BYLAWS

Adopted By-laws are in regular type
Italics are section that will be up for Membership votes

BYLAWS (6)
OF
GLOBE CHARTER SCHOOL
(HEREINAFTER THE "CORPORATION")

ARTICLE I.

Offices

Section 1.1 Principal Office.
The principal office of the corporation shall be located in El Paso County, Colorado.

Section 1 .2 Registered Office.
The registered office of the corporation required by the laws of the State of Colorado to be maintained in Colorado may be, but need not be, identical with the principal office and the address of the registered office may be changed from time to time by the board of directors.

ARTICLE II.

Members 

Section 2.1 Members
Members are defined as: Each parent or legal guardian of a child enrolled in GLOBE Charter School, full or part time employee, with the exception of substitute/guest teachers, of GLOBE Charter School, and any Associate or Family Associate Member in good standing.

1. Associate Members are defined as interested and involved community members who complete an application, sign a volunteer waiver and complete the required number of volunteer hours each quarter. Hours per quarter to be set at 30 hours a quarter.
2. Family Associate Members are defined as persons directly involved with a child enrolled at GLOBE Charter School and who complete an application, sign volunteer waiver and complete the required number of volunteer hours each quarter. Hours per quarter to be set at 15 hours a quarter. A limit of two (2) Family Associate Members are permitted per child enrolled at GLOBE Charter School.
3. Such memberships shall terminate when the child(ren) of a parent-member /Family Associate Member ceases to be enrolled, or employment ends. The Board of Directors has the right to terminate any membership at anytime for any reason in the best interest of GLOBE Charter School. Should the decision be made by the Principal, the decision may be appealed before the Board of Directors. Board of Directors has the authority to waive any hours or limitations to Associate or Family Associate memberships other than the liability waiver.
4. Membership in Good Standing will be award at the completion of required hours and be good for the rest of the quarter the hours where worked in and for the one quarter following.

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ARTICLE III.

Board of Directors

Section 3 .1 General Powers.
The business and affairs of the corporation shall be managed by its board of directors, except as otherwise according to any pertinent Federal laws, laws of the state of Colorado, the Articles of Incorporation, or these Bylaws. The board may delegate such management functions of the corporation to the school's Working Committees and administration to the extent that such delegation is in the best interests of the corporation and the charter school.

The purpose of the Board, on behalf of the students, parents, teachers and residents of El
Paso County, District #11 (herein referred to as the corporation) is to see to it that
GLOBE CHARTER SCHOOL achieves the mission statement and avoids unethical, immoral, illegal and/or negligent actions/situations. The members must represent un-conflicted loyalty to the interests of the corporation and will respect the confidentiality appropriate to issues of a sensitive nature. The function and duties of the Board of Directors is to manage the affairs of the corporation, except as otherwise provided.

1. Legislative or policymaking. The Board is responsible for the development of policy and for the employment of a Principal who will carry out its policy through the development and implementation of regulations.
2. Financial Resources. The Board is responsible for adopting a budget that will provide the financial basis for buildings, staff, materials and equipment, which will enable GLOBE to carry out the educational program. The Board is responsible for exercising control over the finances of the school to ensure proper use of, and accounting for, all school funds.
3. School facilities. The Board is responsible for determining school housing needs, for communicating these needs to the community, for purchasing sites, and for approving building plans that will support and enhance the educational program.
4. Judicial. The Board is responsible for acting as a court of appeals for school staff members, students and the public when issues involve Board policies and their fair implementation.
5. Accreditation and Re-chartering. The Board is responsible for the school's compliance with all contracts with the state and the district.

