ARTICLE I. MISSION

The mission of the Colorado League of Charter Schools is to improve student achievement and expand choice among high quality public schools by serving and supporting Colorado's charter schools. The League's mission reflects a commitment to individual charter schools, as well as the overall charter school movement both in Colorado and across the nation.

ARTICLE II. MEMBERS

SECTION 1. MEMBERS

a. The League of Charter Schools shall have two classes of members:

1. “Member Schools" applies to schools that have received charters, and comply with membership requirements set by the Board of Directors, including payment of dues. A school qualifies as a charter school upon opening.
2. "Associate Members" are individuals or organizations that apply for membership and comply with the membership requirements, including payment of dues, if any, as established by the Board. The Board may establish different classes or categories of associate membership from time to time. One class of Associate Members, at all times, shall be individuals or groups who are proposing or establishing charter schools.

b. Any question or dispute regarding membership may be brought before the Board, which, after notice and an opportunity to be heard by any affected party, may decide a membership question by majority vote.

SECTION 2. VOTING

a. Only the designee of a Member School is entitled to vote for "School Directors" on the Board of Directors, at the Delegate Assembly, or on other issues as designated by the Board. The governing structure of each Member School shall be responsible for designating the one representative authorized to vote on their school's behalf.

b. The Board’s "At Large Directors” will be voted upon by the Board’s membership at the time of the vote.

ARTICLE III. BOARD OF DIRECTORS

SECTION 1. PURPOSE

Consistent with the mission statement, “To serve and support Colorado's charter schools and their students," the Board of Directors shall be responsible for the management and business affairs of the League. The Board is responsible for providing general guidance to its Executive Director in the form of policy directives. Board members are expected to take leadership roles within the League, while also maintaining their leadership roles in the greater education community.

SECTION 2. NUMBER OF AND CLASSES OF DIRECTORS

a. There shall be no fewer than seven and no greater than fifteen directors. Representatives of Member Schools, in good standing, as defined above in Article 2 shall at all times constitute a majority of the Board of Directors. Member Schools are limited to having no more than one School Director at any one time serving on the Board.

b. The two classes of directors eligible to serve on the Board will be School Directors, and At Large Directors.

c. At Large Directors may be members of any Associate Member category.

d. Each school director’s school must be a member of the League in good standing.

SECTION 3. TERMS

a. Board positions of each class are two-year terms; each open seat on the Board is subject to the election procedures contained herein.

b. School Director terms begin in conjunction with each year's Annual Meeting.

c. At Large Director terms are two years and begin upon appointment by the board.

SECTION 4. ELECTION OF BOARD OF DIRECTORS

a. School Director Election

1. School Directors election shall be held in conjunction with each year's Delegate Assembly during the Annual Meeting. Regarding the total number of School Directors, approximately half shall be elected every other year. Only Member Schools shall be eligible to vote for School Directors of the Board.
2. Any person nominated by the governance structure of a Member School is eligible to serve as a School Director of the Board. That nomination must be designated to the League office no later than 30 days prior to the Annual Meeting and Delegate Assembly.
3. The name of all nominees for School Director positions shall be placed on an official ballot, also indicating the number of available positions. The candidates receiving the highest number of votes are elected to the available positions. Each school will have as many votes as there are vacancies. Modified cumulative voting will be allowed.
4. If there is a tie for the last vacancy on the Board, a run off ballot will be conducted between those candidates.
5. The tabulation of the ballots will be conducted by an officer of the Board not up for reelection and the Executive Director of the League.

b. At Large Director Election

1. Following the election of new board members at the Annual Meeting and Delegate Assembly the Board may appoint a Nominating Committee to present recommendations to the Board for At Large Directors.
2. The Nominating Committee shall be composed of three members of the board appointed by the Board President, including two school directors and one at large director not up for re­election.
3. At Large Directors whose terms will expire or any other interested person that wishes to be considered for an at-large seat shall submit their self-nomination in writing to the Board at any time.
4. Individuals seeking At Large Director seats may also be nominated by petition. Such nominations require the written assent of one-third of all School Members or ten School Members, whichever is fewer, and must be presented to the Nominating Committee at least one week prior to the next regular meeting following the Annual Meeting and Delegate Assembly. If an individual complies with the necessary recommendations, their name shall be considered by the Board for election as an At-large Director of the Board.
5. The Nominating Committee may contact individuals to determine their interest in serving as an At Large Director.
6. At Large Directors elected to the Board will be so notified and may begin to serve on the Board immediately.

