The name of the organization is Knoxville School of Progressive Education.
The purpose of the organization shall be for providing an education for children.
Section 1. Organization.
The organization is organized in accordance with the Tennessee Code Annotated, Title 48, as amended. The organization has not been formed for the making of any profit or personal financial gain. The assets and income of the organization shall not be distributable to, or benefit, the trustees, Directors, or officers or other individuals. The assets and income shall only be used to promote organizational purposes as described below. Nothing contained herein, however, shall be deemed to prohibit the payment of reasonable compensation to employees and independent contractors for services provided for the benefit of the organization. This organization shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax. The organization shall not endorse, contribute to, work for, or otherwise support (or oppose) a candidate for public office. The organization is organized exclusively for purposes subsequent to section 501(c)(3) of the Internal Revenue Code.
Section 2. Fiscal Year.
The organization’s fiscal year shall begin August 1 and end July 31.
Section 3. Transparency.
The organization defaults to transparency. Therefore, by default, any action or policy of the organization shall be available to the Members at the moment it is authorized by the Board and repeatable by anyone to any Member of the organization. Any and all Board discussions in any meeting that must remain private and confidential must occur during an executive session of the Board. Except where prohibited by law, these bylaws, or by policy, the principle of transparency shall govern the actions of the organization, the Directors, and staff and volunteers.
Membership and Dues
Section 1. Membership.
Any parent, guardian, or other adult standing in loco parentis for a child who is a student at the Knoxville School of Progressive Education (also referred to in these bylaws as the “School”) shall be a Member, except as defined in the organization bylaws.
Except as noted in these bylaws, voting rights shall be granted to Members in good standing with one (1) vote per parent or legal guardian of a child or children who attend the School. A Member shall be granted only one (1) vote, even if they are a parent or legal guardian of more than one (1) child who attends the School.
A Member in good standing shall be a Member of the organization who has satisfied all financial obligations to the organization to the satisfaction of the Board.
Section 2. Dues.
Dues, if any, will be established by the Board. If dues are charged, a Member must have paid his or her dues at least 14 calendar days before a meeting of the Membership or election to be considered a Member in good standing with voting rights.
Directors and Elections
Section 1. Number of Directors.
The organization shall be managed by a Board of Directors consisting of three (3) Directors.
Section 2. Election and Term of Office.
The Directors shall be elected at the annual meeting of the Membership.
A Director must be a Member in good standing with voting rights at the time of election to the Board and must remain a Member in good standing with voting rights for the length of their term.
Elections for Directors shall use the Meek Single Transferable Vote (Meek STV) vote tabulation methodology. The Members in good standing shall be notified in writing of elections 30 days in advance of the election date. The elections shall be held by electronic means accessible to all Members in good standing.
Upon formation of the Organization, the initial Board of Directors shall consist of the Organization’s three (3) Incorporators as filed with the State of Tennessee.
If the votes tabulated for an annual election do not constitute a quorum, the existing Director(s) shall serve for another one (1) year term until a successor has been elected, or appointed, and qualified.
All Directors shall serve a term of one (1) year or until a successor has been elected, or appointed, and qualified.
Section 3. Quorum.
A majority of Directors shall constitute a quorum for meetings of the Board.
Section 4. Adverse Interest.
In the determination of a quorum of the Directors, or in voting, the disclosed adverse interest of a Director shall not disqualify the Director or invalidate his or her vote.
Section 5. Regular Meetings of the Board.
Meetings of the Board of Directors may be held in-person or online, as specified in policies or at the time of the notification of the meeting.
The Board of Directors shall meet as immediately after elections as possible for the purpose of electing its new officers, appointing new committee chairpersons and for transacting such other business as may be deemed appropriate.
Regular Meetings of the Board of Directors shall be held monthly, at a time and day to be determined by the Board.
Any Member in good standing, School staff, and other invited guests may attend and observe any regular meeting of the Board.
Section 6. Special Meeting.
Special meetings of the Board may be called by any one (1) Director, with twenty-four (24) hours notice, unless all current Directors agree to meet in under twenty-four (24) hours.
Section 7. Procedures.
The vote of a majority of the Directors present at a properly called meeting at which a quorum is present shall be the act of the Board of Directors, unless the vote of a greater number is required by law or by these bylaws for a particular resolution. A Director of the organization who is present at a meeting of the Board of Directors at which action on any organizational matter is taken shall be presumed to have assented to the action taken unless their dissent shall be entered in the minutes of the meeting. The Board shall keep written minutes of its proceedings in its permanent records.
If authorized by the governing body, any requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the Member or proxy holder.
Section 8. Informal Action.
Any action required to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors or of a committee of Directors, may be taken without a meeting if a consent in writing, or via recordable electronic means, setting forth the action so taken, is approved by all of the Directors or all of the members of the committee of Directors, as the case may be.
Section 9. Removal / Vacancies.
A Director shall be subject to removal, with cause of misconduct or for neglect of duties, at a meeting called for that purpose by a two-thirds (⅔) vote of the Board. Any vacancy that occurs on the Board of Directors, whether by death, resignation, removal or any other cause, may be filled by the remaining Directors by majority vote of the Board. A Director elected to fill a vacancy shall serve the remaining term of his or her predecessor, or until a successor has been elected and qualified.
