By Laws of Northern Light Learning Center
A not-for-profit corporation
Revised April 11, 2011
Article I: Northern Light Learning Center
Northern Light Learning Center is a non-profit corporation qualified for tax-exempt status under Section 501© (3) of the United States Internal Revenue Code.
Article II: Purpose
The purposes of Northern Light Learning Center (hereafter referred to as the “Corporation”) are as follows:
To inspire and support self-directed learning and community-based education, for children and their families.
To provide a place for the community to share educational resources and knowledge, and to organize and coordinate activities that further such sharing.
The Corporation will carry out those purposes by activities such as: establishing a learning center, disseminating information, and conducting or assisting others to conduct classes, workshops, seminars, and other educational programs.
Nothing herein shall authorize the Corporation to operate or maintain a nursery school, elementary school, or secondary school.
Article III: The Board
Section 1: Number of Board Members: The Board shall consist of at least three, but not more than twelve people initially selected by the Co-Chairs. New Board members will be elected at the annual meeting to be held in place of the first regular board meeting in April. A slate of nominations will be taken from the membership as a whole and voted on, in a confidential vote, by the existing Board. A two-thirds majority vote is required to elect a Board member. Those receiving the most votes—up to a total of twelve members—will be considered elected. A Board member’s term begins at the close of the meeting at which he/she is elected.
Section 2: Term of Board Members: Each member of the Board shall be entitled to serve two or three years to complete a full term. There is no limitation of consecutive terms. Approximately one-third of Board positions shall be up for election at each annual meeting such that terms are staggered. If a Board member resigns before completing their term, a new member may be elected if the Board chooses to do so by majority vote. The same procedures as in Section 1 shall apply.
Section 3: Removal of a Board member: A Board member may be removed from his/her duties by a majority vote of the entire Board at a duly held meeting for which notice of such purpose has been given one week in advance.
Section 4: Powers and Duties: The Board shall have the general power to manage and control the affairs and property of the Corporation, including the power to reimburse those incurring expenses on behalf of the Corporation and to authorize the payment of those providing services to the Corporation. The Board shall have the full power by majority vote by those present, to adopt rules and regulations governing actions of the Board. The Board shall ensure that the Corporation adheres to the fundamental and basic purposes of the Corporation, as expressed in the Certificate of Incorporation, as it may from time to time amend.
Section 5: Regular meetings: Regular meetings shall be held at least monthly, or more often as deemed necessary by the Board.
Section 6: Special meetings: Special meetings of the Board may be called by any two Board members. Such meetings shall be held within fourteen days, unless deemed unworkable by the consensus of the Board, with such time, date, and place as may be specified in the notice.
Section 7: Quorum and Adjournment: At all the meetings of the Board, a majority of the total number of Board members is required to do business. In the absence of a quorum, a consensus of the Board members present may adjourn and reschedule the meeting, but otherwise may not conduct any corporate business.
Section 8: Organization: The Chairman of the Board will preside over all the meetings of the Corporation. In the absence of the Chairman, the Vice-Chair will preside over the meeting. In the absence of both Chair and Vice-Chair, the remaining Board members will select a presiding officer. Robert’s Rules of Order will be used as a guide to run all meetings, tailored to suit the Corporation.
Section 9: Decision Making: All decisions of the Corporation shall be determined by a majority of the Board members. These shall be noted in the minutes, kept on file with the Corporation’s papers, and will take effect at the close of the meeting.
Article IV: Officers
Section 1: Officers: The officers of the Board shall be a Chair, a Vice-Chair, a treasurer, and a secretary, and may also include such other officers as the Board may elect. One person may hold more than one office in the Corporation.
Section 2: Selection and Term of Office: The officers of the Corporation shall be elected by the Board at the meeting after the annual Board meeting, the second Board meeting in April. Term length shall be determined by the Board at such time. Nominations for officers will be taken from the floor and voted on. A majority vote is required for approval of officers.
Section 3: Removal of Officers: Any officer may be removed by a majority vote of the Board at a duly held meeting for which notice of such purpose has been given one week in advance.
Section 4: Vacancies: Any vacancies of officers can be filled at any meeting of the Board by majority vote.
Section 5: Chair: The Chair shall preside over all meetings of the Board. The Chair shall have general supervision of the affairs of the Corporation, shall keep the group directed towards its goals, shall delegate responsibility for tasks to other members of committees, and serves as primary contact between the Board and other staff. The Chair is responsible for keeping the Board functioning effectively and efficiently.
Section 6: Vice-Chair: The Vice-Chair shall fill in for the Chair as needed.
Section 7: Treasurer: The treasurer has general responsibilities for the Corporation’s accounts and funds. The Treasurer shall keep (or cause to be kept) complete and accurate accounts of the receipts and disbursements of the Corporation and he/she shall deposit (or cause to be deposited) all monies and other valuable effects of the Corporation in the name of and to the credit of the Corporation in such banks and depositories as the Board may designate. Whenever required by the Board, the Treasurer shall render statement of the Corporation’s accounts. Upon reasonable request, the Treasurer shall exhibit the books and accounts of the Corporation to any Board member of the Corporation.
Section 8: Secretary: There shall be a Secretary at each meeting of the Board. The Secretary shall keep the minutes of the meetings. The Secretary shall be responsible for the giving and receiving of all notices of the Corporation, and shall perform all duties incident to the office of the Secretary, subject at all times, however, to the control of the Board. Minutes of the meetings will be available to the membership.
Article IV: Committees
Committees shall be established by the Board with Board oversight.
Article VI: Conflict of Interest
Section 1: Personal Financial Gain or Benefit: No part of the net earnings of the corporation shall inure to the benefit of any member or individual other than those who are employed by the Corporation. Any member who stands to benefit personally or who stands to receive benefit through a family member or business associate from a decision of the Board shall declare a conflict of interest and decline to participate in any discussion or to vote on the matter in question.
Article VII: Indemnification
Section 1: Indemnification of Board Members: Each and every Board member of the Corporation, including any Board member whose term has expired, shall be indemnified by the Corporation from and against any and all losses, obligations, and proceedings whatsoever, including, without limitation, all judgments rendered against, and all fines or penalties imposed upon indemnity and any reasonable attorney’s fees and other expenses, incurred in connection therewith, which, directly or indirectly , may be payable, caused by, attributable to, arise by virtue of, or result from actual or alleged negligence or misconduct in the performance of his/her duties as a Board member, and such right of indemnification shall not be deemed exclusive of any other rights to which he/she may be entitled under any Bylaws, agreements, vote, or otherwise.
Article VIII: Dissolution
Section 1: Vote for Dissolution: if at any time the Corporation shall cease to carry out its stated purpose, an official decision to dissolve the Corporation shall first be made by a two-thirds vote of the Board members.
Section 2: Transfer of Assets: At the time of dissolution of the Corporation, all assets held by it, whether in trust or otherwise, shall, after payment of its liabilities, be paid over to any organization which itself has established a tax-exempt status under Section 501© (3) of the United States Internal Revenue Code as now exclusively for the education of the public. The organization(s) to receive the assets shall be determined by a two-thirds vote of the Board.
Article IX: Amendments
Section 1: Amendments to Bylaws: The Bylaws of the Corporation may be amended at the annual meeting provided written notice of the proposed amendment(s) has been sent to the Board members prior to the meeting. Amendments shall require a majority vote of the Board members present. They may also be amended at a regularly scheduled Board meeting provided notice in writing is given to all Board members one month in advance.