BYLAWS OF
 WEST CHATHAM PREPARATORY ACADEMY, INC.

ARTICLE 1 Name

The name of the corporation is West Chatham Preparatory Academy, Inc., herein for convenience referred to as “West Chatham Preparatory Academy”; “Academy” or “Corporation”
 
ARTICLE 2 Purpose and Mission of the Corporation

Section 1. Purpose - The corporation is organized, and will be operated, exclusively for charitable, literary, educational, and cultural purposes as described in Section 501(c) (3) of the Internal Revenue Code.

Section 2. Mission -
 West Chatham Preparatory Academy will facilitate learning through advanced and innovative technological and educational methods that encourage self-directed learning. The Academy will foster a student-centered, safe, and supportive environment by collaborating with parents or guardians and community to open and operate a “Charter School” as defined and established pursuant to the Charter Schools Act of 1998 under the Laws of Georgia, herein referred to as “School”, “Academy” or “West Chatham Preparatory Academy”. 


        ARTICLE 3 Governing Board of Directors//Terms


Section I. Initial Governing Board of the Corporation - The affairs of West Chatham Preparatory Academy shall be controlled and administered by a governing Board of Directors (the “Board of Directors” or “Governing Board”), which initially shall be composed of seven (7) members named by the incorporator for a term of one (1) year.

Section 2. Board and Terms -
 Beginning with the second year, the Governing Board will consist of seven members, at least four (4) of which will be parents or guardians of children who attend, or are under contract, to attend West Chatham Preparatory Academy and who are not employed by the Academy or the Savannah/Chatham Board of Education. Two members will be teachers currently employed at the school. One member will be community member at-large who is neither a parent or guardian nor an employee of the Academy. The parent or guardian and community members shall be elected by a majority vote of the parents or guardians of students who attend or are contracted to attend the Academy. The term of each member of the board shall be two years, except as otherwise indicated below. All board members may serve more than one term, but not more than two (2) consecutive terms. Board members shall be eligible to be re-elected to the Board of Directors after at least a one (1) year absence. The two teacher members will be elected by a majority vote of the teachers employed by West Chatham Preparatory Academy in alternate years, except for the first year when one (1) shall be elected for a one (1) year term. After the 2010 elections of West Chatham Preparatory Academy board members (see Sec. 5, below), one half of the number of members will be elected in even numbered years, with the remaining members elected in odd numbered years.

Section 3. Duties/Responsibilities -
 The affairs of the corporation shall be controlled and administered by the Governing Board. The Governing Board shall have complete responsibility for managing the school, subject to the management and control of the Savannah/Chatham County School Board as provided in the Charter and in a manner consistent with the constitution. The duties of the Governing Board of the corporation shall be to: (1) serve as the policy-making body of the corporation within the limitations of the Charter and consistent with federal and state law; (2) set immediate goals for the current fiscal year and long-range plans and goals for future development and (3) elect the chairpersons of various committees as the Governing Board may find desirable. Each Governing Board member is responsible for attending all board meetings, an annual retreat when offered, and any board training sessions. Governing Board members are also responsible for serving as a member of or as liaison to a committee when requested by board action. Board members will initiate requests and questions to school employees concerning school management and operations through the school administrators except for the following circumstances: 1) When asking a faculty Governing Board member for information. 2) When an officer or a committee member is exercising a role authorized by the bylaws and/or by Board approval of a committee function (e.g. Art. 4, Sec. 3, Officers Duties; Art. 5, Sec. 4, Personnel Committee Duties). 3) When a parent or guardian Governing Board member seeks information and/or some consideration bearing upon his or her child's situation at the school.

Section 4. Conflict of Interest -
 Governing Board members are obligated to abstain from official board actions in which they have a conflict of interest in relation to the business under consideration by the board and shall agree to adhere to the Conflict of Interest Policy of corporation. If there is a question regarding such a possible conflict of interest, then the issue will be settled by majority vote of the Governing Board.

