|Saturday, September 18, 2021||7777 Eastgate Rd. Henderson, NV 89015|
|Wednesday, October 27, 2021||1051 Sandy Ridge Pkwy. Henderson, NV 89052|
|Saturday, February 26, 2022||7951 Deer Springs Way Las Vegas, NV 89131|
|Saturday, March 26, 2022||1051 Sandy Ridge Pkwy. Henderson, NV 89052|
|Saturday, May 21, 2022||1051 Sandy Ridge Pkwy. Henderson, NV 89052|
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CORAL ACADEMY OF SCIENCE LAS VEGAS, A NEVADA STATE PUBLIC CHARTER SCHOOL
RULES OF GOVERNANCE
Adopted and Amended: March 2010 July 2013 March 2016 November 2016 March 2017
Rules of Governance of the Board of Governors for the regulation of Coral Academy of Science Las Vegas Charter School a Nevada Public Charter School
ARTICLE I: NAME
The name of the Nevada public charter school is Coral Academy of Science Las Vegas (hereinafter “CAS LV” or “School”).
ARTICLE II: MEMBERSHIP
The Nevada public charter school has no members. The rights which would otherwise vest in the members vest in the governors of the public charter school (hereinafter “Members”) of CAS LV. Actions which would otherwise require approval by a majority of all members or approval by the members require only approval of a majority of all Governing Members or approval by the Board of Governors (hereinafter “Governing Body” or “Board”).
ARTICLE III: BOARD OF GOVERNORS
- Powers. The Governing Body shall conduct or direct the affairs of the public charter school and exercise its powers, subject to the limitations of Nevada public charter school law, applicable state and federal laws, the executed charter, and these Rules. The Governing Body may delegate the management of the activities of the public charter school to others, so long as the affairs of the public charter school are managed, and its powers are exercised, under the Governing Body’s ultimate jurisdiction.Without limiting the generality of the powers hereby granted to the Governing Body, but subject to the same limitations, the Governing Body shall have all the powers enumerated in these Rules, and the following specific powers:
- To elect and remove Governing Members;
- To select and remove Officers, agents and employees of the public charter school; to prescribe powers and duties for them; and to fix their compensation;
- To enter into contracts, leases and other agreements which are, in the Governing Body’s judgment, necessary or desirable in obtaining the purposes of promoting the interests of the public charter school;
- To act as trustee under any trust incidental to the public charter school’s purposes, and to receive, hold, administer, exchange and expend funds and property subject to such a trust;
- To acquire real or personal property, by purchase, exchange, lease, gift, devise, bequest, or otherwise, and to hold, improve, lease, sublease, mortgage, transfer in trust, encumber, convey or otherwise dispose of such property;
- To borrow money, incur debt, and to execute and deliver promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations and other evidences of debt and securities;
- To lend money received only from private sources and to accept conditional or unconditional promissory notes therefore, whether interest or non-interest bearing, or secured or unsecured;
- To indemnify and maintain insurance on behalf of any of its Governing Members, officers, employees, sponsor or agents for liability asserted against or incurred by such person in such capacity or arising out of such person’s status as such, subject to the provisions of Nevada law and the limitations noted in these Rules,
- To develop and approve the annual budget and financial plan which shall be monitored and adjusted as necessary; to submit a final budget to the state pursuant to statute and regulations;
- To cause an annual inspection or audit of the accounts of the School, as well as any other audits required by law;
- To ensure ongoing evaluation of the School and provide public accountability; and
- To establish and approve all major educational and operational rules, policies and procedures.
- Number of Governing Members. The number of Governing Members of CAS LV shall be 7 members. The Governing Body shall reserve the right to change the number of Governing Members, by Governing Body resolution or an amendment of the Rules.
- Election of Board Members.
- Election. The Governing Body shall elect Members by the vote of a majority of the Governing Members then in office, whether or not the number of Governing Members in office is sufficient to constitute a quorum, or by the sole remaining Governing Member.
