Bylaws
ACADIA Academy By-Laws
ACADIA CHARTER SCHOOL BY-LAWS
ARTICLE I: Name and Incorporation
Section 1. Name. The name of the corporation is ACADIA Academy, A Charter Academy for
Developing Independence and Achievement. It is hereinafter referred to as ‘‘the corporation.”
Section 2. Location. The principal location of ACADIA’S school facility shall be determined.
Section 3. Purposes. The Corporation is a non-profit corporation organized under the laws of
the State of Maine and its purposes are exclusively educational as set forth in the Articles of
Incorporation. More specifically, the purposes for which the Corporation is organized are: to
provide a rigorous, comprehensive educational program for children of the Lewiston/Auburn
area in grades pre-k through 6th. ACADIA will promote high educational achievement through
directed teaching opportunities that are entwined with extensive experiential learning
opportunities. ACADIA faculty and staff will support the development of the whole child as
each student develops academically, socially and emotionally in a safe community that requires
personal accountability and meaningful participation . It is our intent to support our individual
students in developing their full potential, while teaching them the value of belonging,
connectedness and contribution to our larger community.
Section 4. Statute and Code. The Corporation shall operate in accordance with 20-A M.R.S.
§§2401-2415; Maine State Department of Education Regulations, 05-071; and the Maine Non
Profit Corporations Act, 13-B M.R.S. §§101-1406.
Section 4. Non-discrimination. The Corporation shall not discriminate on the basis of race,
religion, national origin, gender or age in either the hiring and other employment practices of the
school or in its admission policies for students. Further, the Corporation shall be open to all
students in its authorized geographic area on a space available basis and shall not discriminate in
its admission policies or practices. The Corporation shall conduct all of its activities in
accordance with all applicable local, state, and federal anti-discrimination laws, as well as in
accordance with all other laws and regulations applicable to the operation of charter public
schools in the State of Maine.
ARTICLE II: Members
Section 1. Non-membership Corporation. The Corporation shall have no members. The
Trustees shall have all powers and duties for the conduct of the activities of the Corporation.
ARTICLE III: Board of Trustees
Section 1. Number. The Board of Trustees shall consist of not less than seven and not more
than twelve persons. The Director of the charter school shall be a non-voting member of the
Board of Trustees. A parent of an enrolled student shall also serve as a voting member of the
Board.
Section 2. Qualifications. All Trustees shall be committed to the mission of the organization
and shall be generally representative of different professions within the community and not
exclusive to education professionals. The Corporation shall aspire for diversity when selecting
Trustees. No more than one third 1/3 of the Trustees shall be employees or directors of any
single entity, other than the Board of Trustees. No Trustee who is an employee or director of
the education service provider may serve as an Officer of the Corporation.
Section 3. Term. Trustees elected to the officer positions may serve no more than five (5)
consecutive one-year terms. Former officers, after a break in service of two (2) years, may be
elected to another term as an officer.
Section 4. Powers. The Board of Trustees shall have all powers and authority, as designated in
the Charter, for the management of the business, property, and affairs of the Corporation, to do
such lawful acts as it deems proper and appropriate to promote the objectives and purposes of the
Corporation. The Board of Trustees may, by general resolution, delegate to committees of its
own number or to officers of the Corporations such powers as it may see fit for specified periods
of time. The Board shall have the power and authority, to designate an individual(s), from time to
time, who shall be empowered to bind the Corporation to contracts.
Section 5. Election. The names of the initial Trustees are:
Chris Brann Kelly Cabral Tracy Turner
James Pross Pam Morin Andrea Marone
Sean Seibert Holly Wise-Copland Meaghan Swan
All successor Trustees shall be elected by a majority vote of the Board from a slate of
candidates provided to it by the Standing Committee on Trustee Membership. In the event of a
tie vote for a position, a second ballot will be cast for that position only, with only the tied
candidates participating on the ballot. Should a second tie vote occur, a result shall be obtained
by flipping a coin with the person whose name is earliest in the alphabet calling a coin side
first. Newly-elected trustees shall assume office at the first Board of Trustees meeting
following their election.