Section 3 .2 Number, Tenure and Qualifications of Board of Directors,

1. Members of the Board of Directors shall be at least eighteen (18) years of age or older.
2. The number of Directors of the corporation shall be no less than Seven (7) and no more than fifteen (15)
3. One (1) Director position shall be reserved for a staff member employed by GLOBE and elected by majority vote of the GLOBE faculty and staff for a term of one (1) year. The election for the staff member position shall be held in August. The staff may have an alternate that is also required to sign the Board agreement and only has a vote in the absence of the Staff Liaison.
4. Six (6) to twelve (12) Directors shall be elected to serve for a term of three (3) years, with Directors being elected by a vote of the Village Assembly of the membership of the corporation. These elections shall be held in February of each year for positions coming open in that year. The number of Director seats open for an election are in staggering terms of approximately equal numbers each year, allowing for continuity.
5. Two (2) additional Directors called Community Outreach Directors may be appointed by the Board on a one year basis in August and are to be filled by members of the greater community in order to provide balance and needed expertise to the Board of Directors. These two (2) board members are considered directors of the corporation for the duration of their term on the Board of Directors.
6. A Director may be removed in the manner provided by the laws of the State of Colorado, or as otherwise proved in these Bylaws.
7. No former employee may be elected to the Board of Directors within two (2) years if the employee is terminated, or removed from their position. An employee who completes a term of employment, leaves on good terms and still has children enrolled at school is eligible.
8. Any Director may resign at any time by giving written notice to the President or the Secretary of the Board of Directors. Such resignation shall take effect at the time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. In the event of a vacancy due to death, disability, resignation or other circumstance of a director, the Board shall appoint a member, by majority vote of the remaining members, from among volunteers for the position. This appointment shall be effective until the next regularly scheduled election for the non-reserved Board Director positions, at which time a Director shall be elected for the remainder, if any, of the unexpired term.
9. In the event of a vacancy in the Board position reserved for a GLOBE staff member, an election shall be held within Thirty (30) days to elect a staff to serve for the duration of the unexpired term.
10. If a Director misses three (3) regularly scheduled monthly meetings in a row, or fails to meet other stated obligations of directors, and if such failure is confirmed by a majority vote of the Board of Directors, they will be considered to have resigned their position at the time of the vote and a replacement can be appointed to fulfill that directors term as stated in section 3.4
11. All members of the Board of Directors shall be required to sign a Volunteer waiver and a Board Agreement; said Board Agreements will be made available to any candidate prior to election or appointment.
12. No member of the board of directors shall permit their position on the board to create a conflict between that director's personal activities and the best interests of the corporation.

Section 3.3 Board officers and responsibilities
The officers of the Board shall consist of one president and one secretary as required by law. In addition the Board may also have one vice-president, one treasurer, and one parent liaison. The term of such offices shall be for a period of two years or until such time as their respective successors are duly elected and qualified. Election of officers, as needed, takes place in April after the newly elected Board is seated. Officers may be removed by majority vote of the Board of Directors at any time.

1. Subject to the direction and accountability of the Board of Directors, the president will ensure the integrity and fulfillment of the Board's process. The president will have general responsibility of the affairs and business of the corporation, occasionally representing the Board, with the Board's knowledge and approval, to outside parties. The president of the Board of Directors shall preside over all meetings of the Board of Directors.
2. The vice-president shall assist the president and perform duties as may be required. In the absence of the president, the vice president shall assume the responsibilities and perform the duties of the president.
3. The secretary shall keep the minutes of the proceedings of the executive committees, advisory committees, village assemblies and the Board of Directors. The secretary will see that all notices are duly posted in accordance with the provisions of the governance policies and/or as required by law, and will keep at the corporation's office a record containing the names and addresses of all Board members and other records as designated by the Board. The secretary is also responsible for maintaining confidential executive session records and purging said records after the required two years hold on a quarterly basis.
4. The president may designate a person other than the secretary to record the minutes of their respective meetings. Any books, records and/or minutes of the corporation may be in any form capable of being converted into a written document within a reasonable time.
5.  The treasurer shall be the chief financial officer of the corporation and shall act as the liaison for financial matters between the Board of Directors, Principal, and the contracted accounting agent (s) of the corporation. The treasurer shall also perform all other duties incident to that office, including the compilation and reporting to the Board of the various financial matters of the corporation. The treasurer may delegate these financial duties to contracted accounting agent(s).
6. The parent liaison shall be identified as the primary, but by no means the only, channel of communication between the members and the Board.
7. These duties shall be performed in a manner that is in keeping with the Code of Conduct of the Board Agreement.