- Eligibility. The Governing Body may elect any person who in its discretion it believes will serve the interests of the school faithfully and effectively. Not more than two persons who serve on the governing body may represent the same organization or business or otherwise represent the interests of the same organization or business. Pursuant to NAC 386.345(1), a majority of the members of the governing body must reside in the county in which the charter school is located. The Governing Body shall consist of:
- One member who is a teacher or other person licensed pursuant to chapter 391 of NRS or who previously held such a license and is retired, as long as his or her license was held in good standing.
- One member who:
- Satisfies the qualifications of paragraph (i); or
- Is a school administrator with a license issued by another state or who previously held such a license and is retired, as long as his or her license was held in good standing.
- One parent or legal guardian of a pupil enrolled in CAS LV who is not a teacher or an administrator at the School.
- Two members who possess knowledge and experience in one or more of the following areas:
- Financial services;
- Law; or
- Human resources.
- At Large Governing Members, which includes other persons of good moral character such as parents, educators, community leaders and representatives of nonprofit organizations and businesses that do not have contracts with the School.
- Interested Persons/Conflict of Interest. No person shall serve on the Governing Board that has a conflict of interest, actual or perceived, in the school. A conflict of interest occurs when a governing body member acts on a school matter that could benefit or harm him or his immediate family members personally. An “interested person” is: (1) any person or spouse currently being compensated by the school for services rendered to it within the previous 12 months, as a full-time or part-time employee, (2) contractors with the school or their spouse, (3) vendors with the school, or (4) lessors of the school facility or other property used by the school.
- Term of Office.
- Governing Members shall serve terms of two (2) years per term. To maintain a level of continuity, institutional memory, and expertise, a Governing Member may serve for up to four (4) full terms (at which time, however, he/she will be term-limited and may not be re-elected without taking a one (1) year hiatus from the Governing Board). In most instances, therefore, a Governing Member may serve a maximum of eight (8) years. However, a partial term (e.g., if the Governing Member fills a vacancy caused by a resignation) shall not be counted against the four (4)-term limit. The first term counting against the term limit is the one commencing with the election specified in the following subsection (ii).
- The Governing Members’ terms shall be staggered such that while there are seven (7) Governing Members, the terms of three (3) Governing Members shall expire in a specific year and the other four (4) Governing Members’ terms expire the next year. (If the number of Governing Members is increased or decreased, then the Governing Board shall ensure that approximately half of the Governing Members’ terms expire each year.) The initial staggering of terms shall be achieved as follows:
Beginning of First Term (i.e., Next Election for this Post) Governing Member (as of October 27, 2016) Occupying this Post 1. May 2017 Diggins, Ann 2. May 2017 Gibson, Brin 3. May 2017 Hayman, Arlene 4. May 2018 Bellomo-Warren, Carryn 5. May 2018 Kazelskis, Elizabeth 6. May 2018 Tandogan, Feyzi 7. May 2018 Zhang, Philip
- The term of office of a Governing Member elected to fill a vacancy in these Bylaws begins on the date of the Member’s election, and continues: (1) for the balance of the unexpired term in the case of a vacancy created because of the resignation, removal, or death of a Member, or (2) for the term specified by the Governing Body in the case of a vacancy resulting from the increase of the number of Governing Members authorized (but in neither event shall that partial term count against that Governing Member’s term limit).
- A Governing Member’s term of office shall not be shortened by any reduction in the number of Members resulting from amendment to the Charter, the Bylaws, or other Governing Body action (unless the affected Governing Member agrees thereto).
- A Governing Member’s term of office shall not be extended beyond that for which the Governing Member was elected by amendment of the school’s charter. The School shall notify the sponsor and the Department of Education within ten (10) days of the selection of a new Governing Member and provide the required information pursuant to NRS 386.549(2).
- Time of Elections. The Governing Body shall elect Governing Members at the Annual Meeting, or at a Regular Meeting designated for that purpose, or at a Special Meeting called for that purpose.
