The Royal Live Oaks Academy of the Arts & Sciences-Ridgeland
ARTICLE I – NAME, ADDRESS
Section 1. Name of Corporation. The name of the Corporation shall be as specified in its Articles of Incorporation, as amended, to wit: Royal Live Oaks Academy-Ridgeland.
Section 2. Fictitious Name. The Corporation may conduct business under the name:
The Royal Live Oaks Academy of the Arts & Sciences
The Royal Live Oaks Academy of the Arts & Sciences-Ridgeland
Section 3. Address of Corporation. The location and address of the registered office of the Corporation shall be P.O. Box 1330, Ridgeland, Jasper County, SC 29936.
ARTICLE II – NATURE OF CORPORATION
Section 1. Non-Profit. The Corporation does not contemplate pecuniary gain or profit, incidental or otherwise, to its members.
Section 2. Purposes. The purposes for which the Corporation is to be formed are as set forth in the Articles of Incorporation.
Section 3. Non-Discrimination. The Corporation shall be non-religious and shall accept students and hire staff without discrimination as to race, color, religion, national origin, sex, marital status, sexual orientation, educational affiliation, handicap status, or age, and shall comply with all applicable laws and regulations relating thereto.
Section 4. Enrollment. Subject to total enrollment limitations, enrollment in the school shall be open to any child in accordance with the South Carolina Charter School Law of 1996.
ARTICLE III – MEMBERS
Section 1. No Members: The Corporation shall have no members. Any action which would otherwise, by law, require approval by a majority of all members or approval by the members shall require only approval of the Board. All rights which would otherwise, by law, vest in the members shall vest in the Board. Nothing in this Article III shall be construed to limit the Corporation’s right to refer to persons associated with it as “members,” even though such persons are not members. The Board may also, but without establishing membership, create an advisory council or honorary board or such other auxiliary groups as it deems appropriate to advise and support the Corporation.
Section 2. Annual Meetings. The Charter School Governing Board shall meet monthly on a date selected by the membership.
Section 3. Place and Time of Meetings. All meetings of the Board shall be held at such places within Jasper County for purposes of conducting business of the Charter School, and at such times as shall be specified in the respective notices of such meetings or waivers thereof.
ARTICLE IV – BOARD OF DIRECTORS, CHARTER GOVERNING BOARD
Section 1. Management. The Charter Governing Board means the governing body of the Charter School and also shall be the Board of Directors of the Corporation. The business and affairs of the Corporation shall be managed by the Board of Directors (hereinafter sometimes referred to as the “Board”). The members shall act only as a Board.
Section 2. Responsibilities. The Board shall sign a Charter School Contract, ensure compliance with all of the requirements for a charter school provided by the South Carolina Charter School Law, employ and contract with teachers and non-teaching employees, contract for other services, and discharge policies for the Charter School employees.
Section 3. Number and Election. The Board shall consist of seven members, consisting of either educators or business persons. No more than half of the members of the Board may be appointed and the majority elected. The elected members shall be elected annually by the parents and guardians of students enrolled and employees of the Royal Live Oaks Academy of the Arts & Sciences Charter School by vote at its annual meeting as prescribed by the South Carolina Charter School Law. Parents or guardians of a student shall have one vote for each student enrolled in the Charter School. Each employee will have one vote per person. Members shall be elected by plurality of the votes cast. If a Board member resigns in the middle of a term, the Board shall hold a special a special election with a slate of candidates to elect a new Board member, who will serve for the remainder of that Board member’s term.
Section 4. Annual and Regular Meetings. The annual meeting of the Board shall be held in the first quarter of each school year. The Board shall also meet regularly at least six times each school year. Meetings of the Board shall be general meetings and open for the transaction of any business within the powers of the Board without special notice of such business.
Section 5. Special Meetings. Special meetings of the Board shall be called at any time by the Secretary upon the written request of either the President or three members of the Board.