Any and all vacancies on the Board must be filled within thirty (30) days of the start of the vacancy.
Section 10. Committees.
To the extent permitted by law, the Board of Directors may appoint from the organization’s membership a committee or committees, temporary or permanent, and designate the duties, powers and authorities of such committees.
Section 11. Expenditures.
No expenditure over $100 may be conducted without approval of the majority of the Board.
Officers and Elections
Section 1. Officers.
The initial officers of the Board of Directors shall consist of the three (3) original Incorporators as President, Secretary, and Treasurer.
The officers of the organization shall be a President, a Treasurer, and a Secretary. Two offices may be held by one person, although the offices of Treasurer and President shall not be held concurrently by the same person, except temporarily during a period when Board vacancies have yet to be filled.
The President shall be the Chief Executive Officer and shall preside at all meetings of the Board of Directors and its Executive Committee, if such a committee is created by the Board. The President shall serve as the primary contact for the School and any Member of the School. In the absence of a delegated volunteer or paid staff serving as Principal of the School, the President shall serve as Principal of the School.
The Secretary shall give notice of all meetings of the Board of Directors and Executive Committee, if any, shall keep an accurate list of the Directors, and shall have the authority to certify any records, or copies of records, as the official records of the organization.
The Secretary shall ensure minutes of Board meetings and meetings of the Membership are recorded, by either the Secretary, a delegated Director, or a delegated meeting attendee, and shall maintain the minutes of the Board of Directors’ meetings, all committee meetings, and meetings of the Membership.
The Secretary shall maintain all records of the organization, ensure Board meetings and meetings of the Membership are conducted with agendas, and manage all communication and notices of meetings of the Board and of the Membership. In the absence of a delegated volunteer or paid staff serving as Office Manager of the School, the Secretary shall serve as Office Manager of the School.
The Treasurer shall be responsible for conducting the financial affairs of the organization as directed and authorized by the Board of Directors and Executive Committee, if any, and shall make reports of the organization’s finances as required, but no less often than at each meeting of the Board of Directors and Executive Committee. In the absence of a delegated volunteer or paid staff, the Treasurer shall manage the School billing, receivables, and other accounting as needed.
The Treasurer shall ensure the filing and accuracy of all required financial and tax related documents with requisite bodies governing the organization, including, but not limited to, quarterly or annual forms with the Internal Revenue Service. In the absence of a delegated volunteer or paid staff serving as Financial Manager of the School, the Treasurer shall serve as Financial Manager of the School.
Section 2. Eligibility.
An officer shall be a Director of the Board of Directors.
Section 3. Nominations and Elections.
Nominations for officers may be made by any Director, including self-nominations. The officers shall be elected annually by the Board of Directors from the Directors of the Board and at the first meeting of the Board of Directors, immediately following the annual meeting.
Section 4. Removal and Vacancies.
An officer or agent of the organization shall be subject to removal, with cause or for neglect of duties, at a meeting called for that purpose, by a two-thirds (⅔) majority of the Board. Any vacancy that occurs for any reason may be filled by the Board of Directors following normal nomination and election procedures as defined in the bylaws. A Director elected to fill a vacancy shall serve the remaining term of his or her predecessor, or until a successor has been elected and qualified.
Meetings of Membership
Section 1. Annual Membership Meeting.
An annual meeting of the Membership shall be held once each calendar year for the purpose of electing Directors and for the transaction of such other business as may properly come before the meeting. The annual meeting shall be held at the precise time and place, in-person or online, designated by the Board of Directors and shall be in the last full month of the school year prior to summer break.
Section 2. Special Meetings.
Special meetings of the Membership may be requested by the President, any one (1) Director of the Board of Directors, or by any one (1) Member in good standing by submitting a written request to the Secretary.
Section 3. Notice.
Written notice of all meetings, whether regular or special meetings, shall be provided under this section or as otherwise required by law. The Notice shall state the place and/or means of electronic access, date, and hour of meeting, and, if for a special meeting, the purpose of the meeting. Such Notice shall be sent in writing to all Members in good standing thirty (30) days prior to any regular meeting and seven (7) days prior to any special meeting. Such notice shall be deemed effective when receipt is acknowledged by a majority of the Board of Directors.
Section 4. Place of Meeting.
Meetings of the Membership shall be held at a place, in-person or via virtual or electronic means, stated in the notice.
Any Member in good standing may participate in any meeting of the Membership.
Section 5. Quorum.
A quorum of Board of Directors plus all Members in attendance shall constitute a quorum.
The most current edition of the American Institute of Parliamentarians Standard Code of Parliamentary Procedure shall govern meetings when they are not in conflict with the organization’s bylaws.
The organization may be dissolved only with authorization of its Board of Directors given at a special meeting called for that purpose, and with the subsequent approval by no less than two-thirds (⅔) vote of the Membership. If the total votes cast on a dissolution resolution is less than two-thirds (⅔) of the Membership, the Board shall call for a subsequent vote on the resolution with thirty (30) days notice to the Membership. If a second vote occurs on a dissolution resolution, approval of the resolution and subsequent dissolution of the organization shall occur with two-thirds (⅔) vote of the votes cast.