- Removal of Governing Member. The Board may remove a Governing Member in accordance with the applicable provisions of Nevada law. The Governing Body may remove any Governing Member who:
- Has failed to attend three or more of the Governing Body’s Regular Meetings in any calendar year;
- Has been declared of unsound mind by a final order of court;
- Has been convicted of a felony;
- Has been found by a final order or judgment of any court to have breached any duty or law imposed by Nevada law;
- For such other good causes as the Governing Body may determine; or
- Upon determination that the Member is no longer eligible.
- Resignation by Board Member. A Governing Member may resign by giving written notice to the Governing Body President or Secretary. The resignation is effective upon receipt of such notice, or at any later date specified in the notice. The acceptance of a resignation by the Governing Body President or Secretary shall not be necessary to make it effective, but no resignation shall discharge any accrued obligation or duty of a Member. A Governing Member may not resign if the Governing Member’s resignation would leave the public charter school without a duly elected Governing Member in charge of its affairs, without first giving notice to the school’s Sponsor, the Nevada Department of Education.
- Vacancies. A vacancy is deemed to occur on the effective date of the resignation of a Governing Member, upon the removal of a Governing Member, upon declaration of vacancy pursuant to these Rules, or upon a Governing Member’s death. A vacancy is also deemed to exist upon the increase by the Governing Body of the authorized number of Governing Members.
ARTICLE IV. PRINCIPAL OFFICE
CASLV principal office shall be at the following address: CASLV, 1051 Sandy Ridge Avenue Henderson, NV 89052, or at such other place as the Governing Body may select by resolution or amendment of the Rules. The Secretary shall note any change in principal office on the copy of the Rules maintained by the Secretary.
ARTICLE V. MEETINGS OF THE GOVERNING BODY
- Place of Meetings. Governing Body Meetings shall be held at CAS LV’s principal office or at any other reasonably convenient place as the Governing Body may designate.
- Annual Meetings. An Annual Meeting shall be held in May of each year for the purpose of electing Governing Members, making and receiving reports on school affairs, and transacting other business as it comes before the meeting.
- Regular Meetings. Regular Meetings shall be held at various times within the year as the Governing Body determines, but under no circumstances be less than one per quarter. Quarters are defined as July – September, October – December, January – March, and April – June.
- Special Meetings. A Special Meeting shall be held at any time called by the Chair or by a majority of Governing Members.
- Except where otherwise required or permitted under applicable law, notices of Governing Body Meetings shall follow the requirements of the Nevada Open Meeting Law and be given as follows:
- Annual Meetings and Regular Meetings shall be held upon no fewer than three working days’ notice to the public,
- Emergency Meetings may be held only in situations where unforeseen circumstances arise which require immediate action, as defined by the Nevada Open Meeting Law. CAS LV must provide such notice as is reasonably possible under such circumstances.
- Waiver of Notice. Notice of a meeting need not be given to a Governing Member who signs a waiver of notice or written consent to holding the meeting or an approval of the minutes of the meeting, whether before or after the meeting, or attends the meeting without protest prior to the meeting or at its commencement, of the lack of notice. The Secretary shall incorporate all such waivers, consents and approvals into the minutes of the meeting.
- Agenda. An agenda must be produced for each regularly scheduled Board meeting in order to provide effective and efficient meeting practice. The agenda shall be prepared in accordance with NRS 241.020(2).
- Closed Sessions. Any Board member may call a Closed Session during any special or regular Board meeting for issues concerning personnel or other matters requiring confidentiality as approved by the Nevada Open Meeting Law or other applicable statutes or regulations. All persons except Board members may be excluded from such Closed Sessions at the discretion of the Chair. Following such meetings, an officer shall provide a general description of the matters discussed to be provided as the minutes of said Closed Session. No action may be taken in a Closed Session.
ARTICLE VI. ACTION BY THE GOVERNING BODY
- A quorum consists of a majority of the fixed number of Governing Body Members, then in office.
- Actions Taken at Governing Body Meetings. Except as otherwise provided by statute or by these Rules, the vote of a majority of the Board present at the time of the vote, if a quorum is present at such time, shall be the act of the Governing Body. If at any meeting of the Governing Body there shall be less than a quorum present, the Members present may adjourn the meeting until a quorum is obtained.
