Bylaws of The Colorado Springs School
Amended and Restated 2018
Article I – PURPOSES
Section 1.1 Purposes. The purposes for which The Colorado Springs School ("CSS" or the School") is formed are set forth in the Articles of Incorporation as amended and are represented by the current Mission Statement for CSS that reads:
Through superior academics and mentoring, The Colorado Springs School prepares students to think independently and to meet the challenges of a dynamic world with leadership, ingenuity, problem-solving skills, and personal integrity.
These Bylaws are made for the purpose of managing the affairs of CSS.
Article II – TRUSTEES
Section 2.1 General Powers. The business, property and affairs of the School shall be managed by its Board of Trustees (the "Board") in accordance with the Articles of Incorporation and these Bylaws.
Section 2.2 Powers and Numbers. The Board shall consist of at least three and not more than twenty voting members ("Trustees" or "Voting Trustees") elected by the Board as described in Section 2.4. One Trustee may be a designee from the Colorado Springs School Foundation Board. In addition, there shall be two ex officio Trustees as described in Section 2.2(b) hereof.
Election of Trustees. The Trustees shall be elected to the Board at the May meeting of the Board. Any Trustee may nominate candidates for consideration. The Governance Committee of the Board shall review the candidates and present recommendations to the Board for approval.
Ex Officio Trustees. The ex officio Trustees shall be the Head of the School ("Head"), and a faculty member designated by the Governance Committee at a biennial selection. Ex officio Trustees shall serve as non-voting members of the Board.
Section 2.3 Term and Vacancy. Trustees shall be elected for a three-year term, unless they are elected to complete the term of a Trustee who has died, resigned, or been removed, in which case, he or she shall serve the balance of the unexpired term. Terms for all trustees commence on the date of the annual board retreat or July 1 (whichever date is first). A Trustee elected to complete an unexpired term shall hold office until May of the year in which the unexpired term expires or until a successor is duly elected, chosen, or appointed. No Trustee shall serve more than two consecutive terms. The Board may waive the two consecutive term limit for a particular Trustee upon a motion duly passed by an affirmative vote of two-thirds of the Trustees in attendance at a regularly scheduled meeting. Any term limit waiver must be renewed annually. A former Trustee may be elected to a new term after a lapse in service of twelve consecutive months. Vacancies created on the Board for any reason prior to the expiration of a Trustee's term may be filled at any regular or special meeting of the Board.
Section 2.4 Performance of Duties. A Trustee of the School shall perform his or her duties as a Trustee, including his or her duties as a member of any committee of the Board on which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interests of the School, and with such care as an ordinary prudent person in a like position would use under similar circumstances. In performing his or her duties, a Trustee shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by persons listed in paragraphs (a), (b), and (c) of this Section 2.4; but he or she shall not be considered to be acting in good faith if he or she has knowledge concerning the matter in question that would cause such reliance to be unwarranted. (A person listed in paragraph (a), (b) or (c) of this Section 2.4 who performs his or her duties in good faith shall not have any liability by reason of being or having been a Trustee of the School.) Those persons and groups on whose information, opinions, reports, and statements a Trustee is entitled to rely are:
One or more officers or employees of the School whom the Trustee reasonably believes to be reliable and competent in the matters presented;
Legal counsel, public accountants, or other persons as to matters which the Trustee reasonably believes to be within such persons' professional expertise or competence; or
A committee of the Board upon which he or she does not serve which committee the Trustee reasonably believes to merit confidence.
Section 2.5 Removal and Resignation. A Trustee may resign at any time by giving written notice to the President of the Board ("President") or the Secretary of the Board ("Secretary"). The resignation of any Trustee shall become effective upon receipt of the notice or at such later time as specified in the notice. A Trustee or officer may be removed with or without cause by a two-thirds vote of the Trustees at any regular or special meeting of the Board. The notice for the meeting shall state that removal of an officer or Trustee is to be an item of business at the meeting.
Section 2.6 Honorary Trustees. The Board may recognize meritorious service to the School by designating certain persons non-voting, Honorary Trustees or Trustees Emeritus for an indefinite term. Honorary Trustees or Trustees Emeritus shall not be included in the number of Trustees specified in Section 2.3 hereof. He or she shall have such rights and privileges as the Board determines to be appropriate and proper.
