For a PDF version of the Bylaws, click here.

For a  PDF version of the Articles of Incorporation, click here.

BYLAWS
ARTICLE I
DEFINITIONS

When used in these Bylaws the terms set forth in this Article shall have the following meaning:

1. “Corporation” shall mean LAKE WALES CHARTER SCHOOLS, INC., a Florida not-for-profit corporation.
2. “Board” shall mean the Board of Trustees of the Corporation.
3. “System” shall consist of the public charter schools known as Lake Wales High School, Dale R. Fair Babson Park Elementary, Hillcrest Elementary, Janie Howard Wilson Elementary, Polk Avenue Elementary, and Edward W. Bok Academy as governed by the Board of Trustees of the Lake Wales Charter Schools, Inc.
4. “Chair” shall mean the Chairperson of the Board of Trustees.
5. “Charters” shall mean the six school charters agreed to between the Polk County school District and the System on behalf of each of the schools within the System.

ARTICLE II
CORPORATION

Section A. Purpose

1. The Florida not-for-profit corporation known as Lake Wales Charter Schools, Inc. will be the operating entity for the System of six public charter schools.  The corporation is eligible for 501(c)(3) status under the U.S. Internal Revenue Code.
2. The purpose of the Corporation is to provide the governance for the System of public charter schools located in the greater Lake Wales, Florida area.  The System is designed to improve student learning and academic achievement with the use of innovative learning methods in compliance with Section 1002.33, Florida Statute (2002), providing for the establishment of charter schools in Florida.
3. The System will seek to design an innovative program establishing a seamless academic educational system that fosters an integrated continuum of pre-kindergarten through community college for the benefit of the students enrolled in the System.
4. The System will admit students without regard to sex, race, color, creed, religion, or ethnic and national origin.

Section B.  Membership in the Corporation

1. Membership in the Corporation shall consist of the public charter schools within the System.  Because of their commitment to Lake Wales Charter Schools, the City of Lake Wales shall also select a voting member for Seat #2 of the Board of Trustees.
2. Election of any person to the Board at any regular or special meeting of the Board shall automatically qualify such person to membership in the Corporation.
3. Termination of membership on the Board either through resignation or by action of the Board will terminate membership in the Corporation.

Section C.  Rights and Responsibilities of Membership

1. The School Advisory Committees and the Parent Teacher Organizations from each member school shall be responsible for nominating persons to the Nominating Commission for Seats on the Board of Trustees pursuant to the procedures set forth in Article III of these Bylaws.  The City of Lake Wales shall also be responsible for selecting a member for a Seat on the Board of Trustees pursuant to the procedures set forth in Article III of these Bylaws.
2. Each member designated as a voting member will be entitled to one vote on all matters brought before any annual meeting or other meeting of the members of the Corporation.  Such votes may be given in person or attendance by phone.
3. The members shall have full access to all information in the custody of the Corporation, save the information that is privileged or confidential by law.  The members shall have no control over the operation of the Corporation save the nomination and selection of Board members as set forth in Article III of these Bylaws.

Section D.  Annual Meeting

1. The annual meeting of the Corporation shall be conducted by the Board of Trustees between May 15 and June 1, or such other date as may be fixed by the majority of the Board.
2. The agenda for that meeting must include the receipt of the names advanced by the Nominating Commission for selection on the Board of Trustees.  The Board of Trustees must make its selection pursuant to the procedures set forth in Article III of these Bylaws.
3. In addition to new and old business, the agenda of the annual meeting shall include:

• The annual report of the Chair and Treasurer.
• The election of Members of the Board.

1. The quorum necessary for the transaction of business at any annual meeting of the Corporation shall be a majority of the duly constituted voting members.