Section 6. Term Limits. Trustee membership shall be limited to Three (3) consecutive three
year terms. Previous Trustees shall be re-eligible for membership after a lapse of one (1) year.
For purposes of calculating a Trustee’s term limit, temporary appointments to fill out the
remaining term of another Trustee, pursuant to Section 14, will not be counted.
Section 7. Resignation and Removal. A Trustee may resign by submitting his or her resignation
in writing to the President of the Board of Trustees. A Trustee may be removed for cause at a
meeting of Trustees by an affirmative vote of two-thirds of the remaining Board of Trustees.
Trustees being considered for removal shall receive at least two weeks’ notice of such proposed
action and shall have the opportunity to address the Board regarding such action prior to any
vote on such removal.
Section 9. Annual Meeting. An annual meeting of the Board of Trustees for the election of
Trustees and Officers and such other business as may come before the meeting shall be held
in October of each year. Written notice shall be given not less than fourteen (14) days nor
more than forty-five (45) days of the time, place, and purposes of the meeting. The meeting
shall be held at the principal location of the Corporation or such other place as shall be
specified in the meeting notice. The notice shall comply with the requirements of The Maine
Non-Profit Corporations Act.
Section 10. Regular Meetings. In addition to the Annual Meeting, Regular meetings of the
Board of Trustees shall be held once a month, or as deemed necessary by the Board, but no
fewer than six (6) meetings per year shall be held, from September through June, excepting in
the month of the Annual Meeting, and at such other times as the Board may, from time to time,
determine. Timely public notice of all such regular meetings shall be provided as specified by
Maine law.
1. An action requiring a vote by the Board of Directors or by a committee of the Board of
Trustees may be taken without a meeting, provided that a majority of the Directors or
committee members sign written consents setting forth their approval of the action taken
or to be taken. These consents will be filed with the minutes of the next directors
meeting and will have the same effect as a Board vote at any Regular meeting. A
proposed action may be communicated by electronic transmission, with the written
consent form signed by the member and returned by scanning and attaching to electronic
mail, facsimile, regular mail, or in person.
Section 11. Special Meetings. Special meetings of the Board of Trustees for any purpose or
purposes may be called at any time by the President or by a petition signed by a majority of the
full Board of Trustees. Such meetings shall be held upon not less than two business days’
notice given personally or by telephone, telephone facsimile, or electronic mail or upon not less
than four business days’ notice given by depositing notice in the United States mails, postage
prepaid. Such notice shall specify the time and place of the meeting.
Section 12. Open Public Meetings Act. All meetings of the Board of Trustees shall be held
in accordance with the Maine Law governing Public Meetings, and the Board shall reserve the
right to hold executive sessions in accordance with Maine law.
Section 13. Quorum. A majority of the full number of Trustees shall constitute a quorum of the
Board for the transaction of business. When a quorum is present, a majority of the Trustees
present may take any action on behalf of the Board, except to the extent that a larger number is
required by law, by the Charter, or by these By-laws. Every act of a majority of the Trustees
present at a meeting duly held at which a quorum is present shall be regarded as the act of the
Board of Trustees. Trustees may participate in meetings of the Board via telephone or other
electronic means, and still be considered present for purposes of a quorum and voting.
Section 14. Vacancies. A vacancy on the Board of Trustees, including a vacancy caused by an
increase in the number of trustees, may be temporarily filled by a majority vote of the
remaining Trustees to elect a person(s) to fill the vacancy(ies) until the next annual meeting of
Trustees, at which time trustees so elected must be re-elected as specified in the Bylaws or step
down from the Board as soon as his or her successor is duly elected and qualified.
Section 15. Compensation. Trustees receive no payment for their services. With board
approval, trustees may be reimbursed for out-of-pocket expenses incurred on approved board
business. Trustees must present receipts for all such expenses, which shall be for the trustee
only, and shall be itemized and documented .Such expenses must be approved by a motion of
the board at the meeting immediately following the expenditure(s).