Section 2.7 Regular Meetings. Regular meetings of the Board shall be held in the State of Colorado on such days in September, November, January, March and May of each year as shall be designated by the President. Additionally, an annual retreat may be held in the State of Colorado at a time and place designated by the President.
Section 2.8 Special Meetings. Special meetings of the Board may be held at any time and place within the State of Colorado as shall be specified in the notice of such meeting. Special meetings may be called at any time by the President or by a majority of the Trustees. Evidence of notice or attempted notice shall be included in the minutes of any special meeting.
Section 2.9 Notice of Meetings. Notice of regular meetings and the annual retreat shall be given to each Trustee in writing no less than ten days prior to the meeting date. Notice of special meetings shall be given to each Trustee in writing no less than three days prior to the meeting date. Notices shall provide the time and place of the meeting. Notice may be delivered to in person, by regular mail addressed to each Trustee at his or her address on file with the School, or by electronic means. A Trustee may waive notice of any meeting. The attendance of a Trustee at any meeting shall constitute waiver of notice of such meeting, unless a Trustee attends the meeting for the express purpose of objecting to the transaction of business on the grounds that the meeting is not lawfully called or convened and objects at the beginning of such meeting or upon arrival at such meeting.
Section 2.10 Quorum. Actions of the Board shall be authorized by a vote of a majority of the quorum of the Voting Trustees at any annual retreat, regular or special meeting of the Board. Except as otherwise provided by Colorado law, the Articles of Incorporation or these Bylaws, the majority of the Voting Trustees present at a regular, special or any annual retreat meeting shall constitute a quorum. Each voting Trustee shall have one vote. Voting by proxy shall not be permitted unless the Trustee has been present during the entire conversation preceding the vote.
Section 2.11 Participation by Electronic Means. Any Trustee or member of a standing or special committee designated by the Board may participate in a meeting by means of conference telephone or similar communications equipment provided that each Trustee participating by conference telephone can be identified when speaking, all participants are able to hear each other at the same time and all persons in attendance at the meeting are able to hear any Trustee who speaks during the meeting. Such participation will constitute presence in person at the meeting.
Section 2.12 Informal Action by Trustees. Any action required or permitted to be taken by the Board or by a committee thereof at a meeting may be taken without a meeting if all Voting Trustees or all of the committee members entitled to vote with respect to the subject matter thereof provide written consent. Consent using electronic mail or facsimile shall constitute written consent.
Section 2.13 Conflicts of Interest. A conflict of interest affidavit shall be signed by each Trustee at the first meeting of the Board in September of each year. It is the responsibility of each Trustee to update the affidavit if circumstances arise that create a Conflict of Interest (as defined below) and to notify the President immediately of any such Conflict of Interest.
"Conflict of Interest" as referred to herein, shall include but shall not be limited to any transaction by or with the School in which a Trustee or any affiliate of the Trustee (as defined below) has direct or indirect personal interest, or any transaction in which a Trustee is unable to exercise impartial judgment or otherwise act in the best interests of the School.
No Trustee shall cast a vote, or take part in the final deliberation on any matter in which he or she, members of his or her immediate family, or any organization to which such he or she has allegiance (an "affiliate"), has personal interest that may compete with or appear to compete with the interest of CSS. Any Trustee who believes he or she may have a Conflict of Interest shall notify the Board of such Conflict of Interest prior to deliberations on the matter in question and the minutes of the Board meeting shall reflect disclosure of the Conflict of Interest and the recusal of the interested Trustee.
In the event any Trustee has a Conflict of Interest that may limit the Trustee's fair and impartial judgment in Board deliberations or decisions on a particular matter, the Trustee shall inform the Board as to the circumstances of such Conflict of Interest. If those circumstances require the non-participation of the affected Trustee, the Board may request that the Trustee provide appropriate, non-confidential information that may inform its decisions.
Section 2.14 Loans to Trustees Prohibited. The School shall not make any loans to Trustees.
Section 2.15 Order of Business. The order of business at any meeting of the Board shall be determined by the President or the presiding officer.
Article III - OFFICERS OF THE BOARD
Section 3.1 Executive Officers. The executive officers of the Board shall consist of a President, a treasurer ("Treasurer"), and a Secretary, who shall be elected by a ballot at the May meeting of the Trustees. The executive officers shall be elected from among the Voting Trustees. The Trustees may create such other executive offices as may be necessary for the proper management of the affairs of CSS.