SECTION 5. MEETINGS

a. The Board shall meet at least eight times a year, one following the annual convention and the others spaced throughout the year.

b. Special meetings of the Board may be called by the President, the Executive Director, or any four Directors. The person or persons authorized to call such meetings must notify all board members of the meeting by fax, or email at least 48 hours in advance of the meeting.

c. Meetings may be held by teleconferencing, interactive computer linkages, or other means that allow members of the Board to communicate. Vote tabulation of these meetings will be completed by fax with written consent of the agenda item. Two-­thirds of the board must participate in a meeting held by electronic methods for a quorum to be present.

d. A majority of the directors in office shall constitute a quorum for the transaction of business. The only exception would be those meetings conducted by electronic methods. Every action taken by the majority of those directors present shall be considered an act of the Board.

e. The President shall notify all members of the League about the regular meeting schedule. An updated version of the Board’s meeting schedule shall be maintained on its website for review by member schools. Meeting agendas shall be posted on the League’s website at least 48 hours prior to each Board meeting. It is the Intent of the Board that members of the League will be encouraged to attend and participate in the meetings of the Board.

f. Any Board member who misses three consecutive meetings of the Board of Directors, whether regular or s pecial meetings, shall automatically be removed from the Board except in special cases such as a medical or family emergency or military or legislative duty that compels absence , with such discretion to excuse such an absence v ested in the Board President.

SECTION 6. INFORMAL ACTION BY DIRECTORS:

a. Any action required or permitted to be taken by the board may be taken without a meeting if three-fourths of all Directors shall individually or collectively consent in writing to such action.

SECTION 7. VACANCIES

a. A School Director vacancy shall be deemed to exist on the board upon the occurrence of any one of the following events prior to the expiration of the term of office:

1. If for any reason a Member School withdraws its support in writing from the School Director it nominated.
2. If a member of the board submits a written resignation to the board. Acceptance of such resignation is not necessary to make it effective.
3. If for any reason the Member School that nominated the School Director ceases to be an active member of the League.

b. An At Large Director vacancy shall be deemed to exist on the board upon the occurrence of any one of the following events prior to the expiration of the term of office:

1. If a member of the board submits a written resignation to the board. Acceptance of such resignation is not necessary to make it effective.
2. If a member is removed for cause, including conduct injurious to the best interests of the League, by the affirmative vote of two-thirds of all the Directors, provided that the notice for such meeting where such action will be taken specifies that the removal of such director is on that meeting's agenda.

c. The Board within 90 days of notification shall fill the vacancy by appointment of a director, except that if such vacancy occurs for a School Director within 90 days of the next annual meeting then it shall be filled at the delegate assembly. The Board may fill vacancies for At Large Directors in its discretion, at any regular meeting. Election of a School Director at the next delegate assembly may be for a one-year term.

d. At Large Directors appointed by the board will serve out the remaining portion of the term.

ARTICLE IV. OFFICERS

SECTION 1. PRESIDENT

a. The President of the League shall be chosen by the Board of Directors from among its members at the meeting following the Annual Meeting and Delegate Assembly. The president shall serve as president for one year or until his successor is chosen. He shall preside over meetings of the Board, appoint such standing and special committees as the Board may authorize, and have such other powers as these by-laws or the Board shall delegate to him.

SECTION 2. VICE PRESIDENT

a. The Vice President / President Elect of the League shall be chosen by the Board from among its members at the meeting following the Annual Meeting and Delegate Assembly. In the absence or inability of the President, the Vice President-President Elect shall perform all duties of that office.

SECTION 3. SECRETARY

a. The Secretary of the League shall be chosen by the Board from among its members at the meeting following the Annual Meeting and Delegate Assembly. The Secretary shall serve for one year or until his successor shall be chosen. The Secretary shall maintain the organization’s corporate records and perform such other duties as prescribed by law.

SECTION 4. TREASURER

a. The Treasurer of the League shall be chosen by the Board from among its members at the meeting following the Annual Meeting and Delegate Assembly. The Treasurer shall serve one year or until his successor shall be chosen. The treasurer shall maintain the financial records of the organization and perform such other duties as prescribed by law.

SECTION 5. ELECTION OF OFFICERS

a. The officers of the League will serve for one year. They will be elected at the Board meeting following the Delegate Assembly at the Annual Meeting.

ARTICLE V. ANNUAL MEETING

SECTION 1. ANNUAL MEETING

a. The League shall annually hold a meeting of the members of the League to be known as the Annual Meeting and Delegate Assembly. The time and place therefore shall be fixed by the preceding annual meeting or, if such action has not been taken, by the Board of Directors.

SECTION 2. SPECIAL MEETINGS

a. Upon 30 days written notice to all members, the Board may call a special meeting of the League to consider urgent business.

SECTION 3. PROPOSAL OF RESOLUTIONS

a. Resolutions to be proposed at the Delegate Assembly during the Annual Meeting or at a special meeting may be submitted by any member or by an official committee of the League. Such resolutions must be transmitted in writing to the executive director of the League, or his designated representative, at least 30 days prior to the date of the opening business session of the Delegate Assembly or 20 days prior to the date of the opening business session of a special meeting.

SECTION 4. TRANSMISSION OF RESOLUTIONS TO MEMBERS

a. The executive director shall send, or cause to have sent, copies of proposed resolutions filed with him, to each League Member School governing structure at least (20) days prior to the opening business session of the Delegate Assembly or special meeting in order that Member Schools may instruct their delegates as to the casting of their board's vote on such resolutions.

SECTION 5. TRANSMISSION OF BOARD OF DIRECTOR CANDIDATES TO MEMBERS

a. The executive director shall send, or cause to have sent, copies of the resumes of Board candidates filed with him, to each League Member School governing structure at least 20 days prior to the opening business session of the Delegate Assembly or special meeting in order that Member Schools, may instruct their delegates as to the casting of their board’s vote on such candidates.