Section 16. Meeting Attendance. Trustees are expected to attend all Board meetings. It shall
be the duty of each Trustee to notify the Secretary of the Board of any anticipated absences
from any Board meeting in advance thereof; and after two (2) consecutive absences without
notice or missing more than 50% of all meetings in a calendar year, the Trustee may be subject
to removal in accordance with these Bylaws. Trustees may attend meetings via electronic
means, from time-to-time.
ARTICLE IV: Committees
Section 1. Establishment. The Board of Trustees may appoint such standing committees
and/or ad hoc committees as it thinks necessary for the effective governing of the school.
Section 2. Standing Committees. Each standing committee shall have a charge specific to
its permitted activities and such charges shall be incorporated into the charter school
policy manual. The function of any committee so established shall be fact-finding,
deliberative, and advisory to the Board of Trustees. Committee members shall be
appointed each year at the first Board of Trustees meeting following the annual meeting.
Committees shall not have authority to take legislative or administrative actions, nor to
adopt policies for the school. Each Committee shall include at least one Trustee as a full
member, who shall serve as the Committee Chair. The President shall be an ex officio
member of the Grievance Committee and Finance Committee.
The executive director of the charter school shall be an ex officio member each
Committee, except where his/her evaluation, tenure, or salary are to be deliberated. Standing
committees shall be:
Grievance Committee. The Board of Trustees shall establish a Grievance Committee comprised
of a Trustee, parents and teachers to make non-binding recommendations to the Board of Trustees
concerning the disposition of complaints by parents of current ACADIA students and current
employees of ACADIA, except for complaints from ACADIA employees about work-related
issues, which are governed by the grievance process set forth in the employee handbook.
Complaints shall be submitted in writing to the Chair of the Grievance Committee. Upon receipt
of a complaint, the Chair of the Committee shall convene a meeting of the Committee within thirty
(30) days to address the complaint, at a date and time convenient to the majority of its members.
The Grievance Committee shall have no fewer than five (5) members and no greater than nine (9)
members, who will serve one year terms. Interested persons should submit their names and status
as parents or employees to the Chair of the Grievance Committee for approval. The Grievance
Committee shall have at least two (2) parents of current ACADIA students and two (2) current
ACADIA employees at all times, as well as a Chair, who shall be a Trustee and charged with the
responsibility of conveying the recommendations of the Committee to the Board of Trustees.
Grievance Committee members may serve no more than two consecutive terms on the Committee,
except for the Chair of the Committee whose tenure on the committee shall be governed by the
Bylaws governing Board membership. Parents and ACADIA employees who are Committee
members will be automatically removed from the Committee if their children no longer attend
ACADIA or they no longer work at ACADIA.
Finance Committee. The Board of Trustees shall establish a Finance Committee which shall be
primarily responsible for receiving reports related to the finances of the organization, and shall be
responsible ensuring that all Audit requirements of the Charter are complied with. The
Committee shall be chaired by the Treasurer of the Board of Trustees, and the Chief Financial
Officer of the Corporation shall serve as an ex officio member thereof.
Standing Committee on Trustee Membership. The Board of Trustees shall establish a
Trustee Membership Committee comprised of no fewer than four (4) members and no more
eight (8), to include parents, teachers, and Trustees. The Committee shall be primarily
responsible for providing the Board of Trustees a slate of candidates to be considered as
Trustees.
Education Committee. The Education Committee’s primary function shall be to make
recommendations to the Board of Trustee establishing curriculum, assessment procedures,
enrichment opportunities, and all other education activities of the school. The Committee shall
be composed of no fewer than six (6) members, and no greater than eleven (11) members. Its
membership should include one Trustee, the executive director, two teachers employed by the
school, including one special education teacher, two parents, whose children should be in
different grades.