Section 5. Nomination/Election -
The Nominating Committee and the Governing Board shall implement the process of securing board members in a manner that four (4) members are parents or guardians of Academy students, one member is a community member and two members are teachers at the Academy. The parents or guardians of West Chatham Preparatory Academy will elect the parent or guardian and community representative from a slate presented by the Nominating Committee. The 2010 school year elections will have two parent or guardian and community candidates eligible for a one-year term and two parent or guardian-community candidates eligible for a two-year term. The elections shall have a slate of no fewer candidates than the number of Board seats available from which to choose for the Board positions, assuming that at least five willing candidates are available. At the end of the 2010 school year, the members who served a one-year term may choose to run for a two-year term. This and all subsequent elections of parent or guardian-community representatives shall be for two-year terms and shall be chosen from candidates chosen by the Nominating Committee. The subsequent elections will fill the parent or guardian and community spots on the Governing Board as determined by the board. The slate of candidates shall be presented to the Governing Board first for approval and then to the parent or guardian body one month prior to a ballot mailed to all West Chatham Preparatory Academy parents or guardians. Independent nominations to any slated position may be made in writing by parents or guardians of students of the Academy if the nominees have confirmed their willingness to serve. If these independent nominations are submitted to the Nominating Committee chairperson one week prior to the deadline for the ballot mailing, then they will be included on the ballot. The election will be won by the nominees receiving the most number of the ballot votes cast. These elected board members shall assume their duties at the May Governing Board meeting. The currently employed teaching staff will elect their teacher representatives at the end of the school terms, and these newly elected representatives will begin their terms of service at the May Governing Board meeting. The 201 0 elections for teacher representatives will have one teacher running for a two-year term and one teacher running for a one-year term. At the end of the one-year term, the 201 1 election will be for a two-year term. Subsequently all teacher representatives will serve two-year terms, with elections in alternate years. A teacher representative may serve for only two (2) consecutive terms, but may be reelected after at least one (1) year absence from the Board of Directors.

Section 6. Vacancies/Removal -
In the event of the resignation, death, or removal from the Governing Board of a parent or guardian or community member, the Nominating Committee will select a replacement candidate and submit the name(s) to the Governing Board for approval to serve for the remainder of the term of the member they replace. Teacher representatives who leave the board shall be replaced by the staff election of a replacement. At a meeting with respect to which notice of such purpose is given and a quorum present, upon two-thirds majority vote, the Governing Board may remove a Governing Board member for any reason. In case of the resignation or removal of board members, the newly elected board member will be installed for the remainder of the original term of the original member.

Section 7. Meetings -
 The Governing Board of the corporation shall meet at least once a month to, among other things, discuss the operation of the school, hear reports and updates from board members, consider and adopt policies, and address requests and concerns from parents or guardians, students, and teachers. Additional meetings may be called at the discretion of the president and shall be called upon written request of three members of the Governing Board with at least five days' notice. Notice of any special meeting of the board shall state the purpose or purposes for which the meeting is called. All Governing Board members are required to attend board meetings. If a board member must be excused from a meeting, the president must receive 24-hours notice. After two unexcused absences, a board member could be asked to resign or be removed from the board. The president of the governing board shall preside at all meetings of the West Chatham Preparatory Academy Governing Board.

Section 8. Quorum -
At all meetings of the Governing Board, four (4) members of the board shall constitute a quorum for the transaction of business. If the board membership should fall to fewer than seven (7) members in a precipitous manner or in the future be increased in number above seven (7), then of the remaining members of the board, half of these members plus one will constitute a quorum. Except as otherwise specifically provided herein, all resolutions adopted and all business transacted by the Governing Board shall require the affirmative vote of a simple majority of the board members present at the meeting at which at least a quorum is present.

Section 9. Compensation -
The members of the Governing Board shall serve without compensation; however, the corporation shall be authorized and empowered to pay reasonable out-of-pocket expenses incurred by the board members in furtherance of the corporation's purposes.