Section 3 .4 Board and Principal and Assistant Principal Relationships
The Board of Directors shall employ a Principal and Assistant Principal who shall be responsible for managing the corporation on behalf of the Board of Directors in a manner consistent with the purposes of GLOBE Charter School, Inc.

1. Only decisions of the Board of Directors acting as a body are binding on the Principal and Assistant Principal.
2. The Board of Directors will refrain from evaluating, either formally or informally, any staff other than the Principal and Assistant Principal.
3. The Board of Directors will view the Principal’s and Assistant Principal’s performance as identical to the corporation's performance, so that the corporation's accomplishment of Board-stated ends and avoidance of Board proscribed means will be viewed as successful Principal and Assistant Principal performances.
4. The Board of Directors will instruct the Principal and Assistant Principal through written policies that prescribe the corporate ends to be achieved and describe corporate situations and actions to be avoided, allowing the Principal and Assistant Principal to use any reasonable interpretation of these policies.
5. As long as the Principal and Assistant Principal uses any reasonable interpretation of the Board of Directors' ends and written executive limitation, the Principal and Assistant Principal are authorized to establish all further policies, make all decisions, take all actions, establish all practices and develop all activities.
6. The Principal and Assistant Principal are the Board of Directors' only link to operational achievement and conduct, so that all authority and accountability of staff, parents and volunteers is considered the authority and accountability of the Principal and Assistant Principal.
7. Systematic and rigorous monitoring of the Principal’s and Assistant Principal’s job performances will be solely against the expected job outputs, corporate accomplishment of Board policies on ends, and corporate operation within the boundaries established in Board policies and executive limitations. The Principal’s and Assistant Principal’s job performances will be evaluated at least once a year and will include budget, personnel, and student performance issues.

Section 3 .5 Annual and Regular Meetings.
The Annual meeting of the Corporation shall be held without other notice than this bylaw once a year in February and shall constitute its annual meeting. The Board of Directors may provide by resolution the time and place, either within or outside Colorado, for the holding of additional regular meetings without other notice than such resolution. The Annual meeting will be when and where members to the Board of Directors are elected.

Regular meetings will be held monthly unless otherwise decided by majority vote of the Board of Directors.

1. The Board President will set the agenda for the meeting. The agenda will usually include items from the previous meeting, monitoring data, information and business items. Board members must get agenda items to the president at least seventy-two (72) hours in advance of board meetings. The agenda will be posted no less than twenty-four (24) hours before the meeting on the school's main bulletin board. The agenda will identify, as such, items which are informational only, or actionable, and all agenda items will be aligned with Board policy.
2. All Board meetings are open to the public except that, upon a 2/3 vote of the Board members present, an executive session may be held to discuss any topic as allowed by law.
3. Any member of the school community will be given the opportunity to address the Board during the Comments section on the agenda. Comments must be respectful and non-slanderous. The Board of Directors reserves the right to ask any person acting in a disrespectful or disruptive way to leave the meeting. There is a time limit of three (3) minutes per person for public comment.
4. The rules of Robert’s Rules of Order, Revised, shall govern procedures in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and special rules that the Board of Directors may adopt.

Section 3 .6. Special Meetings.
Special meetings of the Board of Directors may be called by or at the request of the president or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or outside Colorado, as the place for holding any special meeting of the board of directors called by them.

