ࡱ> mpla STbjbj CthGbhGbKhh  80!T!, <!!:!!!""";;;;;;;$=@*; &""&&; !!;'''&. ! !;'&;''708!@&j8k;;0<8@.'.@(8@ 8p"#'$S%C""";;\'."""<&&&&@"""""""""hB :  RESTATED BYLAWS OF ________________________[PUBLIC SCHOOL ACADEMY] ARTICLE I NAME This organization shall be called ________________________________ [Public School Academy] (the Academy or Corporation). ARTICLE II FORM OF CORPORATION The Academy is a governmental entity, organized as a non-profit, non-stock, directorship corporation. ARTICLE III OFFICES Section 1. Principal Office. The principal office of the Corporation shall be located in the City of ______________, County of _______________________, State of Michigan. Section 2. Registered Office. The registered office of the Corporation may be the same as the principal office of the Corporation, but in any event must be located in the State of Michigan, and be the business office of the resident agent, as required by the Michigan Nonprofit Corporation Act. Changes in the resident agent and registered address of the Academy must be filed with the Michigan Department of Licensing and Regulatory Affairs, Commercial Services and reported to the Charter Schools Office. ARTICLE IV BOARD OF DIRECTORS Section 1. General Powers. The business, property and affairs of the Corporation shall be managed by the Academy Board of Directors (Academy Board). The Academy Board may exercise any and all of the powers granted to it under the Michigan Non-Profit Corporation Act or pursuant to Part 6A of the Revised School Code (Code). The Academy Board may delegate such powers to the officers and committees of the Academy Board as it deems necessary, so long as such delegation is consistent with the Articles, these Bylaws, the Contract and Applicable Law. Section 2. University Board Resolution Establishing Method of Selection, Length of Term and Number of Academy Board Members. The method of selection and appointment, length of term, number of directors, oath of public office requirements, tenure, removal, resignation, compensation and prerequisite qualifications for members of the Academy Board shall comply with the resolution adopted by the Board of Trustees (the University Board). ARTICLE V MEETINGS Section 1. Annual and Regular Meetings. The Academy Board shall hold an annual meeting each year, as well as monthly meetings thereafter. The Academy Board shall provide, by resolution, the time and place, within the State of Michigan, for the holding of regular monthly meetings. The Academy Board shall provide notice of the annual and all regular monthly and special meetings to the Charter Schools Office and as required by the Open Meetings Act. Section 2. Special Meetings. Special meetings of the Academy Board may be called by or at the request of the Academy Board President or any Director. The person or persons authorized to call special meetings of the Academy Board may fix the place within the State of Michigan for holding any special meeting of the Academy Board called by them, and, if no other place is fixed, the place of meeting shall be the principal business office of the Corporation in the State of Michigan. The Corporation shall provide notice of all special meetings to the Charter Schools Office and as required by the Open Meetings Act. Section 3. Quorum. In order to legally transact business, the Academy Board shall have a quorum physically present at a duly called meeting of the Academy Board. A quorum shall be defined as follows: # of Academy Board positions # required for Quorum Five (5) Three (3) Seven (7) Four (4) Nine (9) Five (5) Section 4. Manner of Acting. The Academy Board shall be considered to have acted, when a duly called meeting of the Academy Board has a quorum present and the number of Academy Board members voting in favor of an action is as follows: # of Academy Board positions # for Quorum # required to act Five (5) Three (3) Three (3) Seven (7) Four (4) Four (4) Nine (9) Five (5) Five (5) Section 5. Open Meetings Act. All meetings and committee meetings of the Academy Board shall at all times be in compliance with the Open Meetings Act. Section 6. Notice to Directors. The Academy Board shall provide notice of any meeting to each Director stating the time and place of the meeting, with the delivery of such notice personally, by mail, facsimile or electronic mail to each Director at the Directors personal address or electronic mail address. Any Director may waive notice of any meeting by written statement sent by the Director to the Academy Board Secretary before or after the holding of the meeting. A Directors attendance at a meeting constitutes a waiver of the notice of the meeting required under this Section. Section 7. Votes By Directors. The Academy Board meeting minutes shall reflect the vote, whether in favor, in opposition or in abstention, of each Director present at the meeting. ARTICLE VI COMMITTEES Section 1. Committees. The Academy Board, by resolution, may designate one or more