 Section 10. Future Increases in Governing Board –
 If and when the student population of the Academy exceeds six hundred (600) students, the Governing Board of Directors at the next succeeding election shall be increased to a total of nine (9) in number as follows: 1) Five (5) Board members shall be parents or guardians of students who attend or are under contract to attend the Academy and cannot be employed by the Academy or the Savannah/Chatham Board of Education; 2) Two (2) Board members shall be community representatives who are not parents or guardians of a student of the Academy nor are employed by the Savannah/Chatham Board of Education; and 3) Two (2) members shall be employed teachers of the Academy. If and when the student population of the Academy exceeds eight hundred (800) students, the Governing Board of Directors at the next succeeding election shall be increased to a total of eleven (11) in number as follows: 1) Six (6) Board members shall be parents or guardians of students who attend or are under contract to attend the Academy and cannot be employed by the Academy or the Savannah/Chatham Board of Education; 2) Two (2) Board members shall be community representatives who are not parents or guardians of a student of the Academy nor are employed by the Savannah/Chatham Board of Education; and 3) Three (3) Board members shall be employed teachers of the Academy.
 

    ARTICLE 4 Officers
 
Section I. Officers -
The officers shall consist of a president, vice president, treasurer and secretary, all of whom shall be voting members of the Governing Board. The term of each office shall be for one year, except as otherwise may be provided in these bylaws. Any officer may be reelected for additional terms as long as he/she remains a member of the Governing Board.

Section 2. Executive Director -
The Governing Board of Directors shall hire an Executive Director or Co-Executive Directors to run the day to day operations of West Chatham Preparatory Academy in accordance with the policies under directions of the Governing Board. The Executive Directors (or at least one if Co-Executive Directors are employed) shall attend all Georgia Board meetings as an advisor to the Board in an ex officio non-voting capacity. The initial Executive Director(s) may be employed by contract by the initial Board of Directors to a term not to exceed five (5) years.
 
Section 3. Duties of Officers -
 The powers and duties of the officers shall be as follows:
A. President.
 The president shall be the chief executive officer of the corporation and shall have general and active management of the operation of the corporation. The president shall be responsible for overseeing the administration of the school, including general implementation of the policies and management of the financial affairs of the corporation. The president shall be chairperson of the Governing Board, shall preside at meetings of the Governing Board, and shall have such other duties and responsibilities as may be assigned to him/her from time to time by the Governing Board.
B. Vice President.
The vice president shall assist the president in all areas as requested by the president or by the Governing Board and shall assume the duties of president in his/her absence.
C. Treasurer.
The treasurer shall oversee the management of the financial affairs of the corporation and shall have the responsibility to recommend actions concerning the corporation's financial affairs to the president, administrators, and Governing Board. He/she shall, with the administration's assistance, develop West Chatham Preparatory Academy's budgets and shall develop long-range financial goals that shall be presented to the Governing Board. The treasurer will oversee that all records are maintained accurately by the school's bookkeeper and will present a financial report at each Governing Board meeting. He/he shall have the authority and responsibility for the safekeeping of the funds, securities, and other assets of the corporation and shall serve as an advisor on all financial matters relating to the management and operation of the corporation's assets. The treasurer shall be responsible for assisting with the preparation of an annual report and have the accounting records audited as needed by a certified public accountant. The treasurer is responsible for making sure that the school complies with local, state, and federal guidelines. He/she will file the school's income tax forms.
 D. Secretary.
The Secretary shall be the custodian of the minute book and seal of the Corporation and shall accurately keep minutes of meetings of the Board of Directors.

Section 4. Nomination/Election -
 The officers shall be elected by the Governing Board of Directors from their members. The elected officers shall assume their duties at the May Board meeting of each year.

Section 5. Vacancies/Removals -
 A vacancy in the office of the president shall be filled by the vice president. Vacancies in other offices shall be filled by the Governing Board. At a meeting with respect to which notice of such purpose is given and a quorum present, upon two-thirds majority vote, the Governing Board may remove an officer from office with or without cause.
Section 6. Compensation of Officers -
 The officers, other than the Executive Director(s), shall serve without compensation; however, the corporation shall be authorized and empowered to pay reasonable out-of-pocket expenses incurred by an officer in furtherance of the corporation's purposes. 

