officers of the Corporation shall be made to the fullest extent permitted by law. To this end, the provisions of this Article shall be deemed to have been amended for the benefit of directors and officers of the Corporation effective immediately upon any modification of Chapter 180 of Massachusetts General Laws or any modification, or adoption of any other law that expands or enlarges the power or obligation of corporations organized under Chapter 180 of Massachusetts General Laws to indemnify, or advance expenses to, directors and officers of corporations.
Section 17.4 The Corporation shall pay expenses incurred by an officer or director, and may pay expenses incurred by any other employee or agent, in defending an action, or proceeding referred to in this Article in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation.
Section 17.5 The indemnification and advancement of expenses provided by, or granted pursuant to, this Article shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such person.
Section 17.6 The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article.
Section 17.7 As soon as practicable after receipt by any person specified in Section 17.1 or 17.2 of this Article of notice of the commencement of any action, suit or proceeding specified in Section 17.1 or Section 17.2, such person shall, if a claim with respect thereto may be made against the Corporation under this Article, notify the Corporation in writing of the commencement or threat thereof; however, the omission so to notify the Corporation shall not relieve the Corporation from any liability under this Article unless the Corporation shall have been prejudiced thereby or from any other liability which it may have to such person other than under this Article. With respect to any such action as to which such person notifies the Corporation of the commencement or threat thereof, the Corporation may participate therein at its own expense and, except as otherwise provided herein, to the extent that it desires, the Corporation, jointly with any other indemnifying party similarly notified, shall be entitled to assume the defense thereof, with counsel selected by the Corporation to the reasonable satisfaction of such person. After notice from the Corporation to such person of its election to assume the defense thereof, the Corporation shall not be liable to such person under this Article for any legal or other expenses subsequently incurred by such person in connection with the defense thereof other than as otherwise provided herein. Such person shall have the right to employ his own counsel in such action, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of such person unless: (i) the employment of counsel by such person shall have been authorized by the Corporation; (ii) such person shall have reasonably concluded that there may be a conflict of interest between the Corporation and such person in the conduct of the defense of such proceeding; or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action. The Corporation shall not be entitled to assume the defense of any proceeding brought by or on behalf of the Corporation or as to which such person shall have reasonably concluded that there may be a conflict of interest. If indemnification under this Article or advancement of expenses are not paid or made by the Corporation, or on its behalf, within 90 days after a written claim for indemnification or a request for an advancement of expenses has been received by the Corporation, such person may, at any time thereafter, bring suit against the Corporation to recover the unpaid amount of the claim or the advancement of expenses. The right to indemnification and advancement of expenses provided hereunder shall be enforceable by such person in any court of competent jurisdiction. The burden of proving that indemnification is not appropriate shall be on the Corporation. Expenses reasonably incurred by such person in connection with successfully establishing the right to indemnification or advancement of expenses, in whole or in part, shall also be indemnified by the Corporation.
Article 18: BOOKS AND RECORDS
Section 18.1 The Corporation shall keep an original or duplicate record of the proceedings of the Board of Directors and the original or a copy of these by-laws, including all amendments hereto to date, certified by the Clerk of the Corporation. The Corporation shall also keep appropriate, complete and accurate books or records of account. These records shall be kept in the Commonwealth by the Corporation at its principal office or an office of its clerk or of its registered agent.
Article 19: FISCAL YEAR
Section 19.1 The fiscal year of the Corporation shall be as determined by the Board of Directors.
Article 20: MANNER OF GIVING NOTICE; WAIVERS OF NOTICE
Section 20.1 Whenever written notice is required to be given to any person under the provisions of these by-laws, it may be given to the person either personally or by sending a copy thereof by first class mail, postage prepaid, to his address appearing on the books of the Corporation, or, in the case of written notice to directors, supplied by each director to the Corporation for the purpose the notice. If the notice is sent by mail, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail for delivery to that person. A notice or waiver of notice need not meeting of directors.
Section 20.2 A notice or waiver of notice need not specify the purpose of any special meeting of directors. Notice of a meeting need not be given to any director, if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him.
Article 21: ANNUAL REPORT
Section 21.1 The President and Treasurer shall present annually to the Board of Directors a report, showing in appropriate detail the following:
a) The assets and liabilities, including the trust funds, of the Corporation as of the end of the fiscal year immediately preceding the date of the report;
b) The principal changes in assets and liabilities, including trust funds, during the year immediately preceding the date of the report;
c) The revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, of the year immediately preceding the date of the report, including separate date with respect to each trust fund held by or for the Corporation; and
d) The expenses or disbursements of the Corporation, for both general and restricted purposes, during the year immediately preceding the date of the report, including separate date with respect to each trust fund held by or for the Corporation.
Section 21.2 The annual report shall be filed with the minutes of the meetings of the directors.
Article 22: AMENDMENTS
Section 22.1 These by-laws may be amended or repealed, and new by-laws adopted, by a majority vote of the members of the Board of Directors at any regular or special meeting duly convened.
