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