CODE
of BY-LAWS of
CONCERNED CITIZENS for QUALITY EDUCATION
ARTICLE I
NAME
Section 1.1. Name. The name of this Corporation shall be CCQE hereinafter
referred to as "Corporation".
ARTICLE II
PURPOSES
Section 2.1. Purposes. The purposes of the Corporation are:
(a) Quality education for all students at a reasonable cost.
(b) To perform any purpose which nonprofit corporations are authorized
under the Nonprofit Corporation Act of 1991 ("the Act").
ARTICLE III
MEETINGS OF MEMBERS
Section 3.1. Annual Meeting. An annual meeting of
the members shall be held on the first Wednesday in the month of July
at the hour of 6:30 p.m central time, for the purpose of electing directors
and for the transaction of such other business as may come before the
meeting. If the day fixed for the annual meeting shall be a legal holiday
in the State of Indiana, such meeting shall be held on the next succeeding
business day.
Section 3.2. Special Meetings. Special meetings of
the members may be called by he president, the Board of Directors or
not less than one-third of the members having voting rights.
Section 3.3. Place of Meeting. The Board of Directors
may designate any place, either within or without the State of Indiana,
as the place of meeting for any annual meeting or for any special meeting
called by the Board of Directors. If no designation is made or if a
special meeting be otherwise called, the place of meeting shall be the
principal office of the Corporation in the State of Indiana but if all
of the members shall meet at any time and place, wither within or without
the State of Indiana and consent to the holding of a meeting, such meeting
shall be valid without call or notice, and at such meeting any corporate
action may be taken.
Section 3.4. Notice of Meetings. A written or printed
notice stating the place, day and hour of the meeting and, in the case
of a special meeting, the purpose for which the meeting is called, shall
be delivered or mailed by the secretary, or by the officer or person
calling the meeting to each member of record entitled to vote at that
meeting, at the address which appears on the records of the Corporation,
at least ten (10) days before the date of meeting. Notice of any meeting
of members may be waived in writing filed with the secretary or by attendance
in person.
Section 3.5. Informal Action by Members. Any action
required by law to be taken at a meeting of the members, or any action
which may be taken at a meeting of members, may be taken without meeting
if a consent in writing, setting forth the action so taken, shall be
signed by all of the members entitled to vote with respect to the subject
matter thereof.
Section 3.6. Quorum. A majority of persons qualified to vote
as members at any meeting, represented in person or by proxy, shall
constitute a quorum.
Section 3.7. Proxies. At any meeting of members, a member entitled
to vote may vote by proxy executed in writing by the members or his
duly authorized attorney-in-fact. No proxy shall be valid after eleven
months from the date of its execution, unless otherwise provided in
the proxy.
Section 3.8. Voting List. The secretary, or assistant
secretary of the Corporation, shall keep at all times, at the principal
office of the Corporation, a complete and accurate list of all members
entitled to vote at any meeting of the members which may be inspected
by any member, for any purpose, at any reasonable time.
ARTICLE IV
BOARD OF DIRECTORS
Section 4.1. General Powers. The control and management
of the affairs of the Corporation shall be vested in its Board of Directors.
Directors must be members of the Corporation.
Section 4.2. Number and Tenure. The number of Directors
shall be not less than five (5) nor more than seven (7). Each Director
shall hold office for a term of three (3) years or until his successor
shall have been elected and qualified except that at the first election
after incorporation, three (3) members of the Board of Directors shall
be elected for a three (3) year term ,three (3) for a two (2) year term,
and one for a one (1) year term (which would be the president) so that
the terms of one-third of the Directors shall expire annually. Each
Director shall be eligible for re-election. The Board of Directors shall
have the right to increase or decrease within the limits prescribed
by the Articles of Incorporation the number of Directors by a vote of
the majority of the Directors present at a properly called meeting of
the Board of Directors.