ARTICLE III
BOARD OF TRUSTEES

Section A. Composition and Selection

1. Board of Trustees.  The governing board of the Corporation shall be known as the Board of Trustees. The Board shall consist of seven (7) voting members who will serve without compensation, plus one non-voting teacher member, for a total of eight (8) Trustees. The method for selecting members of the Board is designed to promote checks and balances by having four seats emanate from the member schools through a nominating process, one seat selected by the City of Lake Wales because of its support and involvement in the school system, and three seats selected by the existing Board for the purpose of continuity and stability.
2. Qualifications.  The Board members should have the credibility and respect of the community, reflect the diversity present in the community, and be qualified in terms of training, education, and experience. Specifically, at least one of the board members shall have education, training and experience in the field of finance, one board member in the field of law, one board member in the field of business, and one non-voting board member shall be an active school teacher employed at a Lake Wales charter school. At least two members shall have earned degrees at the bachelor’s level or higher. By limiting the number that is required to have a post-secondary education, the Board can have good balance with positions available for members coming from vocations and skilled trades in the community. All members of the voting Board must reside within the attendance zones for Lake Wales area schools. Voting Trustees may not hold a salaried position within the Lake Wales Charter Schools system.
3. Terms of Office.  All terms of office shall begin on July 1 of each school year. The teacher member shall serve a term of one year. The other members shall serve terms of three years. The three-year terms shall be staggered so that at least two terms will expire each year
4. Succession.  A new teacher member will be selected each year and is the only Trustee position which can be a LWCS salaried employee. The other members may serve two successive three-year terms. At the end of a second successive three-year term, the member must leave the Board for at least one year.
5. Staggered Terms.  The selection process for the first year was altered in order to properly initiate the requirement for staggered terms of the Board. Initially, Seats 1, 2, and 3 will expire on May 31, 2005; Seats 4 and 5 will expire on May 31, 2006; and Seats 6 and 7 will expire on May 31, 2007. Because the creation of Seat 8 begins with the 2008-2009 school year, this seat will fall within the expiration guidelines of Seats 2, and 3. Seat 1 is the Teacher’s Seat and will expire at the end of each year.
6. Nominating Committee.  On or before March 15 of each year, the Board shall name a five-person Nominating Committee to perform the duties set forth below. At that time the Board Chair will designate the Chair for the Nominating Committee.
7. Nominations from Schools.  Each year, the School Advisory Committees (SAC) and the Parent Teacher Organizations (PTA/PTOs) from each member school, pursuant to the requirements for the qualifications of Trustees as set forth above, may, on or before April 15, nominate one or more individuals to become a Trustee for Seats 4, 6, and 8 in the years that the terms for those seats expire. The nominations shall be forwarded to the Nominating Committee on or before May 1.
8. Teacher Nominations. Each year, one of the Lake Wales Charter Schools, through an established rotation process, will forward the name of their selected Teacher Trustee to the nominating committee on or before May 1.  A vote of all staff members must be held at the designated school for selection of the teacher Trustee.  Beginning with the 2008-2009 school year the Charter school rotation will be as follows: Hillcrest Elementary (2008-09), Janie Howard Wilson Elementary (2009-10) , Edward Bok Academy (2010-2011) Lake Wales High School (2011-12), Polk Avenue Elementary (2012-13) and Dale R. Fair Babson Park Elementary (2013-14). Rotation will continue in this sequence until circumstances require a change.
9. Selection of Seat 2 by City of Lake Wales.  The City of Lake Wales, through their City Commissioners will select the member of the Board of Trustees for Seat 2 and forward the name of the person selected to the Board of Trustees on or before May 1. This selection may be either a City Commissioner or a person from the Lake Wales Community who the Commissioners feel will serve the best interest of the Lake Wales Charter Schools.
10. Nominating Committee Advances Names.  In the years that the terms for Seats 4, 6, and 8 expire, the Nominating Commission shall select one individual from those nominated by the SACs and PTOs and advance the name to the Board of Trustees for selection. If the Nominating Committee deems it helpful, the Committee may conduct personal interviews of some or all of the nominees. The names of the nominee selected by the Committee shall be advanced to the Board of Trustees on or before May 15.
11. Final Selection. Trustees have the final vote as to membership.  Each year, for the purpose of continuity, the Board of Trustees will select a member for either Seats 3, 5, or 7. The Board of Trustees may, but is not required to, select from those that were previously nominated by the SACs and PTOs but not selected through the nominating process.

Section III Amended August 16, 2010

Section B. Election of Officers

The Board of Trustees shall meet on or before June 15 and elect a Chair, Vice-Chair, Secretary, and Treasurer, each of whom shall hold office until the election of a successor unless earlier removed by death, resignation, or for cause.  The Chair and Vice-Chair only need be members of the Board.

Section C.  Attendance

Attendance at meetings of the Board of Trustees is extremely important for the success of Lake Wales Charter Schools, Inc.  While understanding that emergencies and job responsibilities may interfere with attendance, each Trustee should evaluate his or her commitment to the responsibilities as a Member of the Board of Trustees.  With this in mind, the Board may vote to replace a Board Member who misses three consecutive meetings or is absent for more than 30% of the scheduled meetings during a calendar year.  The procedure for replacing a Board member under this provision will follow the vacancy policy.

Section D.  Vacancies

When a Board member is unable to serve for any reason, the Board of Trustees, by a majority vote of the whole Board, shall appoint a successor to fill the unexpired term.

Section E.  Board Meetings

Regular meetings of the Board of Trustees shall be held at least quarterly, and at such times and places as the Board may determine.

Section F.  Special Meetings

A special meeting of the Board of Trustees may be held whenever called by the Chair or by a majority of the Trustees, and any and all business may be transacted as a special meeting.  Each call for a special meeting shall be in writing or by actual notice, with certification of the notice to be entered by the corporate secretary into the minutes of the special meeting.

Section G.  Executive Committee

The Executive Committee shall consist of the Chair, Vice-Chair, and the Superintendent.  The Executive Committee shall be empowered to act within the interval between meetings of the Board, but only upon those issues that are necessary for action between such meetings and with regard to those issues where a special meeting of the Board would be impractical.  The Secretary will take minutes of the Executive Committee and provide the full Board with copies of such minutes.  In all events, any action by the Executive Committee must come before the next regular scheduled or special meeting of the Board for review and ratification by the Board.

Section H.  Notice of Board Meeting

Notice of all meetings of the Trustees shall occur in compliance with Florida’s Sunshine Law.

Section I.  Quorum

A majority of the Board of Trustees shall constitute a quorum at any meeting of the Board.