Section 6. Place and Time of Meetings. All meetings of the Board for conducting Charter School business shall be held at such places within Jasper County and at such times as shall be specified in the respective notices of such meetings or waivers hereof.
Section 7. Notice of Meetings. Every meeting of the Board shall be served personally or by mail to each member not less than 3 nor more than 15 days before the meeting. Such notice shall state the time, when, and the place where the meeting is to be held, and for special meetings, in addition, the purpose or purposes for which the meeting is called. If mailed, such notice shall be directed to each member entitled to notice at his/her address as it appears on the books or records of the Corporation.
Notices of meetings of the Board shall also be posted in the school and given to the public in accordance with the requirements of the Freedom of Information Act. Public notice shall, however, not be required in the case of emergency meetings or a conference as defined in the Freedom of Information Act.
Section 8. Open Meetings. All official actions and all deliberations by a quorum of the Board shall take place at a meeting open to the public, as provided in the Freedom of Information Act, except in cases where executive sessions are authorized pursuant to the Freedom of Information Act.
Section 9. Quorum. At all meetings of the Board, the presence of a majority of the members shall be necessary and sufficient to constitute a quorum and, except as otherwise provided by law, the act of a majority of the members present shall be the act of the Board. In the absence of a quorum, no business shall be transacted except to take measures to obtain a quorum, fix a time to adjourn, or to take a recess.
Section 10. Resignation of Members. Any member may resign at any time during the elected year of service. Members shall be expected to attend at least fifty percent (50%) of all board meetings and of all meetings of the committee or committees on which he or she has agreed to serve.
Section 11. Vacancies. In the event any vacancy occurs in the Board of Directors, by the death or resignation of any member, the vacancy will be filled within 30 days by election, which conforms with the state charter law. Membership will be maintained at nine members at all times.
Section 12. Compensation and Expenses. Members shall serve without compensation but may be reimbursed for expenses incurred when acting at the request of and on behalf of the Board.
Section 13. Qualifications of Members. Members shall qualify under all requirements of the South Carolina Charter School Law.
ARTICLE V – OFFICERS
Section 1. Number of Officers. The officers of the Corporation shall be a Chairperson, one or more Vice Chairpersons, a Secretary, and a Treasurer. The aforementioned officers must be members. The officers shall perform such duties as usually pertain to the offices which they hold or as may be assigned to them by the Board.
Section 2. Election of Officers. The officers shall be elected annually at the designated annual meeting of the Board by a plurality of the votes cast and may succeed themselves in office. Each person elected an officer shall continue in office until the next annual meeting after his/her election or until his/her successor shall have been duly elected and qualified, or until his/her earlier death or resignation. Vacancies of officers caused by death, resignation, or decrease in the number of officers may be filled by a majority vote of the Board at a special meeting called for that purpose or at any regular meeting.
Section 3. Additional Officers. The Board, at any meeting, may by resolution appoint such additional officers and such agents and employees and determine their term of office and compensation, if any, as it may deem advisable. The Board may delegate to any officer or committee the power to appoint such subordinate officers, agents, or employees and to determine their terms of office and compensation, if any.
ARTICLE VI – COMMITTEES
Committees. The Board may from time to time, by resolution, constitute such committees of members, officers, employees, members, or non-members, with such functions, powers and duties as the Board deems necessary or appropriate. Unless the Board shall provide otherwise, each such committee shall enact rules and regulations for its governance.
ARTICLE VII – MISCELLANEOUS PROVISIONS
Section 1. Fiscal Year and Audit. The fiscal year of the Corporation shall end on June 30 each year. The Treasurer of the Corporation shall be required periodically and no less than once a year to employ a certified public accountant to audit the accounts of the Corporation.
Section 2. Execution of Contracts. The Board may authorize any officer, employee or agent, in the name of and on behalf of the Corporation, to enter into any contract or execute and deliver any instrument, and such authority may be general or confined to specific instances. Unless so authorized by the Board, no officer, employee, or agent shall have any power to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable pecuniarly for any purpose or in any amount.
