- ARTICLE I. NAME OF ORGANIZATION
- ARTICLE II. CORPORATE PURPOSE
- ARTICLE III. MEMBERSHIP
- ARTICLE IV. MEETINGS OF MEMBERS
- ARTICLE V. BOARD OF DIRECTORS
- Section 1. General Powers
- Section 2. Number, Tenure, Requirements, and Qualifications
- Section 3. Regular and Annual Meetings
- Section 4. Special Meetings
- Section 5. Notice
- Section 6. Quorum & Vote to approve action items
- Section 7. Removal from the Board
- Section 8. Vacancies
- Section 9. Compensation
- Section 10. Informal Action by Directors
- Section 11. Advisory Council
- Section 12. Democratic Decision-making Procedure
- Section 13. Removal.
- Section 14. Start-up Board.
- ARTICLE VI. OFFICERS
- ARTICLE VII. COMMITTEES
- ARTICLE VIII. CORPORATE STAFF
- ARTICLE IX. – Conflict of Interest and Compensation
- ARTICLE X. INDEMNIFICATION
- ARTICLE XI. BOOKS AND RECORDS
- ARTICLE XII. AMENDMENTS
- ADOPTION OF BYLAWS
ARTICLE I. NAME OF ORGANIZATION
The name of the corporation is MILESTONE DEMOCRATIC SCHOOL, INCORPORATED
ARTICLE II. CORPORATE PURPOSE
Section 1. Nonprofit Purpose
This corporation is dedicated to exclusively charitable, scientific, literary, and educational purposes, and, in the event of dissolution, any remaining assets shall be distributed to organizations which shall at that time qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
Section 2. Specific Purpose
The purpose of Milestone Democratic School, Incorporated is to establish and maintain a secondary school for the education of especially educationally-disadvantaged members of the community, including youth in poverty, migrant and immigrant youth, youth racialized into oppressed identities, youth with disabilities, LGBTQ+ youth, and youth living with trauma, that:
- is founded upon the principles of restorative, consensus-driven, participatory design;
- provides a curriculum determined by the iterative design of students, teachers, families, and communities;
- considers the responsibilities of governing the school to be a core learning component of the school, to be shared democratically among students, families, staff, and representatives of the community; and
- maintains a critical, iterative approach to its structure which allows on-going innovations in democratic participation.
ARTICLE III. MEMBERSHIP
Section 1. Eligibility for Membership
Voting membership shall automatically be granted with no probationary period or restrictions to all:
- Students enrolled full-time or part-time,
- Each parent and legal guardian (as defined by all applicable State and Federal statutes and laws, and as recognized by the Board) of all enrolled students (“family members”), and
- Members of the Educators’ Cooperative contracted to provide the Learning Program for the school (“staff”).
In addition, application for voting membership shall be open to any community stakeholder, defined as a current resident, property owner, business operator, or employee of the State of Wisconsin that supports the purpose statement in Article II, Section 2. Membership is granted after completion and receipt of a membership application. All memberships shall be granted upon a majority vote of the Board.
Section 2. Annual Dues
The amount required for annual dues or their equivalency shall be determined by a majority vote of the members at an annual meeting of the membership. Voting rights may be contingent upon being up-to-date on membership dues (including dues amount modifications approved by the Board on a case by case basis).
Section 3. Rights of Members
Each member shall be entitled to
- cast one vote in all decisions undertaken at membership meetings,
- propose discussion and action items for inclusion on the agenda of all membership meetings,
- speak at all membership meetings regarding discussion or action items on the agenda, and
- cast one vote for all elections to the Board of Directors at the annual meeting.
Section 4. Resignation and Termination
Any member may resign by filing a written resignation with the secretary. Resignation shall not relieve a member of unpaid dues or equivalencies, or other charges previously accrued. A member can have their membership terminated by a majority vote of the membership. Termination of a membership may only be approved at a membership meeting if there is “good cause” cited for such termination, and then only if either the Board recommends it to the membership, or at least 10% of the full membership signs a written request for termination. In either case the request must be made in writing, citing the good cause reasons, and given to the Board President at least 15 days prior to the meeting, along with a copy being given to the member whose membership is recommended for termination. The member subject to possible termination shall have a right to speak to the membership and address the reasons cited for termination, prior to the vote by the membership.
Section 5. Non-voting Membership
The board shall have the authority to establish and define non-voting categories of membership.
ARTICLE IV. MEETINGS OF MEMBERS
Section 1. Regular Meetings
Regular meetings of the members shall be held monthly at the school, or at another location which is close by and easily accessible to the members, as designated by the President or executive committee. These meetings may be referred to as “Community Engagement” meetings.