Section 3. Ad Hoc Committees. Each ad hoc committee shall have a charge specific to its
permitted activities and that charge shall include the date on which the committee is to
present its final report to the Board of Trustees and be dissolved. Members of ad hoc
committees shall be drawn from members of the community who indicate interest in serving
on the ad hoc committee and from such others as may be deemed appropriate by the Board of Trustees. Ad
hoc committees shall be made up of no less than four (4) and no more than fifteen (15)
members. The Committee may be chaired by a member other than a Trustee.
ARTICLE V Officers
Section 1.Titles. The Officers of the Corporation are a President, a Vice President, a
Secretary, and a Treasurer. The Board of Trustees may create such other officer positions as it
thinks necessary.Each officer position shall have its duties and responsibilities specified and
included in these By-laws.No Officer may hold more than one position at the same time.
Section 2. Election. The Officers shall be elected from among the Board of Trustees at
each annual meeting of the Trustees and shall serve for one year and until their successors are
elected and qualified.
Section 3. Terms. The President may serve no more than three consecutive one-year
terms. Trustees elected to the other officer positions may serve no more than five (5) consecutive
one-year terms. Former officers, after a break in service of two (2) years, may be elected to
another term as an officer.
Section 4. Duties. Officers shall have the duties and responsibilities belonging to their
office, including those that follow.
(a) The President shall be the executive officer of the Board of Trustees responsible,
along with his/her fellow Trustees, for the oversight of the Corporation’s business and affairs.
He/she shall preside at all meetings of the Board. The President shall have full and equal vote as
accorded to all Trustees. The President may enter into and execute in the name of the
Corporation contracts or other instruments that are authorized by the Board of Trustees. The
President may delegate, as needed, to any other officer or employee of the Corporation, any or
all of the duties of the office of President. He/she shall have such other powers and duties as
may be prescribed by the Board of Trustees or by these By-laws.
(b) The Vice President shall have such duties and responsibilities as may be delegated to
him/her by the President. The Vice President shall have full and equal vote as accorded to all
trustees. In the absence or incapacity of the President, the Vice President shall perform all the
duties of the President and, when so acting, shall have all the responsibilities of and be subject to
all the restrictions as fall upon the President, including presiding at meetings of the Board of
Trustees. He/she shall have such other powers and duties as may be prescribed by the Board of
Trustees or by these By-laws.
(c) The Secretary shall cause notices of all meetings to be provided to all members of the
Board of Trustees and the executive director and shall keep or cause to be kept the minutes of all
meetings of the Board, including the time and place, the names of those present, the
actions taken, and the votes on such actions. The Secretary shall present the minutes of
the previous meeting at the subsequent meeting to be voted on by the Board and duly
noted in the minutes of the instant meeting. The Secretary shall keep the Seal of the
Corporation. He/she shall have such other powers and duties as may be prescribed by
the Board or by these By-laws. The Secretary shall Act as the Clerk of the Corporation for
purposes of Service of Process, unless some other agent is elected by the Board.
(d) The Treasurer shall be responsible for the oversight of the chief financial officer, or
other employee that takes responsibility of the financial records, investments, and other
evidences of school properties and assets. The Treasurer shall ensure that the chief financial
officer keeps regular books of account for the Corporation that set out business transactions of
the Corporation, such books to be at all times open to inspection at their place of keeping to any
Board of Trustee member. The Treasurer shall be the chair of the Finance Committee, which
shall propose an annual budget to the Board, which annual budget shall be prepared by the
executive director and the chief financial officer for the consideration and recommendation of
the Finance Committee. The Treasurer shall ensure that the chief financial officer deposits all
moneys and other valuables in the name and to the credit of the Corporation with such
depositaries as shall be designated by the Board of Trustees. The Treasurer shall provide
oversight of the chief financial officer in the investment and reinvestment of funds of the
Corporation and the disbursement of funds of the Corporation as may be ordered by the
Board of Trustees. The Treasurer shall render to the Board of Trustees and the members
of the school community, at the Annual Meeting, statements evidencing the current
financial condition of the Corporation. The Treasurer shall ensure that the chief executive officer
establishes a system of adequate financial recording showing quarterly income, expenditures,
and balance and shall, at the first meeting following the end of each quarter, submit to the Board
of Trustees a detailed written financial report in compliance with the Maine statutes and
regulations relating to charter schools. The Treasurer, as chair of the Finance Committee,
annually shall recommend an auditing firm to be hired by the Board of Trustees to review the
books of the Corporation and provide a report on them to the Board of Trustees.