In the event of the dissolution of the organization, the assets shall be applied and distributed as follows:
All liabilities and obligations shall be paid, satisfied and discharged, or adequate provision shall be made therefore. Assets not held upon a condition requiring return, transfer, or conveyance to any other organization or individual shall be distributed, transferred, or conveyed, in trust or otherwise, to charitable and educational organization, organized under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, of a similar or like nature to this organization, as determined by the Board of Directors.
The bylaws may be amended, altered, or repealed by vote of Members in good standing by a two-thirds (⅔) majority of the votes cast, using normal voting procedures and eligibility of voting rights.
Conflict of Interest
Section 1. Purpose.
The conflict of interest article is to protect the organization’s tax-exempt status and interests before entering into a transaction or arrangement that might benefit the private interest of an officer or Director of the organization or might result in a possible excess benefit transaction. These provisions shall not replace any applicable state and federal laws governing conflict of interest applicable to not-for-profit and charitable organizations.
Section 2. Definitions.
a. Interested Person.
Any Director, officer, or member of a committee with governing Board-delegated powers who has a direct or indirect financial interest, as defined below, is an interested person.
b. Financial Interest.
A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
i. An ownership or investment interest in any entity with which the organization has a transaction or arrangement;
ii. A compensation arrangement with the organization or with any entity or individual with which the organization has a transaction or arrangement; or
iii. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the organization is negotiating a transaction or arrangement.
A financial interest may or may not be a conflict of interest.
This shall include direct and indirect remuneration as well as gifts or favors that are not insubstantial.
Section 3. Procedures.
a. Duty To Disclose.
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Directors and members of committees with governing Board-delegated powers who are considering the proposed transaction or arrangement.
b. Determination of Existence of Conflict of Interest.
After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the Board or governing committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board or governing committee members shall decide whether a conflict of interest exists by majority vote.
c. Procedures for Addressing the Conflict of Interest.
The following shall be the processes and procedures for managing Conflict of Interest:
i. An interested person may make a presentation at the Board or governing committee meeting, and after the presentation, the interested person shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
ii. The Board or governing committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement by majority vote of the disinterested Directors or committee members. The proposed transaction or arrangement related to the conflict of interest shall be deferred until such time as the investigation and resultant Board or governing committee final determination whether or not to execute the transaction or enter into the arrangement as defined in these bylaws.
iii. After exercising due diligence, the Board or governing committee shall determine whether the organization can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
iv. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board or governing committee shall determine by a majority vote of the disinterested Directors or governing committee members whether the transaction or arrangement is in the organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, the Board or governing committee shall decide by majority vote of disinterested Directors or committee Members whether or not to enter into the transaction or arrangement.
d. Conflict of Interest Violations.
The Board of Directors or governing committee shall follow the defined procedure to resolve a conflict of interest violation:
i. If the Board or governing committee has reasonable cause to believe a Member has failed to disclose actual or possible conflicts of interest, it shall inform the Member of the basis for such belief and afford the Member an opportunity to explain the alleged failure to disclose.
ii. If, after hearing the Member’s response and after conducting further investigation as warranted by the circumstances, the Board or governing committee determines that the Member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action as determined by majority vote of disinterested Directors or committee Members.
Section 4. Records of Proceedings.
The minutes of the Board and all committees with Board delegated powers shall contain:
a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest; the nature of the financial interest; any action taken to determine whether a conflict of interest was present; and the Board’s or governing committee’s determination as to whether a conflict of interest in fact existed.
b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement; the content of the discussion; including any alternatives to the proposed transaction or arrangement; and a record of any votes taken in connection with the proceedings.
Section 5. Compensation.
a. A voting member of the Board or any committee who receives compensation, directly or indirectly, from the organization for services shall be precluded from voting on matters pertaining to that Member’s compensation.
b. A voting member of the Board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the organization for services shall be precluded from voting on matters pertaining to that member’s compensation.
c. A voting member of the Board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the organization, either individually or collectively, shall not be prohibited from providing information to any committee regarding compensation.
Section 6. Periodic Reviews.
To ensure that the organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
a. Whether compensation arrangements and benefits are reasonable, are based on competent and complete information, and are the result of transparent negotiations with review for possible conflict of interest.
b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in inurement, impermissible private benefit, or an excess benefit transaction.
Section 7. Use of Outside Experts.
When conducting the periodic reviews regarding conflict of interests evaluations as provided for in these bylaws, the organization may use outside experts. If outside experts are used, their use shall not relieve the Board of its responsibility for ensuring that periodic reviews are conducted.
Bylaws approved by the Board on July 26, 2020.
We certify that the foregoing is a true and correct copy of the bylaws of the above-named organization, duly adopted by the initial Board of Directors on July 26, 2020.
Jesse Trucks, President
Erin Johnson, Treasurer
Ratified on: 26 July 2020