committees, each committee to consist of one or more Directors selected by the Academy Board. As provided in the resolution as initially adopted, and as thereafter supplemented or amended by further resolution, the committees shall have such powers as delegated by the Academy Board, except (i) filling of vacancies on the Academy Board or in the offices of the Academy Board or committees created pursuant to this Section; (ii) amendments to the Articles of Incorporation or Bylaws; or (iii) any action the Academy Board cannot lawfully delegate under the Articles, the Contract, the Bylaws or Applicable Law. All committee meetings shall at all times be in compliance with the Open Meetings Act. Each committee shall fix its own rules governing the conduct of its activities and shall make such reports to the Academy Board of its activities as the Academy Board may request. ARTICLE Vii OFFICERS OF THE BOARD Section l. Number. The officers of the Corporation shall be a President, VicePresident, Secretary, Treasurer, and such Assistant Treasurers and Assistant Secretaries or other officers as may be selected by the Academy Board. Section 2. Election and Term of Office. The Academy Board shall elect its initial officers at its first duly noticed meeting. Thereafter, officers shall be elected annually by the Academy Board at the Corporations annual meeting. If the election of officers is not held at that meeting, the election shall be held as soon thereafter as may be convenient. Each officer shall hold office while qualified or until the officer resigns or is removed in the manner provided in Section 3. Section 3. Removal. Any officer or agent elected or appointed by the Academy Board may be removed by a majority vote by the Academy Board whenever in its judgment the best interests of the Corporation would be served thereby. Section 4. Vacancies. A vacancy in any office shall be filled by appointment by the Academy Board for the unexpired portion of the term of the vacating officer. Section 5. President. The President of the Corporation shall be a member of the Academy Board. The President of the Corporation shall preside at all meetings of the Academy Board. If there is not a President, or if the President is absent, then the VicePresident shall preside. If the VicePresident is absent, then a temporary chair, chosen by the members of the Academy Board attending the meeting shall preside. The President shall be an ex officio member of any standing committees and when designated by the Academy Board, Chairperson of any standing committee established by the Academy Board. The President shall, in general, perform all duties incident to the office of President of the Academy Board as may be prescribed by the Academy Board from time to time. Section 6. VicePresident. The Vice-President of the Corporation shall be a member of the Academy Board. In the absence of the President or in the event of the Presidents death, inability or refusal to act, the VicePresident shall perform the duties of President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The VicePresident shall perform such other duties as from time to time may be assigned to the VicePresident by the President or by the Academy Board. Section 7. Secretary. The Secretary of the Corporation shall be a member of the Academy Board. The Secretary shall: (a) keep the minutes of the Academy Board meetings in one or more books provided for that purpose; (b) see that all notices, including those notices required under the Open Meetings Act, are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all authorized documents; (d) keep a register of the post office address of each Director; and (e) perform all duties incident to the office of Secretary and other duties assigned by the President or the Academy Board. Section 8. Treasurer. The Treasurer of the Corporation shall be a member of the Academy Board. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) keep accurate books and records of corporate receipts and disbursements; (c) deposit all moneys and securities received by the Corporation in such banks, trust companies or other depositories as shall be selected by the Academy Board; (d) complete all required corporate filings; (e) assure that the responsibilities of the fiscal agent of the Corporation are properly carried out; and (f) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Academy Board. Section 9. Assistants and Acting Officers. The Assistants to the officers, if any, selected by the Academy Board, shall perform such duties and have such authority as shall from time to time be delegated or assigned to them by the Secretary or Treasurer or by the Academy Board. The Academy Board shall have the power to appoint any person to perform the duties of an officer whenever for any reason it is impractical for such officer to act personally. Such acting officer so appointed shall have the powers of and be subject to all the restrictions upon the officer to whose