Section 2. Annual Meetings
An annual meeting of the members shall take place in the month of December, the specific date, time and location of which will be designated by the President or executive committee. At the annual meeting the members, the members shall elect directors, and receive reports on the activities of the school and its committees.
Section 3. Special Meetings
Special meetings may be called by the President, the Executive Committee, or a simple majority of the board of directors. A petition signed by five percent (5%) of voting members may also call a special meeting.
Section 4 Notice of Meetings
Printed notice of each meeting, stating the date and time and location, as well as the subjects for the meeting, shall be given by the Secretary to each voting member not less than two weeks prior to the meeting, by email or mail, and may in addition be given by public posting at the school.
Section 5. Quorum
A quorum for a meeting of the members shall consist of at least twenty percent (20)% of the current membership.
Section 6. Voting
The agenda for each membership meeting shall be drafted by the Board President after considering input and requests submitted by membership. All action items on the agenda shall include a designated method of deliberation and decision-making, determined by the Board President, which may include simple majority, Alternative Vote, Formal Consensus, or other method. The Board shall approve the agenda prior to publication. Each meeting shall include, before any other substantive business, approval of the agenda by simple majority vote. Should the agenda fail to pass with a majority, proposed revisions and amendments, including proposed revisions to the method of deliberation and decision-making for each action item, shall be entertained and adopted by majority vote until the full agenda passes.
ARTICLE V. BOARD OF DIRECTORS
Section 1. General Powers
The affairs of the Corporation shall be managed by its Board of Directors (also known as the Governance Board of the Charter School). The Board of Directors shall have control of and be responsible for the management of the affairs and property of the Corporation. Specific duties and obligations shall be delegated to executive committees, standing committees, ad-hoc committees, and contracted entities. The Board of Directors shall exercise exclusive responsibility for:
- Raising funds for Milestone
- Raising the profile of Milestone
- Supervising, overseeing, and providing guidance to meetings of the general membership, School Meeting, Design Team, and the Educators’ Cooperative to ensure that their respective actions are in compliance with the Charter School Contract, the Worldview and Values of Milestone as published in the School Plan, and all applicable federal, State, and municipal laws and codes.
Section 2. Number, Tenure, Requirements, and Qualifications
The number of Directors shall be fixed from time-to-time by the Directors, and shall include the following officers: the President, the Vice-President, the Secretary, and the Treasurer. All Board members must be members of the corporation. The Board shall make all reasonable efforts to ensure that three (3) Directors shall be enrolled students at the school, age 16 or older; two (2) Directors shall be Community Stakeholders with membership rights at the school; and membership of the Educators’ Cooperative contracted by the school is represented on the Board.
The members of the Board of Directors shall, upon election, immediately enter upon the performance of their duties and shall continue in office until their successors shall be duly elected and qualified. All members of the Board of Directors must be approved by a majority vote of the members present and voting, at the annual meeting. No vote on new members of the Board of Directors shall be held unless a quorum of the Board of Directors is present as provided in Section 6 of this Article.
No two members of the Board of Directors related by blood or marriage/domestic partnership within the second degree of consanguinity or affinity may serve on the Board of Directors at the same time.
Each member of the Board of Directors shall be a member of the Corporation whose membership dues or equivalencies are paid in full and shall hold office for a one-year term.
All elected members of the Board of Directors shall serve one-year terms. At the conclusion of the one-year term, members of the Board of Directors may serve additional terms if so elected.
Each member of the Board of Directors shall not miss more than 3 monthly Board meeting per year, unless absences are approved by the Board.
Section 3. Regular and Annual Meetings
An annual meeting of the Board of Directors shall be held at a time and day in the month of July, and at a location designated by the President of the Board of Directors. The Board of Directors may provide by resolution the time and place, for the holding of regular meetings of the Board. Notice of these meetings shall be sent to all members of the Board of Directors and the general membership no less than ten (10) days prior to the meeting date.
Section 4. Special Meetings
Special meetings of the Board of Directors may be called by or at the request of the President or any two members of the Board of Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any location, as the place for holding any special meeting of the Board called by them, so long as that location is convenient and accessible to all members of the Board.
Section 5. Notice
Notice of any special meeting of the Board of Directors shall be given at least two (2) days in advance of the meeting by telephone, facsimile or electronic methods or by written notice. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these by-laws.
Section 6. Quorum & Vote to approve action items
The presence, in person of a majority of current members of the Board of Directors shall be necessary at any meeting to constitute a quorum to transact business, but a lesser number shall have power to adjourn to a specified later date without notice. The act of a majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these by-laws.