Section 4.3. Regular Meetings. A regular annual meeting
of the Board of Directors shall be held without other notice than these
By-Laws, immediately after, and at the same place as, the annual meeting
of members. The Board of Directors may provide by resolution the time
and place, either within or without the State of Indiana, for the holding
of additional regular meetings of the Board without other notice than
such resolution.
Section 4.4. Special Meetings. Special meetings of the Board
of Directors may be called by or at the request of the president or
any two Directors. The person or persons authorized to call special
meetings of the Board may fix any place, either within or without the
State of Indiana, as the place for holding any special meeting call
be them.
Section 4.5. Notice of Special Meetings. Notice of
any special meeting of the Board of Directors shall be given at least
two (2) days previously thereto by written notice delivered personally,
sent by mail, telegram, fax, or e-mail to each Director at his address
as shown by the records of the Corporation. Any Director may waive notice
of any meeting. The attendance of a Director at any meeting shall constitute
a waiver of notice of such meeting, except where a Director attends
a meeting for the express purpose of objecting to the transaction of
any business because the meeting is not lawfully called or convened.
Neither the business to be transacted at, nor the purpose of, any regular
or special meeting of the Board need be specified in the notice of waiver
of notice of such meeting, unless specifically required by law or these
By-Laws.
Section 4.6. Quorum. A majority of the entire Board of Directors
shall constitute a quorum. However, when filling vacancies occurring
in the Board of Directors, a majority of the existing Directors shall
constitute a quorum.
Section 4.7. Manner of Acting. The act of a majority of the
Directors present at a meeting at which a quorum is present shall be
the act of the Board of Directors.
Section 4.8. Informal Action by Directors. Any action required
or permitted to be taken at any meeting of the Board of Directors or
of any committee thereof may be taken without a meeting, if prior to
such action a written consent to such action is signed by all members
of the Board or of such committee as the case may be, and such written
consent is filed with the minutes of proceedings of the Board or committee.
Section 4.9. Power to Appoint Executive Committee. The Board
of Directors shall have power to appoint by resolution adopted by a
majority of the entire Board an executive committee composed of two
or more Directors, who, to the extent provided in such resolution, shall
have and exercise the authority of the Board of Directors in the management
of the business of the Corporation between meetings of the Board.
Section 4.10. Power to Make By-Laws. The Board of Directors
shall have the power to make and alter any by-law or by-laws, including
the fixing and altering of the number of Directors.
Section 4.11. Power to Elect and Appoint Officers.
The Board of Directors shall select a president, one or more vice-presidents,
a secretary and a treasurer. The Board shall have the power to appoint
such other officers and agents as the Board may deem necessary for transaction
of the business of the Corporation. Any officer or agent may be removed
by the Board of Directors whenever in the judgment of the Board the
interests of the Corporation will be served thereby. The Board shall
also have power to fill any vacancy in any office occurring for any
reason whatsoever.
Section 4.12. Delegation of Powers. For any reason deemed sufficient
by the Board of Directors, whether occasioned by absence or otherwise,
the Board may delegate all or any of the powers and duties of any officer
to any other officer or Director, but no officer or Director shall execute,
acknowledge or verify any instrument in more than one capacity.
Section 4.13. Rules of Vote. This corporation will
follow Robert Rules of Order
ARTICLE V
OFFICERS
Section 5.1. Officers. The Board of Directors shall
elect or appoint the officers of the Corporation. The officers of the
Corporation shall be a president, one or more vice-presidents, a secretary,
a treasurer and such other officers as may be deemed desirable by the
Board of Directors. Any two or more offices may be held by the same
person, except the offices of president and secretary.
Section 5.2. Election and Term of Office. The officers of the
Corporation shall be elected annually from among and by the Board of
Directors at the regular annual meeting of the Board of Directors. Each
officer shall hold office for one year or until his successor shall
have been duly elected and shall have qualified, unless earlier removed
by the Board of Directors. All officers and agents can be removed at
any time by the affirmative vote of the majority of the members of the
Board of Directors. Officers shall be eligible for reelection.