Section 3 .7 Notice.
Notice of any regular or special meeting shall be given to members of the Board of Directors at least five (5) days prior to the meeting by written notice delivered personally, private carrier or mailed to each director at their business address, or by notice given at least two (2) days prior to the meeting by e-mail, or other similar device. If mailed, such notice shall be deemed to be delivered three (3) days after such notice is deposited in the United States mail so addressed, with postage thereon prepaid. Notice may be communicated by a newspaper of general circulation in the area where published.

A director waives notice of a regular or special meeting by attending or participating in the meeting or the transaction -of business at the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

Proper notice will be given to the public and membership as required by law.

Section 3.8 Quorum.
With the Board size being flexible as stated in these Bylaws section 3.2 (b) then a majority of the “seated” members shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.  Seated director is defined as a person who has been elected or appointed as a director to the Board of Directors. If less than such a quorum is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice, for a period not to exceed 60 days at any one adjournment.

Section 3.9 Manner of Acting.
The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors.

Section 3 .10 Compensation.
 By resolution of the Board of Directors, any director may be paid any one or more of the following: expenses incurred, if any, in attending the meeting; or such other compensation as the corporation and the director may reasonably agree upon. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefore.

Section 3 .11 Presumption of Assent.
A director of the corporation who is present at a meeting of the Board of Directors or committee of the board at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless (i) that director objects at the beginning of the meeting to the holding of the meeting or the transaction of business at the meeting; or (ii) contemporaneously requests that dissent be entered in the minutes of the meeting; or (iii) gives written notice of dissent to the presiding officer of the meeting before its adjournment or delivers such dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent as to a specific action taken at a meeting of the board of directors or a committee of the board shall not be available to a director who voted in favor of such action.

Section 3.12 Executive Committees.
The Board of Directors may designate from among its members an executive committee and one or more other committees, each of which, to the extent provided - in the resolution, shall have all the authority of the Board of Directors; except that no such committee shall have the authority to: (i) fill vacancies on the board of directors or any committee thereof; (ii) amend the Bylaws; (iii) approve a plan of merger and all authority must be within the scope of limitations as designated by the Board of Directors on an issue by issue, case by case basis.

Section 3 .13 Advisory or Standing Committees.
The Board of Directors, by resolution adopted by a majority of the full Board of Directors, shall appoint advisory or standing committees to the Board of Directors who, by such appointment, shall not be deemed to be directors, officers or employees of the corporation and whose functions shall not include participation in the operation or management of the corporation. Members of the Board of Directors shall be entitled to serve on advisory or standing committees. All action must be within the scope of limitations as designated by the Board of Directors.

Section 3 .14 Telephonic Meeting.
One or more members of the Board of Directors or any committee designated by the board may participate in a meeting of the Board of Directors or a committee thereof by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear one another at the same time. Such participation shall constitute presence in person at the meeting.

Section 3.15 Proxy Vote.
Any Director, aware a vote will be taken at an upcoming meeting and knowing full well all the facts thereof, and knowing they will not be able to attend may, in writing, assign their vote to any of the officers of the Board of Directors who will be attending the forthcoming meeting. The absent Directors vote will count as if the director were present. A proxy vote is good for only the issue stated on said written proxy.

Section 3 .16 Standard of Care.
Directors shall perform their duties, including those as a member of any committee of the board upon which they may serve, in good faith, in a manner reasonably believed to be in the best interests of, the corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. In performing their duties, directors shall be entitled to rely on information, opinions, reports, or statements; including financial statements and other financial data, in each case prepared or presented by the persons herein designated; but such directors shall not be considered to be acting in good faith if that director has knowledge concerning the matter in question that would cause such reliance to be unwarranted. A director who so performs their duties shall not have any liability by reason of being or having been a director of the corporation.

The designated persons on whom a director is entitled to rely are: (i) one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented ; (ii) counsel, public accountants, or other persons as to matters which the director reasonably believes to be within such persons' professional or expert competence ; or (iii) a committee of the board or an advisory committee upon which the director does not serve, duly designated in accordance with Sections 3 .12 or 3 .13 of these Bylaws, as to matters within its designated authority, which committee the director reasonably believes to merit confidence.