        ARTICLE 5. Committees
 
Section 1. Purpose and Selection -
 All committees represent and implement activities related to the continuing mission of West Chatham Preparatory Academy. Standing and special committees of the Governing Board of the corporation, including their names, duties, and composition, may be created or dissolved by a majority vote of the Governing Board. The chairperson of all committees shall be approved by the Governing Board. The president is authorized to recommend chairpersons and may appoint other members to these committees, but the members to be appointed must be identified to the board, thereby giving the board opportunity to advise on these appointments. All members of all committees must agree to the Conflict of Interest Policy of the Academy and are obligated to abstain from official committee action when the member has a conflict of interest relative to the business under consideration by the committee on which they serve. If there is a question regarding such a possible conflict of interest, then the issue will be referred to the Governing Board, which will decide the issue.


Section 2. Standing Committees - Standing committees include but are not limited to Assessment, Facilities, Nominating, and Personnel. Each standing committee will have a Governing Board liaison and the committee will report directly to the board through this liaison person.
Standing committees include:
 1. Assessment.
The Assessment Committee will coordinate the assessment of West Chatham Preparatory Academy and will develop surveys for this purpose, with input from the Executive Director(s) and Governing Board. A. The parents, guardians, faculty, staff, students and Governing Board members will have an opportunity to annually evaluate the West Chatham Preparatory Academy and will develop surveys for this purpose, with input from the Executive Director(s) and Governing Board. B. The Board will annually evaluate the Executive Director(s), using the following guidelines. Performance feedback will be solicited from parents, guardians, students, faculty and staff, and board members through an annual survey. Additional anecdotal comments will be solicited from board members in a closed personnel meeting. The president will prepare a formal evaluation that will be reviewed by members of the Personnel Committee. The evaluation will be presented by the president to the Executive Director(s) at a personnel meeting. The board will establish the Executive Director(s) salary by contract. C. Faculty and staff will be evaluated annually by the Executive Director(s).
2. Facilities
 The Facilities Committee will work with the staff, the Governing Board and the Savannah-Chatham Board of Education to have a well-maintained, safe building for students, staff, and parents or guardians of West Chatham Preparatory Academy.
3. Nominating
The Nominating Committee will consist of five members: the chairperson and four other parents or guardians. The Governing Board will establish guidelines for this committee to use in determining its slate. The Nominating Committee will be responsible for recruiting committed and skilled parents, guardians, faculty, and community members to serve on the Governing Board. This committee will distribute willingness-to-serve forms to faculty, parents, guardians and community agencies in April to solicit for Governing Board members. The slate for Governing Board members should be presented in May.
4. Personnel
The Personnel Committee will consist of three members. At least one member shall be a member of the Governing Board of West Chatham Preparatory Academy. Preferably, at least one member will be a parent or guardian of a West Chatham Preparatory Academy student, this parent or guardian not to be a member of the Board. Employees of West Chatham Preparatory Academy will not serve as a member of the Personnel Committee. The president of the Governing Board will receive nominations from any source for these three committee members and will review them with the Governing Board in a timely manner so as to ensure that the committee is fully staffed throughout the year. The Governing Board must approve the chairperson of the committee. The primary liaisons between the employees of the West Chatham Preparatory Academy and the Personnel Committee will be the Executive Director(s), who will also serve as consultant to the committee when called on to do so by the committee or by the Governing Board. The Personnel Committee may confer with employees directly as it may deem necessary. The duties of the Personnel Committee are: A. To review recommendations for employment of faculty and staff that come from the Executive Director(s) and to pass on these recommendations to the Governing Board along with committee recommendations. Each recommendation will include the documented credentials of up to three of the best candidates as judged by the Executive Director(s) if there are two or more candidates for a position. Whenever time and circumstances permit, the Executive Director(s) should select two or more of the school's professional staff who are qualified, in the Executive Director(s) judgment to critique the candidates and should invite these staff members to review the credentials of the applicants and offer written comments. Arranging an opportunity for these staff persons to participate in interviews with candidates is desirable, but the Executive Director(s) will judge whether this process can be reasonably implemented. The staff comments are to be included in the sets of credentials that come to the Personnel Committee. The Personnel Committee will make recommendations to the Governing Board regarding the employment of Executive Director(s) after the committee has examined the credentials of candidates and has received comment from West Chatham Preparatory Academy professional staff who hold an official leadership position at the Academy and who have been given an opportunity to review the credentials of the candidates. The credentials of all of the applicants for Executive Director(s), plus the committee and staff comments will go to the Governing Board for its review. In regard to dismissal of a faculty or staff member, the Personnel Committee will receive recommendations from the Executive Director(s) and will make recommendations to the Governing Board, which holds authority for dismissal or non-renewal of all employees of West Chatham Preparatory Academy. B. To review personnel policies and staff contracts and to recommend changes as needed to the Governing board. C. To review financial and other compensation or benefit features of West Chatham Preparatory Academy employees and make recommendations regarding such to the Governing Board. D. To hold exit interviews with staff and faculty who leave employment at West Chatham Preparatory Academy and to maintain records devoted specifically to these exit interviews, if the Personnel Committee deems needed, to confer with the administrators and/or Governing Board regarding issues that may result from these interviews. E. To review and make recommendations concerning the employee grievance procedures. F. To evaluate annually the professional performance of the Executive Director(s), taking into consideration goals set by and for the Executive Director(s), achievements related to these goals and other achievements, information provided by the Assessment Committee, and other information judged to be pertinent to this professional performance. This other information includes the anecdotal comments solicited from Governing Board members and the president's formal evaluation of the Executive Director(s) as called for in Paragraph B of the Assessment Committee's description. The Personnel Committee's evaluation will be reported to the board in a closed meeting of the board, which may modify the evaluation if it chooses. After board consideration, the president will present the evaluation to the Executive Director(s) in a Personnel Committee meeting (as called for in paragraph B of the Assessment Committee).

