Board of Directors

The Board of Directors provides leadership and guidance as we consider the value of experienced teachers who are well-trained in the philosophy and best-practices employed at Charyl Stockwell Academy. All Board members serve without financial compensation.

President: Kevin Frush, Parent

Vice-President: Claudia-Ayala Frush, Parent

Treasurer: Vito Curcuru, Parent

Secretary: Deb Curcuru, Parent

Director: Karl Knipple, Teacher

Director: Allison Pargoff, Teacher 

Director: Erin Wolfe, Member of CSA Board of Directors

Director: Lori Sproull, Parent

Director: Beatriz Hatcher, Parent

Director: Steven Beyer, Principal, Charyl Stockwell Preparatory Academy

CSA Education Foundation Bylaws

Adopted: 10-8-2007

Article I

Organization

Section 1. The CSA Education Foundation (hereinafter called the Foundation) is a non-profit charitable corporation and operates under the conditions established under Section 501(C)(3) of the Internal Revenue Code.

Section 2. The offices of the Foundation shall be 9758 East Highland Road, Howell, Michigan 48843.

Article II

Purpose and Objectives

Section 1. The general purpose for which the Foundation is formed is to advance the educational outcomes for students at CSA by reducing the attrition of teachers from the school. In furtherance, the Foundation may sponsor or engage in activities including, but not limited to those that may:

1.1 Raise money to pay grants to teachers for returning each year.

1.2 Raise money to pay stipends to teachers for supervising after school activities.

1.3 Raise money to pay teacher expenses to attend state and national conferences.

1.4 Build a financial endowment fund to meet the goals of the Foundation.

1.5 Funds may be raised through a large raffle activity and through soliciting parents and other interested parties through an annual donation drive.

1.6 Engage in such other activities as are necessary to accomplish its general purposes.

Section 2. It is provided, however, that the Foundation shall not engage in any activity which would be inconsistent with the status of an educational and charitable organization as defined in Section 501(c)(3) of the Internal Revenue Code of 1954 as amended or any successor provision thereto, and provided further that none of the above stated purposes of the Foundation shall be construed as other than the public benefit purposes appropriate for such a charitable and educational organization.

Article III

Revenues and Expenditures

SECTION 1. Initial funding for the Foundation will come from parent donations. The Foundation President and Treasurer will keep all foundation monies in a separate account.

The Foundation has applied for 501(c)(3) status to make it non-taxable and able to grant potential donors full deductions on their federal income taxes, a wide variety of potential revenue sources become available to the Foundation, i.e. an annual raffle(s), memorial donations, or simply charitable contributions.

SECTION 2. Routine expenditures incurred in running the Foundation (travel, postage, supplies,printing, etc.) will come out of the contributions made to the Foundation. The Foundation Directors will review and approve an annual budget for such expenditures and the Treasurer will report on this budget and expenditures at each directors meeting.

Article IV

Directors

Section 1. Membership. The entire Board of Directors shall consist of up to ten (10) members and not less than five (5) members. The members shall include at least one member who is the past Co-Leader of the CSA Parent Council, one member who is a member of the CSA Parent Council, one member who is a CSA teacher, one member who is a CSA administrator and one member who is a CSA Board Director.

Section 2. Manner of Appointment. New Directors shall be selected and solicited by the existing Board of Directors of the Foundation and shall be appointed as needed to fill vacancies.

Section 3. Term of Office. The term of office of each Director shall be for three years and until his/her successor has been duly appointed. The three-year terms shall be staggered. The initial Board members will have terms of two or three years. The Co-Leader of the CSA Parent Council shall serve a one-year term on the Foundation Board of Directors immediately following the expiration of his/her term as Co-Leader.

Section 4. Duties, Powers and Manner of Acting. The Board of Directors of the Foundation shall have full control and management of the affairs, business and property of the Foundation. Except as provided elsewhere, the Directors shall in all cases act as a Board, regularly convening in the transaction of business. The presence at any meeting of a majority of its seated Directors shall constitute a quorum. The Directors may adopt such rules and regulations for the conduct of their meetings and for the management of the Foundation, which they may deem proper, not inconsistent with law, or these Bylaws. Each Director shall have one vote. In the event that less than a quorum is in attendance for any Board meeting, those present may function in an advisory capacity at the pleasure of the President, after which the President may seek Board acceptance of the group’s recommendations.

Section 5. Resignation. Any Director of the Foundation may resign his/her office at any time. Such resignation is to be made in writing to the Foundation President and is to take effect when it is delivered unless the notice specifies a later effective date.

Section 6. Removal. The Foundation Board of Directors has the power to remove any member from office for just cause by vote of a majority of Directors. Just cause shall include improperly disclosing or releasing confidential information; benefiting financially from information obtained by reason of the board position; using funds improperly; soliciting or receiving personal gain from actual or potential donors; engaging in acts of moral turpitude; and or ceasing to participate in fulfilling the responsibilities

of a member of the Foundation Board of Directors.

Section 7. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and at such place as shall be determined by the majority of the Board of Directors. A meeting of the Foundation Board of Directors can be conducted using a variety of communication modes including electronic and teleconferencing.

Section 8. Special Meetings. The President may call special meetings of the Board of Directors at any time. The President must, upon the written request of a majority of all Directors, call a special meeting to be held not more than ten (10) days after the President has received such a written request.

Section 9. Compensation. No member of the Board of Directors shall receive compensation for services as such from the Foundation, but Directors may be reimbursed for expenses in attending meetings of the Board or its committees, or in otherwise carrying out the business of the Board. All reimbursements and

expenses will be from Foundation monies and approved by the Board of Directors.

Section 10. Conduct of Meetings. The Foundation Board of Directors may adopt rules of procedure for the conduct of its meetings. In the absence of such procedures, Robert’s Rules of Order shall serve as parliamentary authority.

Article V

Officers
Section 1. The officers of the Foundation shall be a President, Treasurer, Secretary and others as appointed by the Board of Directors.

Section 2. The Board of Directors shall elect the President, Treasurer and Secretary of the foundation from the Board membership for terms of one year. Terms of office shall begin upon election or immediately upon their appointment when an unexpired term is to be filled. Individuals may be reelected for consecutive terms as officers. The President, Treasurer and Secretary remain members of the Board of Directors, eligible to vote and take full part in all other board activities.

Section 3. Except to the extent such powers and responsibilities are vested in the Board of Directors, or other officers, the President and in the absence of the President, the Secretary shall have general charge over the affairs of the Foundation. The Secretary shall keep the minutes of the Board of Directors; the Treasurer shall be responsible for preparation and submission of such financial reports and budgets as shall be required. Officers shall have such other powers and perform such other duties as may be elsewhere specified in these Bylaws or may from time to time be assigned them by the Board of Directors.

Article VI

Amendments

Section 1. Submission of Proposed Amendments. Any proposed amendments to these Bylaws can be introduced by a member at a meeting of the Board or be submitted by a member of the Board to the President prior to the meeting date. The proposed amendment shall be prepared in writing. At the meeting of introduction of the amendment, the Directors will receive the proposed amendment for review and recommendation for action at the next meeting. Proposed amendments can be submitted to the Board by electronic means for input and voted upon at the next regular meeting of the Foundation Board.

Section 2. Voting. These Bylaws may be amended by a two-thirds majority vote of the Foundation Board of Directors at a meeting where such written proposed action is part of the meeting’s agenda.

Adopted: 10-8-2007