Section 7. Removal from the Board
Any member of the Board of Directors who fails to fulfill any of his or her requirements as set forth in Section 2 of this Article by September 1st , or thereafter, shall automatically forfeit his or her seat on the Board. The Secretary shall notify the Director in writing that his or her seat has been declared vacant, and the Board of Directors may forthwith immediately proceed to fill the vacancy. Members of the Board of Directors who are removed for failure to meet any or all of the requirements of Section 2 of this Article are not entitled to vote at the annual meeting and are not entitled to the procedure outlined in Section 14 of this Article in these by-laws.
Section 8. Vacancies
Whenever any vacancy occurs in the Board of Directors it shall be filled without undue delay by a majority vote of general membership at a regular meeting. Vacancies may be created and filled according to specific methods approved by the Board of Directors.
Section 9. Compensation
Members of the Board of Directors may receive reasonable compensation for their services as Directors, as determined and approved by membership at the annual members meeting.
Section 10. Informal Action by Directors
Any action required by law to be taken at a meeting of the Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by two-thirds (2/3) of all of the Directors following notice of the intended action to all members of the Board of Directors.
Section 11. Advisory Council
An Advisory Council may be created whose members shall be elected by the members of the Board of Directors at regular or special meetings, but who shall have no duties, voting privileges, nor obligations for attendance at regular meetings of the Board. Advisory Council members may attend said meetings at the invitation of a member of the Board of Directors. Members of the Advisory Council shall possess the desire to serve the community and support the work of the Corporation by providing expertise and professional knowledge.
Section 12. Democratic Decision-making Procedure
Any question concerning parliamentary procedure at meetings shall be determined by the President by reference to Robert’s Rules of Order, Formal Consensus, or other democratic decision-making procedure adopted by the Board by a simple majority, prior to the meeting.
Section 13. Removal.
Any member of the Board of Directors or members of the Advisory Council may be removed with or without cause, at any time, by vote of three-quarters (3/4) of the members of the Board of Directors if in their judgment the best interest of the Corporation would be served thereby. Each member of the Board of Directors must receive written notice of the proposed removal at least ten (10) days in advance of the proposed action. An officer who has been removed as a member of the Board of Directors shall automatically be removed from office.
Members of the Board of Directors who are removed for failure to meet the minimum requirements in Section 2 of this Article in these by-laws automatically forfeit their positions on the Board pursuant to Section 7 of this Article, and are not entitled to the removal procedure outlined in Section 14 of this Article.
Section 14. Start-up Board.
A temporary, self-appointed Board of Directors may enact all the duties and responsibilities outlined in the above Sections, for the duration of the start-up period, from July 31st, 2019, through the election of the first Board by membership in December of 2020.
ARTICLE VI. OFFICERS
The officers of this Board shall be the President, Vice-President, Secretary and Treasurer. All officers must have the status of active members of the Board.
Section 1. President
The President shall preside at all meetings of the membership, and of the Board. The President shall have the following duties:
- He/She/They shall preside at all meetings of the Executive Committee.
- He/She/They shall have general and active management of the business of this Board.
- He/She/They shall see that all orders and resolutions of the Board are brought to the Board.
- He/She/They shall have general superintendence and direction of all other officers of this corporation and see that their duties are properly performed.
- He/She/They shall submit a report of the operations of the program for the fiscal year to the Advisory Board and members at their annual meetings, and from time to time, shall report to the Board all matters that may affect this program.
- He/She/They shall be Ex-officio member of all standing committees and shall have the power and duties usually vested in the office of the President.
Section 2. Vice-President
The Vice-President shall be vested with all the powers and shall perform all the duties of the President during the absence of the latter. The Vice-President’s duties are:
- He/She/They shall have the duty of chairing their perspective committee and such other duties as may, from time to time, be determined by the Board.
Section 3. Secretary
The Secretary shall attend all meetings of the Board and of the Executive Committee, and all meetings of members, and assisted by a staff member, will act as a clerk thereof. The Secretary’s duties shall consist of:
- He/She/They shall record all votes and minutes of all proceedings in a digital record to be kept for that purpose. He/She/They in concert with the President shall make the arrangements for all meetings of the Board, including the annual meeting of the organization.
- Assisted by a staff member, He/She/They shall send notices of all meetings to the members of the Board and shall take reservations for the meetings.
- He/She/They shall perform all official correspondence from the Board as may be prescribed by the Board or the President.
Section 4. Treasurer
The Treasures duties shall be:
- He/She/They shall submit for approval all expenditures of funds raised by the Board, proposed capital expenditures (equipment and furniture), by the staff of the agency.