Section 5. Removal. Any officer may be removed from office, with cause, by the affirmative
vote of two-thirds of the full membership of the Board of Trustees at any regular meeting or
special meeting called for that purpose.Any officer proposed to be removed for cause shall be
entitled to at least five (5) business days’ notice in writing by mail of the meeting of the Board
of Trustees at which such removal is to be voted upon and shall be entitled to appear before and
be heard by the Board of Trustees at such meeting.
ARTICLE VI Fiscal Year and Check Signing
Section 1. Fiscal Year. The fiscal year of the Corporation shall be September 1st to August 31st.
Section 2. Check Signing. The Board of Trustees shall establish a policy setting the amount
above which checks must have two signatures; one being that of either the Board President or the
Board Treasurer; and the second being that of either the chief financial officer or the executive
director.
ARTICLE VII Amendments to By-laws
Section 1. Amendments. The Board of Trustees shall have the power to make, amend, or
repeal the By-laws of the charter school, either in whole or in part. The By-laws may be
amended at any regular meeting of the Board of Trustees or any special meeting called for that
purpose. Written notice stating the time and location of the regular meeting or special
meeting must be given to all Trustees and posted in accordance with the requires of the
Charter, but not less than ten (10) days prior to the meeting at which such change(s) shall be
proposed and voted upon. Any change shall require the approval by a two-thirds (2/3rds) vote
of the full membership of the Board.
ARTICLE VID Dissolution
Section 1. Revocation of Charter. If, at any time and for any reason, the Corporation’s
charter is revoked or the Corporation becomes insolvent, all assets of the charter school, after
satisfaction of all outstanding claims by creditors, will be distributed equitably by the
Department of Education, in accordance with law, among the participating districts of
residence and non-resident district(s).
Section 2. Voluntary Dissolution. Should the Corporation choose to dissolve for reasons
other than the revocation of its charter or financial insolvency, all assets of the charter school,
after satisfaction of all outstanding claims by creditors and governmental grantors, will be
distributed to Department of Education.
ARTICLE IX Additional Provisions
Section 1. Indemnification of Officers and Trustees. The Corporation shall indemnify
every corporate agent as defined in, and to the full extent permitted by law A trustee or officer
shall not be personally liable to the Corporation for damages for breach of any duty owed to
the Corporation, its beneficiaries, or its Board of Trustees, except that nothing contained herein
shall relieve a trustee or officer from liability for breach of a duty based on an act of omission:
(a) in breach of such person’s duty of loyalty to the Corporation; (b) not in good faith or involving
a knowing violation of law; or (c) resulting in receipt of an improper personal benefit.
Section 3. Insurance. The Board of Trustees shall provide for the liability and other forms
of insurance considered to be necessary and prudent as protection against possible claims,
including Directors and Officers Insurance.
Section 4. Audit. At the close of each fiscal year, the accounts of the Corporation shall be
audited by an independent auditor, who is either a Certified Public Accountant who has expertise
in accounting of tax-exempt organizations generally. The auditor shall be hired for this purpose
by a majority vote of the members of the Board of Trustees present at the regular public meeting
at which the motion to hire the auditor is being considered. The audit shall be done in
compliance with Maine statutes governing Charter Schools and with all applicable state and
federal laws controlling non-profit tax-exempt corporations. The audit shall be conducted in a
manner that renders it independent from any professional affiliation with the educational service
provider. Copies of the audit shall be provided to all appropriate agencies as may be required by
law.
These By-laws were adopted by the Board of Trustees at its meeting held on October 7, 2015 by
a vote of----
Board Secretary