Section 3. Commercial Paper. All checks and other orders for the payment of money out of the funds of the Corporation, and all notes or evidences of indebtedness of the Corporation, shall be executed on behalf of the Corporation by such officer or officers or employee or employees, as the Board may, by resolution, from time to time determine.
Section 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited, from time to time, to the credit of the Corporation in such banks, trust companies, or other depositories as the Board may, from time to time, select or as may be selected by any officer or employee of the Corporation to whom such power may, from time to time, be delegated by the Board; and for the purpose of such deposit, any officer, or any employee to whom such power may be delegated by the Board, may endorse, assign and deliver checks, drafts, and other orders for the payment of money which are payable to the order of the Corporation.
Section 5. Notices. Except as may otherwise be required by law, any notice required to be given shall be in writing and signed by the President or the Secretary; and any notice so required shall be deemed to be sufficient if given by depositing the same in a post office box in a sealed postpaid wrapper, addressed to the person entitled thereto at his last post office address appearing on the records of the Corporation, and such notice shall be deemed to have been given on the day of such mailing. Any notices required to be given may be waived, by the person entitled thereto in writing (including telegraph, cable, radio or wireless), whether before or after the meeting or other matter in respect of which such notice is to be given, and in such event such notice need not be given to such person.
ARTICLE VIII – INDEMNIFICATION
Section 1. General. The Corporation shall indemnify each officer, member, employee and representative (“Indemnitee”) from the expenses and risks as set forth in Sections 2 and 3 below if such Indemnitee has acted in good faith or in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation and with respect to criminal action proceeding had no reasonable cause to believe his or her conduct was unlawful.
Section 2. Expenses. Indemnities shall be indemnified against all expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection with any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation by reason of the fact that the Indemnitee is or was a representative, officer or director of the Corporation, or is or was serving at the request of the Corporation as a representative of another corporation, partnership, join venture, trust or other enterprise.
Section 3. Advances. The Corporation may advance to all Indemnities all expenses incurred in defending a civil or criminal action, suit or proceeding in advance of final disposition of such action provided the Board determines that it is more likely than not that the Indemnitee will be entitled to indemnification pursuant to Section 1 of this Article VII, and such Indemnitee agrees to repay such amount if it is ultimately determined by the Board that the Indemnitee is not permitted to receive indemnification under Subchapter D or the Non-Profit Corporation Law of 1988.
ARTICLE IX – LIMITATION OF PERSONAL LIABILITY
Section 1. Personal Liability. A member of the Corporation shall not be personally liable for monetary damages for any action taken or any failure to take any action, unless (a) such member has breached or failed to perform his/her duties as a member, including his/her duties as a member of any committee of the Board upon which he/she may serve, pursuant to the standard of care set forth in Section 2 of this Article IX, and (b) such breach or failure to perform constitutes self-dealing, willful misconduct, or recklessness.
Section 2. Standard of Care. (a) Each member of the Corporation shall stand in a fiduciary relation to the Corporation and shall perform his/her duties as a member, including his or her duties as a member of any committee of the Board upon which he or she may serve, in good faith, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing his or her duties, a member shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by any of the following:
- One or more officers or employees of the Corporation whom the members reasonably believe to be reliable and competent in the matters presented.
- Counsel, public accountants, or other persons as to matters which the member reasonably believes to be within the professional or expert competence of such person.
- A committee of the Board, upon which he/she does not serve, duly designated in accordance with the law, as to matters within its designated authority, which committee the member reasonably believes to merit confidence.
A member shall not be considered to be acting in good faith if he/she has knowledge concerning the matter in question that would cause his/her reliance to be unwarranted.
(b) Absent breach of fiduciary duty, lack of good faith or self-damaging, actions taken as a member or any failure to take any action shall be presumed to be in the best interests of the Corporation.