SECTION 6. RESOLUTIONS COMMITTEE; SUBMISSION OF RESOLUTIONS TO THE MEETING

a. A resolutions committee, IF appointed by the president to serve for the Annual Meeting and Delegate Assembly or special meeting, shall review all resolutions presented and shall prepare a slate of resolutions, with or without recommendations, to be presented to the membership for its consideration at the Delegate Assembly during the annual convention or special meeting. Resolutions recommended for consideration by the resolutions committee and all resolutions presented in compliance with Section 3 of this article may be considered, amended, and adopted by the majority vote of the delegates of the Member Schools present and voting in the election.

SECTION 7. VOTING

a. Each Member School holding active membership shall be entitled to one vote on any question at the Delegate Assembly at the Annual Meeting or any other official special meeting. It shall be the responsibility of each Member School to designate one of its members as a voting delegate, and the name of such person shall be filed with the Secretary prior to the casting of any vote. If a delegate is absent or if such person has not been designated prior to the Annual Meeting or special meeting of the League, the representatives of each Member School attending such meeting shall determine the method of reaching a decision on the casting of such vote by their school. Only designated delegates in attendance who are members of a Member School and who are registered at the meeting may cast a vote of their school at the Annual Meeting or special meeting of the League.

ARTICLE VI. COMMITTEES

SECTION 1. EXECUTIVE COMMITTEES

a. The Executive Committee shall consist of the President and four members elected by the Board of Directors at the regular Board meeting following the Delegate Assembly at the Annual Meeting. The members of the Executive Committee will serve for one year. The Executive Committee shall be responsible for the management and business and affairs of the League between Board meetings. The Executive Committee shall not have power to adopt, and or repeal these by-laws, nor make changes in the makeup of the Board's membership. The Executive Director shall be a non-voting member of the Executive Committee.

SECTION 2. MEETINGS OF THE EXECUTIVE COMMITTEE

a. Meetings of the Executive Committee shall be held at such time and at such place as determined by a resolution of such committee, without notice other than such resolution. Special meetings of the Executive Committee may be called by the Executive Director or the President, upon written or personal notice to all board members. The affirmative vote of not less than three members is required for the Executive Committee to take action on any matter.

SECTION 3. STANDING COMMITTEES

a. The Board has created standing committees to aid in its governance of the League. Those standing committees may include the: 1) Annual Meeting and Events; 2) Accountability/ Accreditation; 3) Communications; 4) Governmental Affairs; 5) Resolutions; 6) Legal Affairs; and 7) Audit Committee.

b. The President of the League is responsible to appoint members of the League and Directors of the Board to each committee.

c. Each committee will be chaired by a member of the League’s Board. The committees will be advisory to the Board and will make recommendations necessary to the accomplishment of the task assigned to them.

ARTICLE VII. LEAGUE FINANCES

SECTION 1. MEMBERSHIP FEE

a. The Board of Directors will establish a fee schedule for the various categories of members. The fee will be assessed annually.

SECTION 2. BILLING OF FEES

a. The annual fees of Member Schools shall be payable by December 31 of each year. Notice for payment of annual fees will be sent to the Member Schools prior to the October 1 count date. Member Schools will use that count date of FTE’s to determine their annual fee.

b. The fee for Associate Members will be annual and set by the Board of Directors.

SECTION 3. FEES FOR SPECIAL SERVICES

a. The Board may establish, from time to time, fees to be levied for specified services that shall be available but not included within the annual fee.

SECTION 4. EXPENDITURES

a. League funds shall be expended as directed by the Board from time to time. The Board may authorize the Executive Director to sign checks on League accounts in amounts not exceeding such limit as may be established by Board resolution. Any expenditure in excess of such limit must be authorized by prior formal action of the Board or persons delegated Board authority for that purpose.

ARTICLE VIII. INDEMNIFICATION

SECTION 1. DIRECTOR INDEMNIFICATION

a. The corporation shall indemnify any person who was, or is threatened to be made party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that this person is or was an officer or board member of the corporation and acting in that capacity, except if there is a determination in the action, suit, or proceeding that the person engaged in willful misconduct. Any indemnification under this article shall be made only as authorized on a specific case by a determination of the Board of Directors, by majority vote of a quorum of Board members not parties to the action, suit, or proceeding at issue. If the action, suit, or proceeding involves so many Board members that a quorum of disinterested board members cannot be obtained, then a vote may be taken of all Board members. The corporation may seek to purchase, maintain, or otherwise participate in an insurance plan to enable it to carry out any indemnification called for in this article.

ARTICLE IX. AMENDMENTS

SECTION 1. PROCESS

a. The Articles of Incorporation and the Articles 1, 2, 3, and 9 of these by-laws may be amended at the Annual Meeting and Delegate Assembly or special meeting of the League by a two-thirds vote of the School Members represented and voting, provided the proposed amendment shall have been submitted in writing and presented to the delegates at the meeting.

b. All other provisions of these by-laws may be amended by a two-thirds vote of the members of the Board of Directors at a regular meeting.