- Governing Body Meeting by Other Means. In all events, a quorum of Governing Members must be present to lawfully conduct a Governing Body Meeting of the Charter School. To the extent permitted by law, members participating by other means such as telephone conference call or video-conferencing may be counted toward achieving a quorum. Governing Members, who due to an unavoidable situation may not be available to physically attend a scheduled meeting of the Governing Body, may participate in a Governing Body meeting through the use of conference telephone, video conference, or similar communication equipment, so long as all Governing Members participating in such meeting can hear one another and the meeting is properly noticed, agendized, and the public is allowed to attend and to participate in public comment. Participation in a meeting pursuant to this section constitutes presence in person at such meeting.
- Appointment of Committees. The Governing Body may create committees for any purpose, and the President of the Governing Body shall appoint members to and designate the chairs of such committees. A Board Committee will consist of not fewer than two Governing Members, who shall serve at the pleasure of the President, except that any executive committee shall comprise not fewer than five Governing Members.
- Standing Committee. The Governing Body shall have a standing Finance Committee, chaired by the Treasurer. Additional members of the Finance Committee will be appointed by the President.
- Authority of Board Committees. The President may delegate to a Board committee any of the authority of the Board, except with respect to:
- The election of Members;
- Filling vacancies on the Governing Body or any committee which has the authority of the Governing Body;
- The fixing of Governing Member compensation for serving on the Board or on any committee;
- The approval of any self-dealing transaction, as defined by the Nevada law. v. The amendment or repeal of these Rules or the adoption of new Rules; and vi. The appointment of other committees of the Governing Body, or the members of the committees.
- Procedures of Committees. The Governing Body may prescribe the manner in which the proceedings of any Board Committee are to be conducted. In the absence of such prescription, a Board Committee may prescribe the manner of conducting its proceedings, except that the regular and special meetings of the Committee are governed by the provisions of these Rules and the Open Meetings Law with respect to the calling of meetings.
- Standard of Care
- Performance of Duties. Each Governing Member shall perform all duties of a Governing Member, including duties on any Governing Body Committee, in good faith, in a manner the Governing Member believes to be in the public charter school’s best interest and with such care, including reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances.
- Reliance on Others. In performing the duties of a Governing Member, a Governing Member shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, presented or prepared by:
- One or more officers or employees of the public charter school whom the Governing Member believes to be reliable and competent in the matters presented;
- Legal counsel, independent accountants or other persons as to matters that the Governing Member believes are within that person’s professional or expert competence; or
- A Governing Body Committee, on which the Governing Member does not serve, as to matters within its designated authority, provided the Governing Member believes the Committee merits confidence and the Governing Member acts in good faith, after reasonable inquiry when the need is indicated by the circumstances, and without knowledge that would cause such reliance to be unwarranted.
- Investments. In investing and dealing with all assets held by the public charter school for investment, the Governing Body shall exercise the standard of care described above and avoid speculation, looking instead to the permanent disposition of the funds, considering the probable income, as well as the probable safety of the public charter school ‘s capital. The Governing Body may delegate its investment powers to others, provided that those powers are exercised within the ultimate direction of the Governing Body. No investment violates this section where it conforms to provisions authorizing such investment contained in an instrument or agreement pursuant to which the assets were contributed to the public charter school.
- Rights of Inspection. Every Governing Member has the right to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the public charter school, provided that such inspection is conducted at a reasonable time after reasonable notice, and provided that such right of inspection and copying is subject to the obligation to maintain the confidentiality of the reviewed information, in addition to any obligations imposed by any applicable federal, state or local law. Rights of Inspection are extended to the school’s duly authorized sponsor and its representatives.
- Participation in Discussions and Voting. Every Governing Member has the right to participate in the discussion and vote on all issues before the Governing Body or any Governing Body Committee, except as noted below: A Governing Member shall be excused from the discussion and vote on any matter involving: (a) a conflict of interest, or (b) indemnification of that Governing Member.