Section 3. Special Committees -
 Special committees will be appointed by the Governing Board as needed. 

        ARTICLE 6. Seal
 
The seal of the corporation shall be in such form as the Governing Board may from time to time determine. In the event it is inconvenient to use such a seal at any time, the signature of the president of the corporation followed by the word "SEAL" enclosed in parentheses or scroll, shall be deemed the seal of the corporation. The Secretary shall be in charge of the seal and shall affix the seal on all corporate papers where necessary or appropriate. 

        ARTICLE 7 Amendment

Section I: Articles of Incorporation -
Articles of Incorporation may be amended by a simple majority of the members of the Governing Board present at any regular, annual, or special meeting where a quorum is present, provided the notice of such meeting shall inform the member of the amendments to be considered.

Section 2. Amendment of Bylaws -
These Bylaws may be amended by a simple majority vote of the Governing Board present at any regular, annual, or special meeting where a quorum of the Governing Board is present, provided the notice of such meeting shall inform the members of the amendments to be considered. Notice of any amendments to the bylaws shall be provided to the Savannah Chatham County Board of Education within fifteen (15) days of the vote enacting the amendment. 

        ARTICLE 8 Indemnification  

 Section 1 -
The corporation shall, upon a request to do so pursuant to Section 8.2 of these bylaws, indemnify any person who was or is a party or who is threatened to be made a party to any threatened, pending, or completed action suit or proceeding, whether civil, criminal, administrative, or investigative by reason of the fact that he or she is or was a member of the Governing board, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a member of the Governing Board, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorney's fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding, to the maximum extent allowed by Section 14-3-850 et.seq., of the Georgia Nonprofit Corporation Code, upon the determination by the corporation that such indemnification is proper in accordance with Section 14-3-850 et.seq., of the Georgia Nonprofit Corporation Code. Expenses incurred in defending a civil or criminal action, suit, or proceeding may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of the Board member, officer, employee, or agent to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation.