Section 3.2 Election. No later than the start of the fiscal year (as defined below) the Board will elect the officers from among its members.
Section 3.3 Term. There are no limits to the number of terms a Trustee may be elected to an office, other than the limit on terms of Trustees in Section 2.3 hereof. The executive officers may be elected to, and may serve, unlimited term extensions at the pleasure of the Board. The President shall serve a two-year term. The Treasurer and Secretary shall serve one-year terms. Terms for all trustees and officers commence on the date of the annual board retreat or July 1 (whichever date is first) and continue until successors are elected and take office; provided, however, that any executive officer may be removed prior to the expiration of his or her term of office by a majority of the Voting Trustees, with or without cause.
Section 3.4 President. The President has ultimate responsibility for the actions of the Board. The President shall preside at all meetings of the Board and Executive Committee (as defined in Section 4.1 hereof), coordinate the work of the Board and the Executive Committee, have sole authority to organize and set the agenda for the annual retreat, execute with the proper officers of the School all contracts and other instruments of the School in the name of the School, as authorized by the Trustees or Executive Committee, and perform all duties incident to the office and properly required by the Trustees or Executive Committee. The President shall lead the process for evaluating the Head. The President shall appoint the presidents of standing and special committees advising the Board and shall appoint such committees of honorary trustees, faculty, parents and other qualified persons as he or she deem necessary or desirable to be advisory to the Board; provided, however, that no such committee with members who are not trustees shall take action, or exercise authority or power reserved to the Board by law, these Bylaws or the Articles of Incorporation.
Section 3.5 Secretary. The Secretary shall issue notices of all meetings, shall keep minutes thereof, maintain the seal and the corporate records of CSS, execute with the President such instruments as require such signatures, attest the signatures of the proper officers to all contracts, securities, and all other obligations of the School in the name of the School; and shall make reports and perform other duties as are incident to his or her office and properly required of him or her by the Board. The Secretary shall perform the duties of the President in the event the President is absent or unable to act.
Section 3.6 Treasurer. The Treasurer shall serve as the principal financial officer of the School and shall have the care and custody of all funds, securities, evidences of indebtedness and other personal property of the School. The Treasurer shall deposit, invest, account for and discharge assets of the School in accordance with the instructions of the Board. The Treasurer shall prepare or cause to be prepared and present to the Board, no later than December 31 of each year, an audited financial report and balance sheet showing the assets and liabilities, income and operation expenses of the School at the close of the preceding fiscal year (as defined below). The Treasurer shall execute such instruments as require his or her signature, and shall perform all duties incident to the office and are properly required of him or her by the Board.
Section 3.7 Temporary Appointments. In case of the absence, inability to act, failure to act, or refusal to act of any officer, the President shall have the power to appoint one of the Trustees, subject to the approval of the Board, to exercise the powers and perform the duties of such officer.
Article IV- COMMITTEES
Section 4.1 Executive Committee. During such times as the Board of Trustees shall not be in session, the management and control of CSS shall be vested in an executive committee consisting of not less than three nor more than five Voting Trustees of the Board, one of whom shall be the President ("Executive Committee"). The Executive Committee shall have all powers and authority possessed by the Board except those reserved to the Board by law. Pursuant to Colorado law, the Executive Committee may not (a) authorize distributions; (b) elect, appoint, or remove any Trustee; (c) amend the Articles of Incorporation; (d) adopt, amend, or repeal the Bylaws; (e) approve a plan of merger; or (f) approve a sale, lease, exchange, or other disposition of all, or substantially all, of the School's property.
Election and Term. The members of the Executive Committee may be elected by the Board immediately following the election of officers, serving at the pleasure of the Board until the next election, or membership may consist of the executive officers. A majority of members of the Executive Committee shall constitute a quorum. The Executive Committee shall meet at times and places established as shall be agreed upon by the Executive Committee at its first meeting of the term.
Section 4.2 Other Committees. The Board may designate such other committees of the Board by duly adopted resolution, as the Board shall deem desirable or advisable. Such committees shall have such authority as the Board shall designate and as shall be prescribed by Colorado law.