3.17 Indemnification.
No officer or director shall be personally liable for any obligations of the corporation or for any duties or obligations arising out of any acts or conduct of said officer or director performed for or on behalf of the corporation . The corporation shall, and does hereby, indemnify and hold harmless each person and their heirs and personal representatives who shall serve at any time hereafter as a director or officer of the corporation, from and against any and all claims, judgments and liabilities to which such persons shall become subject by reason of either heretofore or hereafter serving as a director or officer of the corporation, or by reason of any action alleged to have been heretofore or hereafter taken or refrained from by any such director or officer, and, shall reimburse each such director or officer for all legal and other expenses reasonably incurred in connection with the defense of any such claim or liability ; including the power to defend such person from all suits or claims as provided for under the provisions of the Colorado Nonprofit Corporation Act or the corporation code of any state in which the corporation transacts business ; provided, however, that no such person shall be indemnified against, or be reimbursed for, any expense incurred in connection with any claim or liability arising out of such person's own negligence or willful misconduct . The rights accruing to any person under the foregoing provisions of this section shall not exclude any other right to which such person may lawfully be entitled, nor shall anything herein contained restrict the right of the corporation to indemnify or reimburse such person in any proper case, even though not specifically herein provided for. The corporation, its directors, officers, employees and agents shall be fully protected in taking any action or making any payment or in refusing to do so in reliance upon the advice of counsel. The indemnification herein provided stall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of directors or otherwise, both as to action in an official capacity and as to such person who has ceased to be a director, officer, employee, or agent, and shall: inure to the benefit of the heirs and personal representatives of such person.

Section 3.18 Insurance
By action of the board of directors, notwithstanding any interest of the directors in the action, the corporation may purchase and maintain insurance, as the board of directors deems appropriate, on behalf of any person who is or was a director, officer, employee, fiduciary, or agent of the corporation, or who, while a director, officer, employee, fiduciary or agent of the corporation, is or was serving at -the request of the corporation as a director, officer, partner, trustee, employer, fiduciary or agent of any other foreign or domestic corporation or of any partnership, joint venture, trust, other enterprise, or employee benefit plan, against any liability asserted against, or incurred by, that person in any such capacity or arising out of their status, whether or not the corporation would have the power to indemnify that person against such liability under the provisions of these Bylaws or applicable law.

Section 3.19 Elections
Elections for the Board of Directors

1. Elections for the Board of Directors shall be run by an election committee comprised of one Board member not seeking reelection, one member of the staff and 3 parent members.
2. Elections of the Board of Directors shall take place at the annual meeting in February or as soon as possible.
3. Members of the School shall vote for candidates for members of the Board by secret ballot.
4. Voting by general membership shall be by ballot and returned in person, by mail, or electronically within the guidelines of elections as designed by policy. Voting may take place over a period of time as decided by election committee.
5.  Members may vote for as many candidates as there are vacancies to be filled.
6. Election of the members of the Board will be determined by a plurality of the votes cast.
7. The term of office will start at the scheduled Board of Directors meeting In April. Members Elect must attend the March Board meeting and receive training to help maintain continuity. Their term continues until the April meeting following the election at the expiration of their term.
8. The Election Committee will run all elections for the Board and tabulate results, which they shall certify to the Board at the first Board meeting following the conclusion of the election.
9. All ballots must be kept in a secure location by the Board of Directors for a period of not less than Ninety (90) days from the election.