- Duty to Maintain Governing Body Confidences. Every Governing Member has a duty to maintain the confidentiality of all Board actions, which are not required by law to be open to the public, including discussions and votes, which take place at any Executive Sessions of the Board. Any Member violating this confidence may be removed from the Governing Body.
- Strategic Liaison Group to the Governing Body.
- Creation; Aims. The Governing Body shall create an independent, volunteer Strategic Liaison Group, populated by school administrators, teachers, parents, students, and community members who express interest in participating. The purposes of the Strategic Liaison Group shall include, among other things: (i) assessing and monitoring the Governing Board’s composition (including for compliance with Nevada statutes and regulations); (ii) preparing and planning for Governing Board vacancies; (iii) recruitment and retention of Governing Board members (including identifying potential Board nominees); (iv) providing education and orientation (and handling transition issues) for new Governing Board members; (v) providing general, non-binding advice and information to the Governing Board; and (vi) such other related duties as the Governing Body President may from time to time delegate to the Group. Strategic Liaisons shall be encouraged to have a representative attend meetings of the Governing Board (and vice versa).
- Members. Given the purposes above, the school’s outreach shall target, in particular, persons who may wish to serve as future Governing Members. The school shall conduct outreach to solicit Strategic Liaisons, with the aim of having at least one Strategic Liaison per each school campus. The minimum and maximum number of Strategic Liaisons shall be two and fifteen, respectively. Once the maximum number is reached, from that point forward, Strategic Liaisons shall serve one year terms and hold annual elections (with each adult present at the annual meeting, including existing Strategic Liaisons, having fifteen votes each, to be allocated among candidate(s) as each voter desires). A maximum of two Governing Members may serve as Strategic Liaisons. A Strategic Liaison may resign or be replaced for cause by a majority vote of the Strategic Liaison Group. The Strategic Liaison Group shall have a chairperson appointed by the Governing Body President.
- Meetings; Voting. The Strategic Liaison Group shall hold meetings as often as desired by the Group, but no less than one meeting per school semester. A quorum for each meeting shall consist of at least two Strategic Liaisons. At each meeting at which a quorum is present, a majority vote constitutes the decision of the Group, with each attending Strategic Liaison having one vote (with the exception of elections, which are governed by Section (b)).
ARTICLE VII. OFFICERS
- The Officers of the Governing Body shall consist of a President, Vice President, a Secretary and a Treasurer. The Governing Body may also have such other officers as the Board deems advisable from time to time (and may appoint such officers without further amending these Rules of Governance).
- President. Subject to Governing Body control, the President oversees the Board with regards to the general supervision, direction and control of the affairs of the school, and such other powers and duties as the Board may prescribe. If present, the President shall preside at Board meetings and may be referred to as the Chairperson of the Board.
- Vice President. The Vice President shall have such powers and duties as the President or Governing Body may from time to time prescribe. At the request of the President, or in the event of his/her absence or inability to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of, and be subject to all restrictions upon, the President.
- Secretary. The Secretary shall: (a) keep or cause to be kept, at the Governing Body’s central administrative office, or such other place as the Board may direct, a book of minutes of all meetings of the Board and Board Committees, noting the time and place of the meeting, whether it was regular or special (and if special, how authorized), the notice given, the names of those present, and the proceedings; (b) keep or cause to be kept a copy of the School’s Charter and Rules of Governance, with amendments; (c) give or cause to be given notice of the Board and Committee meetings as required by the Rules; (d) organize the approval of the minutes from previous meeting’s minutes by the Board; and (e) have such other powers and perform such other duties as the Board may prescribe.
- Treasurer. The Treasurer shall: (a) Render or cause to be rendered to the President and the Board accurate and complete financial reports on a regular basis by working with the CFO and other school administrators; (b) prepare or cause to be prepared any reports on financial issues required by an agreement on loans; (c) Serve as Chairperson of the Finance Committee; and (d) Have such other powers and perform such other duties as the Board may prescribe.
- Election, Eligibility and Term of Office
- Election. The Governing Body shall elect the officers annually at the Annual Meeting or a Regular Meeting designated for that purpose or at a Special Meeting called for that purpose, except that officers elected to fill vacancies shall be elected as vacancies occur.