- He/She/They shall present a complete and accurate report of the finances raised by the Board at each meeting of the members, or at any other time upon request to the Board.
- He/She/They shall have the right of inspection of the funds resting with the School including budgets and subsequent audit reports.
- It shall be the duty of the Treasurer to assist in direct audits of the funds of the program according to funding source guidelines and generally accepted accounting principles.
- He/She/They shall perform such other duties as may be prescribed by the Board or the President under whose supervision He/She/They shall be.
Section 5. Election of Officers
The general membership shall submit, at the annual meeting and after the results of the election of the new Board are announced, the names of those persons that any member wishes to nominate for the respective offices of the Board. The election shall be held at the first meeting of the Board. Those officers elected shall serve a term of one (1) year, commencing at the next meeting following the annual meeting.
Officers of the Executive Committee shall be eligible to succeed themselves in their respective offices for two (2) terms only.
Section 6. Removal of Officer
The Board with the concurrence of 3/4 of the Board members voting at the meeting may remove any officer of the Board of Directors and elect a successor for the unexpired term. No officer of the Board of Directors shall be expelled without an opportunity to be heard and notice of such motion of expulsion shall be given to the member in writing twenty (20) days prior to the meeting at which motion shall be presented, setting forth the reasons of the Board for such expulsion.
Section 7. Vacancies
The general membership shall also be responsible for nominating persons to fill vacancies which occur between annual meetings, including those of officers. Nominations shall be sent in writing to members of the Board at least two (2) weeks prior to the next meeting at which the election will be held. The persons so elected shall hold membership or office for the unexpired term in respect of which such vacancy occurred.
ARTICLE VII. COMMITTEES
Section 1. Committee Formation
The board may create committees as needed, such as fundraising, housing, public relations, data collection, etc. Any member of the Corporation in good standing may serve on one or more committees. The board President appoints all committee chairs.
Section 2. Executive Committee
The four officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board of directors, and is subject to the direction and control of the full board.
Section 3. Finance Committee
The treasurer is the chair of the Finance Committee, which includes three other members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and the annual budget with staff and other board members. The board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the board or the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the board showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available to the membership, board members, and the public.
Section 4. Design Team
The Design Team committee shall include no fewer than thirteen members, and no more than seventeen. The term of all members of the committee shall be one year, beginning at the start of each academic year and ending upon the selection of a subsequent Design Team committee, at the end of each academic year. Any member of the Corporation in good standing shall be eligible for membership in the Design Team committee, and membership in the Design Team committee shall be made up accordingly:
- Any student who wishes to serve on the committee may submit their name to the Board of Directors according to the timeline determined and announced by the Board. From the names submitted, the Board shall randomly select between ten and twelve students to serve on the committee.
- Any family member who wishes to serve on the committee may submit their name to the Board of Directors according to the timeline determined and announced by the Board. From the names submitted, the Board shall randomly select one family member to serve on the committee.
- Any community stakeholder member who wishes to serve on the committee may submit their name to the Board of Directors according to the timeline determined and announced by the Board. From the names submitted, the Board may randomly select up to three community stakeholders to serve on the committee.
- Any staff member who wishes to serve on the committee may submit their name to the Board of Directors according to the timeline determined and announced by the Board. From the names submitted, the Board shall determine the number of staff members required for the committee, and shall create a secret ballot to be voted on at School Meeting by the Alternative Vote method.
- The previous year’s Design Team committee membership shall elect, by Alternative Vote method, one ex-officio non-voting member of the subsequent year’s Design Team committee.
The committee shall be empowered to formally study, evaluate, and revise the document known as the “School Plan.” The committee shall publish at least one revised edition of this document (referred to as an “Iteration”) over the course of its tenure, but may publish as many Iterations as it deems appropriate.
All decisions of the Design Team shall be made by the Formal Consensus process.
Section 5. School Meeting
The School Meeting committee shall include, without application or appointment, all student and staff members in good standing. School Meeting shall hold weekly meetings, and shall be empowered to make all day-to-day governance decisions not directly in conflict with the School Plan, so long as these decisions would not exercise any power assigned to membership, the Board, other committees, or officers by these Bylaws.
ARTICLE VIII. CORPORATE STAFF
The Corporation shall not hire or employ any staff. All staff working at the School shall be members, employees, or subcontractors of the Educators’ Cooperative contracted by the Board to deliver the services described in the current Iteration of the School Plan. Any references to employees in these Bylaws refers to members or employees of the Cooperative.