Section 2 -
In order to obtain indemnification under Section 8.1 of these bylaws, the person(s) seeking indemnification shall request such indemnification of the corporation by notifying the corporation of the following: (a) the substance and mount of the claim or claims alleged against him or her; (b) the forum in which such claims have been asserted; (c) the date or dates upon which such claims were asserted; (d) the defenses made or intended to be made to such claims; (e) the current status of such claims; (f) the date upon which, or the period within which, resolution of such claims can reasonably be expected; and (g) the anticipated amounts, or probable range of amounts, for which the corporation will be responsible upon any such indemnification. Within sixty (60) days of its receipt of such notice, the corporation shall arrange for and make the determination as to whether indemnification is proper under the circumstances as provided in Section 14-3850 et. seq., of the Georgia Nonprofit Corporation Code. If the corporation fails to take such action, the person seeking indemnification may call a special meeting of the Members of the Governing Board of the corporation at the principal office of the corporation. Notice of the special meeting shall be given, and the special meeting shall be conducted in accordance with Article 4 of these Bylaws. The person seeking indemnification shall provide a copy of the notice sent to the corporation requesting indemnification with his or her notice to the board members of the special meeting.

Section 3 -
 If the corporation or Savannah-Chatham County Board of Education purchases and maintains insurance on behalf of any person seeking indemnity from the corporation pursuant to this Article 8, and if proceeds of such insurance are paid to such person in connection with the matters upon which he or she has sought indemnification, the corporation shall not indemnify such person except to the extent that the amounts sought have not been paid by the proceeds of such insurance.

Section 4 -
If any expenses or other amounts are paid by way of indemnification, otherwise than by court order, by action of the members of the Governing Board, or by an insurance carrier pursuant to insurance maintained by the corporation or Savannah-Chatham County Board of Education, not later than the next annual meeting of members, unless such meeting is held within three (3) months from the date of such payment, and in any event, within fifteen (15) months from the date of such payment, the corporation shall, in accordance with the manner specified in Section 14-3-705 of the Georgia Nonprofit Corporation Code, send to the members of the Governing Board of record at the time entitled to vote for the election of board members a statement specifying the persons paid, the amounts paid, and the nature and status at the time of such payment of the litigation or threatened litigation.
 
Section 5 -
For purposes of this Article Twelve, and with respect to any merger or consolidation involving the corporation, reference to "the corporation" shall include, in addition to the surviving or new corporation, any merging or consolidating corporation (including any merging or consolidating corporation of a merging or consolidating corporation) absorbed in a merger or consolidation so that any person who is or was a member of the Governing Board, officer, employee, or agent of such merging or consolidating corporation, or who is or was serving at the request of such merging or consolidating corporation as a member of the Governing Board, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise, shall stand in the same position under Section 8.1 of these bylaws with respect to the resulting or surviving corporation as he or she would if he or she had served the resulting or surviving corporation in the same capacity.

Section 6 -
The indemnification and advancement of expenses provided by or granted pursuant to this Article 8 shall, unless otherwise provided when authorized or, ratified, continue as to a person who has ceased to be a member of the Governing Board, officer, employee or agent and shall inure to the benefits of the heirs, executors, and administrators of such person.

Section 7 -
The right of indemnification provided in this Article Eight shall not be exclusive of any rights to which any member of the Governing Board, officer, employee, or agent of the corporation may now or hereafter become entitled apart from the Article Eight.

Section 8 -
 Any repeal or modification of this Article Eight or any applicable provision of the law of Georgia shall not affect the corporation's rights or obligations of indemnification as they relate to any action or proceeding instituted before any such repeal or modification, or thereafter brought or threatened based in whole or in part upon any events or occurrences occurring prior to such repeal or modification.