office the acting officer is so appointed except as the Academy Board may by resolution otherwise determine. Section 10. Salaries. Officers of the Academy Board, as Directors of the Corporation, shall not be compensated for their services. By resolution of the Academy Board, Directors and officers of the Corporation may be reimbursed for reasonable expenses incident to their duties. Section 11. Filling More Than One Office. Subject to the statute concerning the Incompatible Public Offices, Act No. 566 of the Public Acts of 1978, being Sections 15.181 to 15.185 of the Michigan Compiled Laws, any two offices of the Corporation except those of President and VicePresident may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity. ARTICLE VIII CONTRACTS, LOANS, CHECKS AND DEPOSITS; SPECIAL CORPORATE ACTS Section 1. Contracts. The Academy Board may authorize any officer(s), assistant(s) or acting officer(s), to enter into any contract, to execute and deliver any instrument, or to acknowledge any instrument required by law to be acknowledged in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances, but the appointment of any person other than an officer to acknowledge an instrument required by law to be acknowledged should be made by instrument in writing. When the Academy Board authorizes the execution of a contract or of any other instrument in the name of and on behalf of the Corporation, without specifying the executing officers, the President or VicePresident, and the Secretary or Treasurer may execute the same and may affix the corporate seal thereto. No contract entered into, by or on behalf of the Academy Board, shall in any way bind or impose any liability , the University Board, its trustees, officers, employees or agents. Section 2. Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Academy Board. Such authority may be general or confined to specific instances. No loan, advance, overdraft or withdrawal by an officer or Director of the Corporation, other than in the ordinary and usual course of the business of the Corporation, shall be made or permitted. No loan entered into, by or on behalf of the Academy Board, shall in any way be considered a debt or obligation of or impose any liability on , the University Board, its trustees, officers, employees or agents. To avoid creating or perpetuating circumstances in which the possibility of favoritism, conflicts of interest, or impairment of efficient operations may occur, the Corporation will not issue a debt instrument (e.g. loan agreement, promissory note, mortgage, line of credit, etc.) to any person employed by the Corporation or any person who serves on the Academy Board. This prohibition also applies to the issuance of a debt instrument to an entity owned or closely related to any Corporation employee or Academy Board member. Section 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 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 Academy Board. Section 4. Deposits. Consistent with section 1221 of the Code, the Treasurer of the Academy shall deposit the funds of the Academy in a financial institution or in a joint investment authorized by the Code. All additional funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Academy Board may select, provided that such financial institution is eligible to be a depository of surplus funds under Section 6 of Act No. 105 of the Public Acts of 1855, as amended, being MCL 21.146 of the Michigan Compiled Laws. Section 5. Voting of Securities Owned by this Corporation. Subject always to the specific directions of the Academy Board, any shares or other securities issued by any other Corporation and owned or controlled by this Corporation may be voted at any meeting of security holders of such other Corporation by the President of this Corporation or by proxy appointed by the President, or in the absence of the President and the Presidents proxy, by the Secretary or Treasurer of this Corporation or by proxy appointed by the Secretary or Treasurer. Such proxy or consent with respect to any shares or other securities issued by any other corporation and owned by this corporation shall be executed in the name of this Corporation by the President, the Secretary or the Treasurer of this Corporation without necessity of any authorization by the Academy Board, affixation of corporate seal or countersignature or attestation by another officer. Any person or persons designated in the manner above stated as the proxy or proxies of this Corporation shall have full right, power and authority to vote the shares or other securities issued by such other corporation and owned by this Corporation the same as such shares or other securities might be voted by this Corporation. This section shall in no way be interpreted to permit the Corporation to invest any of its surplus funds in any shares or other securities issued by any other corporation. This section is intended to apply, however, to all gifts, bequests or other