Article V – SEAL
Section 5.1 Seal. The seal of the School will consist of a circle with the inscription: "THE COLORADO SPRINGS SCHOOL" along with any other information generally and usually used with such seals in the State of Colorado.
Article VI - FISCAL YEAR
Section 6.1 Fiscal Year. The fiscal year of the School shall be July 1 to June 30 of each year.
Article VII - CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 7.1 Contracts. The Board may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the School. Such authority may be general or confined to specific instances.
Section 7.2 Loans. No loans shall be originated on behalf of the School and no evidences of indebtedness shall be issued in its name unless authorized by the Board. Such authority may be general or confined to specific instances.
Section 7.3 Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the School shall be executed by such officer or officers, agent or agents of the School and in such a manner as shall from time to time be determined by the Board.
Funds of the School in excess of $1,000.00 shall be disbursed by check. Checks in excess of $1,000,000 shall require dual signatures. The following persons have signature authority: President, Secretary, Treasurer, Head, business manager or others designated by the Board. Funds equal to or less than $1,000.00 shall require a single signature by a person with signature authority.
Section 7.4 Deposits. All funds of the School not otherwise employed shall be deposited from time to time to the credit of the School in such banks, trust companies or other depositories as the Board may select.
Section 7.5 Gifts. The Board may accept, on behalf of the School, any contribution, gift, bequest or devise for the general purposes of, or for special purposes, of the School.
Article VIII - NONDISCRIMINATION
Section 8.1 Nondiscrimination. The officers, Trustees, committee members, employees and persons served by this School shall be selected on a lawful and nondiscriminatory basis.
Article IX – BOOKS AND RECORDS
Section 9.1 Books and Records. The School shall maintain correct and complete books and records of account and shall also maintain minutes of the proceedings of the Board and committees having any of the authority of the Board.
Article X - WAIVER OF NOTICE
Section 10.1 Waiver. Whenever any notice is required to be given under the provisions of these Bylaws or under the provisions of the Articles of Incorporation or under the provisions of the Colorado Revised Nonprofit Corporation Act, or otherwise, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the event or other circumstance requiring such notice, shall be deemed equivalent to the giving of such notice.
Article XI - INDEMNIFICATION
Section 11.1 Indemnification. To the maximum extent permitted by the Colorado Revised Nonprofit Corporation Act as in effect at the time of the adoption of these Bylaws, or as amended from time to time, CSS shall indemnify and advance expenses to any person who was or is a party, or 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 Trustee, officer, or administrator of CSS acting within the scope of his or her normal duties, against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding. The foregoing right of indemnification shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under any bylaw, agreement, vote of disinterested Trustees, or otherwise. Any indemnification and advancement of any expenses hereunder must be authorized in the specific case as required by the Colorado Revised Nonprofit Corporation Act in effect at the time of such indemnification or advancement of expenses.
To the extent permitted by the Colorado Revised Nonprofit Corporation Act, as amended from time to time, the provisions of this Article XI shall also apply to a Trustee, director, officer, employee or agent of CSS while serving at the specific request of CSS as a director, officer, partner, Trustee, employee or agent of another corporation, or any partnership, joint venture, trust, other enterprise or employee benefit plan. Any indemnification or advancement of expenses shall be secondary to, and payable in excess of, such other organization's indemnification or advancement of expenses, including any payments under any liability insurance.
To the extent permitted by the Colorado Revised Nonprofit Corporation Act, as amended from time to time, the foregoing provisions for indemnification and advancement of expenses are not exclusive, and CSS may at its discretion provide for other indemnification or advancement of expenses in a resolution of the Board or in an authorized contract.
Any repeal or modification of the foregoing provisions of this Article XI shall not affect adversely any right or protection stated in such provisions with respect to any act or omission occurring prior to the time of such repeal or modification.
The Board authorizes the purchase of insurance on behalf of any Trustee, officer, employee, or other agent against any liability incurred by him or her which arises out of such person's status as a Trustee, officer, employee, or agent, whether or not the School would have the power to indemnify the person against that liability under applicable law.
Article XII - AMENDMENTS
Section 12.1 Amendments. The Board shall have the power to alter or amend these Bylaws or repeal these Bylaws and enact new Bylaws by a two-thirds affirmative vote of the Trustees then in office.