Section 3.20 Recall
Recall of a Member of the Board of Directors:

1. The recall election process shall be initiated when the Board of Directors is presented with a petition stating the Board Member’s name, the reason for removal, the name(s) of the person(s) responsible for the petition, and the signatures of 10% of the voting membership no less than fourteen (14) days prior to the next regularly scheduled Board meeting.
2. So as to prevent interference with the learning environment, such petitions may not be solicited on school grounds from one hour before until one hour after normal school hours.
3. Once the Board of Directors receives a valid petition, the Board will be compelled to add the petition as an item on the agenda at the next regular Board meeting.
4. If, after the petition is discussed at the Board meeting, it is not withdrawn, the Board will hold a Special Election conforming to Section 3.19 (e) (Elections) of the Bylaws one (1) month after the Board meeting. The ballot will state the Board Member’s name, the reason for removal, the name(s) of the person(s) responsible for the petition, and will ask whether or not the Board Member in question shall be removed or retained. The ballot will also include the names of replacement candidates.
5. In order for the Board Member to be removed, the ballot must meet the same requirements as for adding an amendment (Section 5.4).
6.  In the event a Board Member is successfully removed, the vacancy will be filled from the replacement candidates as provided for in Section 3.20(f)
7. Unethical or illegal conduct shall be grounds for immediate removal from the Board whether or not such conduct occurs while acting in the capacity of a Board member, subject to a majority vote of the remaining Board members.
8. This recall policy includes both elected and appointed Board members.

Section 3.21 Encumbrances
The signatures of at least two members of the executive committee of the Board of Directors are required on all contracts that encumber the Corporation. When appropriate, the Principal and Assistant Principal may sign operational contracts that are for less than ten thousand dollars ($10,000.) and both the Principal and Assistant Principal signatures are required. The Principal and Assistant Principal are not authorized to sign multi-year contracts.

ARTICLE IV

Committees

Section 4.1 Standing Committees
Standing committee members shall be responsible for gathering information, exploring options, reporting on progress made toward meeting goals, and bringing recommendations to the Board of Directors for discussion and action.

Section 4.2
All committees may consist of parent volunteers, any interested members, and administrative staff or faculty members.

Section 4.3
Standing committees that require a Board Member shall include, but not be limited to, Hiring Committee, Accountability Committee (BAAC), Governances and Policy Committee and the Budget committee.

Section 4.4
Other standing committees that require approval of the Board, but may or may not require a Board Member on the committee may include, but not be limited to, Communications, Outreach, Curriculum, Enrollment and Registration, Facilities, Fundraising, Grant Writing, Scheduling, Social, Transportation, Technology and Volunteer Coordination.

Section 4.5 Ad-Hoc
Ad-hoc committees may be created as needed. Committees such as Election, Large event, or New Facility are some examples of Ad-hoc committees and may or may not require a Board member to be determined by the Board of Directors.

ARTICLE V

Amendments

Section 5.1 Alter or Amend Amendments
The Board of Directors has the right to alter or amend the Bylaws at any time to add change or delete a provision, unless it would result in a reduction of the rights, privileges, preferences, restrictions or condition of a membership class as to voting, dissolution, redemption or transfer by changing the rights privileges, preferences, restrictions or conditions of another class.

Section 5.2 member proposed amendments
Any member may propose an amendment by providing the Board with a proposed amendments signed by at least ten percent (10%) of the membership.

Sections 5.3 Voting
Voting by general membership shall be by numbered ballot and returned in person, by mail, or electronically within the guidelines of elections as designed by policy.

Section 5.4 Percentages
In order for any amendment presented to the general membership to pass, at least fifty-one percent (51%) of ballots must be in favor of the amendment and at least twenty-five percent (25%) of the membership must have cast ballots.

Section 5.5 Proxy
Proxy votes shall be permitted if they are returned on official proxy ballots signed by the member with a copy of their picture identification.
 
Section 5.6 Ballots
All ballots must be kept in a secure location by the Board of Directors for a period of not less than ninety (90) days from the election. If ballots are electronic, they must be printed out and retained likewise.

Section 5.7 Compliance
If any section of these Bylaws are found to be in violation of school district, State of Colorado, or Federal guidelines of law, that section shall be rendered invalid, but the remaining Bylaws shall remain in force as though such invalid section were not part of these by-laws.