- Eligibility. A Governing Member may hold any number of offices, except that neither the Secretary nor Treasurer may serve concurrently as the Chair.
- Term of Office. Each officer serves at the pleasure of the Governing Body, holding office until resignation, removal or disqualification from service, or until his or her successor is elected.
- Removal and Resignation The Governing Body may remove any officer, either with or without cause, at any time. Any officer may resign at any time by giving written notice to the public charter school, the resignation taking effect on receipt of the notice or at a later date of specified in the notice.
ARTICLE VII. NON-LIABILITY OF GOVERNING MEMBERS
The Governing Members shall not be personally liable for the public charter school’s debts, liabilities or other obligations.
ARTICLE IX. INDEMNIFICATION OF SCHOOL AGENTS
The School may, to the fullest extent now or hereafter permitted by and in accordance with standards and procedures provided by NRS 41.032 and 41.0337 of Nevada law and any amendments thereto, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that he, was a Director, Officer, employee or agent of the School, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees, provided that the Board has determined that the person has acted in good faith and without willful misconduct or gross negligence for a purpose which he reasonably believed to be in the best interest of the School.
ARTICLE X. INSURANCE FOR SCHOOL AGENTS
The Governing Body may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any Governing Member, officer, employee or other agent of the public charter school, against any liability other than for violating provisions of law relating to self-dealing asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the public charter school would have the power to indemnify the agent against such liability or as otherwise approved by a majority of the Governing Board, acting in accordance with Nevada law.
ARTICLE XI. SELF-DEALING TRANSACTIONS
The Governing Body shall not engage in any self-dealing transactions. “Self-dealing transaction” means a transaction to which the School is a party in which one or more of the Governing Members has a material financial interest (“interested Governing Member(s)”). Notwithstanding this definition, the following transaction is not a selfdealing transaction, and is subject to the Governing Body’s general standard of care: A transaction which is part of a public or charitable program of the public charter school, if the transaction (a) is approved or authorized by the Governing Body in good faith and without unjustified favoritism, and (b) results in a benefit to one or more Governing Members or their families because they are in a class of persons intended to be benefited by the program;
ARTICLE XII. OTHER PROVISIONS
- Fiscal Year. The fiscal year of the School begins on July 1 of each year and ends on June 30 of the following year.
- Execution of Instruments. Except as otherwise provided in these Rules, the Governing Body may adopt a resolution authorizing any officer or agent of the School to enter into any contract or execute and deliver any instrument in the name of or on behalf of School. Such authority may be confined to specific instances. Unless so authorized, no officer, agent or employee shall have any power to bind the School by any contract or engagement, to pledge the public charter school’s credit, or to render it liable monetarily for any purpose or any amount.
- Checks and Notes.
- Except as otherwise specifically provided by Governing Body resolution or item 2 of this provision, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the public charter school may be signed by the Governing Body President or Executive Director.
- Distribution of funds from grants and gifts. Orders for the payment of money and other evidence of indebtedness for expenses related to special projects of the school may be signed by the Governing Body President or Executive Director.
- Such items for amounts of $10,000 or greater must be signed by the Governing Body President or Executive Director.
- Construction and Definitions. Unless the context otherwise requires, the general provisions, rules of construction, and definitions contained in the Nevada Public Charter School Law and the Nevada Open Meeting Law shall govern the construction of these Rules. Without limiting the generality of the foregoing, words in these Rules shall be read as the masculine or feminine gender, and as the singular or plural, as the context requires, and the word “person” includes both a public charter school and a natural person. The captions and headings in these Rules are for convenience of reference only not intended to limit or define the scope or effect of any provisions.
- Interpretation of Charter. Whenever any provisions of these Rules are in conflict with the provisions of the Charter, the provisions of the Charter control.
ARTICLE XIII. AMENDMENT
A majority of the Governing Members may adopt, amend or repeal these Rules, provided that such adoption, amendment or repeal is approved by the School’s sponsor before it is enacted.