ARTICLE IV
MANAGEMENT

Section A. Management

The Board shall operate, regulate, control, and be fully responsible for the management of the Charter School System and shall have the power and authority to perform all acts and functions not inconsistent with the Corporation’s Articles of Incorporation, the Charters from the Polk County School District, and these Bylaws.  The management philosophy of the System is set forth in a Policy Statement adopted by the System and incorporated herein by reference.  The Policy envisions a small and efficient central staff with an effort to place as much responsibility and decision making as possible with the principals and teachers at the school level.  The effort at decentralization does not diminish the fact that ultimately the Board of Trustees is responsible for the conduct of the System.

Section B.  Employment of Superintendent

The Board shall have power to employ a Superintendent and such other System employees as may be deemed necessary, and to fix their compensation.  The Superintendent may not serve as a Trustee.

Section C.  Bonds and Insurance

The Board shall require the Superintendent and all other officers, agents, and employees responsible for the custody of any funds or property to give adequate bonds.  Such bonds shall be furnished by a responsible bonding company and approved by the Board, and the cost thereof shall be paid by the System.  The Board shall provide liability insurance for the System and its employees in at least the types and amounts as required by the Charters.

Section D.  Fiscal Year

The fiscal year shall end the 30^th day of June in each year.

Section E.  Audits

The System will conduct audits pursuant to the terms of the Charters and as further directed by the Board.

Section F.  Depository

The Board shall have the power to select one or more banks to act as depository of the funds of the System and to determine the manner of receiving, depositing, and disbursing the funds of the System in the form of checks.  The Chief Financial Officer and one other designated officer or employee of the System’s central staff shall sign each check.

ARTICLE V
DUTIES OF OFFICERS

Section A. Duties of Chair

The Chair shall preside over all meetings of the Board, may call special meetings of the Board, shall perform all acts and duties usually performed by a presiding officer, and should confer with the Superintendent on a regular basis concerning the operation, management, and control of the affairs of the System.  The Chair shall perform such duties as may be prescribed by the Board.

Section B. Duties of Vice-Chair

The Vice-Chair shall perform such duties as directed by the Chair.  In the absence or disability of the Chair, the Vice-Chair shall perform the duties of the Chair, provided, however, that in case of death, resignation, or disability of the Chair, the Board may declare the office vacant and elect a successor to the Chair.

Section C. Duties of the Secretary

The Corporate Secretary shall keep a complete record of all meetings of the Trustees and shall have general charge and supervision of the books and records of the System.  The Secretary shall serve all notices required by the Sunshine Law.  The Secretary shall be the keeper of the corporate seal and make all reports required by law for assuring that the corporation is operating in good standing with the State of Florida.

Section D.  Duties of the Treasurer

The Treasurer shall perform such duties with respect to the finances of the System as may be prescribed by the Board and as are required by the Charters and the laws of Florida.

ARTICLE VI
DUTIES OF THE SUPERINTENDENT

Section A.  In General

The superintendent will be the Chief Executive Officer for the System and serve at the pleasure of the Board.  The Superintendent will be ultimately responsible for all operations at the System level.  These operations include: finance, budgets, arranging for Board meetings, innovative educational thinking, vision, strategic planning, grant writing and fund raising, reports compliance with the Charters, compliance with law and policy, records, facilities, inventories, data base, school calendar, transportation, food service, insurance, health benefits, staff development, and duties as assigned by the Board.  The Superintendent will confer with the Chair on a regular basis concerning the operation, management, and control of the affairs of the  System, and will represent and be the spokesperson for the System to governments and to the public at large.

Section B.  Primary Responsibilities

The Superintendent will hire and replace principals with the approval of the Board.  The principals will be the Chief Executive Officers for their schools.  The principals will recruit, hire, and replace teachers and school staff.  The Superintendent’s primary responsibility will be to hire and retain principals who will be successful in their ability to attract and retain outstanding teachers.  The whole purpose of the System is to put the most inspirational, motivational, and effective teachers in the classroom.  The Superintendent, through the principals, is ultimately responsible for that achievement.

Section C.  Accountability

The Superintendent shall manage the central staff so that records and accounts showing the true and correct condition of the System may be ascertained by the Board at any time.  The Superintendent shall provide periodic statements and reports in the form and in the manner prescribed by the Board and the Charters; and shall see to it that all books, documents, correspondence, and records of whatever kind pertaining to the System are carefully preserved.

Section D.  System Staff

The Superintendent shall have control over and may employ and dismiss all agents and employees of the central staff that are not specifically employed by the Board.

ARTICLE VII

MISCELLANEOUS PROVISION

None

ARTICLE VIII

AMENDMENTS

These bylaws may be altered or amended at any regular or special meeting of the Board by affirmative vote of five (5) members present.

ADOPTED by action of the Board of Trustees of the Lake Wales Charter Schools at its regular meeting on August 16, 2010.

Sue C. Medders, Corporate Secretary
David Ullman, Board of Trustee Chair

Dated:

First adopted July, 26, 2004

Amended March 19, 2007

Amended March 17, 2008

Amended August 16, 2010