Section 5.3. President. The president shall be the chief executive
officer of the Corporation. He shall preside at all meetings of the
Board of Directors and membership. Under the Board's direction he shall
have general supervision over the affairs of the Corporation and over
the other officers. He shall sign all written contracts of the Corporation.
He shall perform all such other duties as are incident to this office.
Section 5.4. Vice-President. The vice-president shall perform
the duties specified in Section 5.3 of this Article in the absence or
disability of the president. In addition, he shall perform duties and
assignments which may from time to time be delegated by the president
or the Board.
Section 5.5. Treasurer. The treasurer shall have custody of
all moneys and securities of the Corporation and shall give bond in
such sums and with such surety as the Directors may require, conditioned
upon the faithful performance of his office. He shall perform all such
other duties as are incident to this office as treasurer.
Section 5.6. Secretary. The secretary shall have the responsibility
for providing that notices required by these By-Laws be issued, and
shall provide that minutes of all meetings of the Board of Directors
and membership be adequately kept. He shall have responsibility for
all corporate books, records and papers, any and all written contracts
of the Corporation and shall be custodian of the corporate seal. He
shall perform all such other duties as are incident to his office.
Section 5.7. Vacancies. Vacancies among elected and
appointed officers occurring during the annual terms thereof shall be
filled by the Board of Directors.
ARTICLE VI
COMMITTEES
Section 6.1. Standing and Special Committees. The
president shall, with the approval of the Board of Directors, appoint
such standing or special committees of such size as the president or
Board of Directors may deem necessary to properly carry on the activities
and effect the purposes of the Corporation. Such committees shall perform
as the president or the Board of Directors may direct.
ARTICLE VII
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 7.1. Contracts. The Board of Directors may
authorize any officer or officers, agent or agents of the Corporation,
in addition to the officers so authorized by these By-Laws, to enter
into any contract or execute and deliver any instrument in the name
of and on behalf of the Corporation, and such authority may be general
or confined to specific instances.
Section 7.2. Checks, Drafts, etc. All checks, drafts,
or orders for the payment of money, notes or other evidences of indebtedness
issued in the name of the Corporation, shall be signed by such officer
or officers, agent or agents of the Corporation and in such manner as
shall from time to time be determined by resolution of the Board of
Directors, such instruments shall be signed by the treasurer, and countersigned
by the president or vice-president of the Corporation.
Section 7.3. Deposits. All funds of the Corporation
shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies, or other depositories as the Board of
Directors may select.
Section 7.4. Gifts. The Board of Directors may accept
on behalf of the Corporation any contribution, gift, bequest or devise
for the general purpose or for any special purpose of the Corporation.
ARTICLE VIII
BOOKS AND RECORDS
Section 8.1. Books and Records. The Corporation shall
keep correct and complete books and records of account and shall also
keep minutes of the proceedings of its members, Board of Directors,
and committees having any of the authority of the Board of Directors,
and shall keep at the principal office a record giving the names and
addresses of the members entitled to vote. All books and records of
the Corporation may be inspected by any member, or his agent or attorney
for any proper purpose at any reasonable time.
ARTICLE IX
FISCAL YEAR
Section 9.1. Fiscal Year. The fiscal year of the Corporation
shall begin on the first(1st) day of July and end on the 31st day of
June in each year.
ARTICLE X
CORPORATE INDEMNIFICATION
Section 10.1. Indemnification. To the extent not inconsistent
with the law of the State of Indiana, every person (and the heirs and
personal representatives of such person) who is or was a director or
officer of the Corporation shall be indemnified by the Corporation as
provided in the Act.
ARTICLE XI
AMENDMENTS TO BY-LAWS
Section 11.1. Amendments. These By-Laws may be amended
by the affirmative vote of a majority of the Board of Directors, provided
that the text of the proposed amendments shall have been sent to all
Directors with the call for the meeting at least ten (10) days in advance
of such meeting.