ARTICLE IX. – Conflict of Interest and Compensation
Section 1: Purpose
The purpose of the conflict of interest policy is to protect this tax-exempt organization’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer, member, or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Section 2: Definitions
- Interested Person
Any director, principal officer, or member of the Corporation with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
- Financial Interest
A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
- An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,
- A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
- A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. A person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Section 3. Procedures
- Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
- Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, He/She/They shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
- Procedures for Addressing the Conflict of Interest
- An interested person may make a presentation at the governing board or committee meeting, but after the presentation, He/She/They shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
- The President of the governing board or chairperson of the committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
- After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
- If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors, or committee members, whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
- Violations of the Conflicts of Interest Policy
- If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
- If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 4. Records of Proceedings
The minutes of the governing board and all committees with board delegated powers shall contain:
- The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
- The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Section 5. Compensation
- A voting member of the governing board who receives compensation, directly or indirectly, including all transactions defined in section 2(b), from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
- A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
- No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Section 6. Annual Statements
Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
- Has received a copy of the conflicts of interest policy,
- Has read and understands the policy,
- Has agreed to comply with the policy, and
- Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Section 7. Periodic Reviews
To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
- Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
- Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in improper inurement, impermissible private benefit or in an excess benefit transaction.
Section 8. Use of Outside Experts
When conducting the periodic reviews as provided for in these Bylaws, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
ARTICLE X. INDEMNIFICATION
Section 1. General
To the full extent authorized under the laws of the State of Wisconsin, the corporation shall indemnify any director, officer, member, employee, or agent, or former member, director, officer, employee, or agent of the corporation, or any person who may have served at the corporation’s request as a director or officer of another corporation (each of the foregoing members, directors, officers, employees, agents, and persons is referred to in this Article individually as an “indemnitee”), against expenses actually and necessarily incurred by such indemnitee in connection with the defense of any action, suit, or proceeding in which that indemnitee is made a party by reason of being or having been such member, director, officer, employee, or agent, except in relation to matters as to which that indemnitee shall have been adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty. The foregoing indemnification shall not be deemed exclusive of any other rights to which an indemnitee may be entitled under any bylaw, agreement, resolution of the Board of Directors, or otherwise.
Section 2. Expenses
Expenses (including reasonable attorneys’ fees) incurred in defending a civil or criminal action, suit, or proceeding may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding, if authorized by the Board of Directors, upon receipt of an undertaking by or on behalf of the indemnitee to repay such amount if it shall ultimately be determined that such indemnitee is not entitled to be indemnified hereunder.
Section 3. Insurance
The corporation may purchase and maintain insurance on behalf of any person who is or was a member, director, officer, employee, or agent of the corporation against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the corporation would have the power or obligation to indemnify such person against such liability under this Article.
ARTICLE XI. BOOKS AND RECORDS
The corporation shall keep complete books and records of account and minutes of the proceedings of the Board of Directors. The Board of Directors Secretary is responsible for providing Minutes of the proceedings of any and all regular, special, and annual meetings of the Board of Directors to the general membership. In addition, the Secretary of the Board of Directors shall keep complete books and records of account and minutes of any committee meetings.
ARTICLE XII. AMENDMENTS
Section 1. Articles of Incorporation
The Articles may be amended in any manner at any regular or special meeting of the Membership, provided that specific written notice of the proposed amendment of the Articles setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each member in the manner as set for by Article IV(4) of these Bylaws. All amendments of the Articles shall require the affirmative vote of two-thirds of the votes cast at the meeting, or a majority of all the members, whichever is less.
Section 2. Bylaws
The Board of Directors may amend these Bylaws by majority vote at any regular or special meeting, unless a Bylaw adopted by the Members prohibits the Board from amending that section. Written notice setting forth the proposed amendment or summary of the changes to be effected thereby shall be given to each director within the time and the manner provided for the giving of notice of meetings of directors. The Members may also adopt new Bylaws or amend these Bylaws, at any regular or special meeting, upon the same notice as required for any other regular or special meeting, so long as the Notice of the meeting, sent to members included the proposed amendment or identified a summary of the proposed amendment. The Members may amend or revoke any amendment to these Bylaws previously adopted by the Board of Directors.
ADOPTION OF BYLAWS
We, the undersigned, are all of the initial directors or incorporators of this corporation, and we consent to, and hereby do, adopt the foregoing Bylaws, consisting of the ## preceding pages, as the Bylaws of this corporation.
ADOPTED AND APPROVED by the Board of Directors on this 6th day of April, 2020.
Dr. Mary Ann Kahl, President – Milestone Democratic School, Inc.________________________________________
ATTEST: Dr. Michael McCabe, Secretary – Milestone Democratic School, Inc.