transfers of shares or other securities issued by any other corporation which are received by the Corporation. Section 6. Contracts Between Corporation and Related Persons; Persons Ineligible to Serve as Directors. Pursuant to the Code, each Director, officer or employee of the Academy shall comply with the Incompatible Public Office statute, Act No. 566 of the Public Acts of 1978, being sections 15.181 to 15.185 of the Michigan Compiled Laws, and the Contracts of Public Servants with Public Entities, Act No. 317 of the Public Acts of 1968, being sections 15.321 to 15.330 of the Michigan Compiled Laws. The Academy Board shall ensure compliance with the Contract and Applicable Law relating to conflicts of interest. ARTICLE IX INDEMNIFICATION Each person who is or was a Director, officer or member of a committee of the Corporation and each person who serves or has served at the request of the Corporation as a Director, officer, employee or agent of any other corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by the Corporation to the fullest extent permitted by the corporation laws of the State of Michigan as they may be in effect from time to time. The Corporation may purchase and maintain insurance on behalf of any such person against any liability asserted against and incurred by such person in any such capacity or arising out of his status as such, whether or not the Corporation would have power to indemnify such person against such liability under the preceding sentence. The Corporation may, to the extent authorized from time to time by the Academy Board, grant rights to indemnification to any employee or agent of the Corporation to the fullest extent provided under the laws of the State of Michigan as they may be in effect from time to time. ARTICLE X FISCAL YEAR The fiscal year of the Corporation shall begin on the first day of July in each year. ARTICLE XI AMENDMENTS These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by obtaining (a) the affirmative vote of a majority of the Academy Board at any regular or special meeting of the Academy Board, if a notice setting forth the terms of the proposal has been given in accordance with the notice requirements for such meetings, and (b) the written approval of the changes or amendments by the University President or his designee. In the event that a proposed change is not accepted by the University President or his designee, the University Board shall consider and vote upon a change proposed by the Corporation following an opportunity for a written and oral presentation to the University Board by the Corporation. Amendments to these Bylaws take effect only after they have been approved by both the Corporations Academy Board and by the University Board or its designee. ARTICLE XI CONTRACT DEFINITIONS The definitions set forth in the Terms and Conditions incorporated as part of the Contract shall have the same meaning in these Bylaws. CERTIFICATION The Academy Board certifies that these Bylaws were adopted as and for the Bylaws of a Michigan corporation in an open and public meeting, by [unanimous] consent of the Academy Board on the ____ day of _____________, 2021. ____________________________________ Secretary     PAGE  PAGE 2  DOCPROPERTY "DocID" \* MERGEFORMAT 4837-5690-0144.1 ID\HANSELMAN, JASON - 076439\000036  DTv u     " 3 S ^ > ? @ 뮧룧뇀y hlhZi hlh hlhef hlhA hlhY_8 hlhm\hj# hlhr hlhiq2 hlhCphlh_o>* hlh*. hlh:C hlhkL hlh hlh"}hl hlh_o hlh; hlh /EOTV b j    3 _6@IzgdZi" $7$8$H$a$gd;"gd;"$a$gd; $*$a$gdCm $ ,Ha$gd     > L y ^jt",56ITov$%RZ뻳䥞듌 hlhsZ hlh hlh?C$hj# hlh^% hlh- hlhnhlhZi>* hj#>* hlh hlh hlhA hlhCphlh_o>* hlhZi hlh_o hlhef hlh4Ziw*ER}LY29OTzHdfg|}~ֱָָָ֦֦֦֦֦֟ hlhDhD hDhD hlhsZhlhi4$>* hlhCphlh_o>* hlh%l hlhi4$ hlhKxP hlhA hlh?C$ hlhZi hlh_o>zFH}5TU~~~|"$ 1$`a$gdD$ p 1$`a$gdD$ T1$`a$gdD$ T1$`a$gdD$ 1$`a$gdD$ p x1$`a$gdi4$hq  "#+,56?@IJTU]^`q :;CDFX[ŽŶԠԙ hlhkhlhk>* hlh]. hlh\ hlh>thlhA>* hlhAhlh_o>* hlh_ohj#hD hlhsZhlhi4$>* hlhi4$ hlh%l9U;!"<#E&V(>+Q.12333428={>@ $`a$gdUgd%l""/.    \ e !!!""-"4"<"u"""""""#:#G#P#h#s#######$$%%,%R%]%% hlhQ hlh2* hlh_o hlh%l hlhCpN%%&$&,&P&^&{&&&&G(T(a(j((((((( *+*I*T*/+7+J+S+k+v+++ ,,,,,-u--B.O.\.z...Z/g/n/{/0011)111=1L1W1^11112%2A2333344"4/4I4W4o45'56#6 hlh hlh hlh.|v hlhCphlh_o>* hlhXR hlh_oQ#666s777777778 88=8B8s8~8889999):6:o::::::::: ;;;;B<M<N<n<v<<<<==='=:===>>l>y>>>>L?P?g?h?s??? @@@@ hlh5qc hlh6 hlhU hlhN hj#hj#hlh_o>* hlhChj# hlhXR hlhCp hlh_oG@@@A0AdAqAAAAAB'BABLBBB1C5CtCCCC DDCDPDEEEEEE+F6FLGWGdGGGGHHLIIIIIIII*J5JuJJJJK#KKKLLLL7M?MMMNNNNƿ hlh hlhdOhlh%>* hlh hlhCp hlh5qchlh_o>* hlh_o hlh6 hlh%H@YGIIIINNNqN|NNR R!RRRRSSSSSSS $*$a$gd|xg$*$a$gdCp$7$8$H$`a$gd "NN2N=NpNyN{NOOHOUOOOP#P-P=PoP{PPPPPPPP>  Heading 4 @&\aJ@@  Heading 5 @& \]aJ>>  Heading 6 @&\aJ66  Heading 7 @&::  Heading 8 @&]> >  Heading 9 @&^JaJDA`D Default Paragraph FontRiR  Table Normal4 l4a (k (No List TM@T Body Text First Indent`DTD Block Text]^2B@2 Body TextD>@D Title$$@&a$ 5;\aJ d2d Body Text First Indent Doubled`HCBH Body Text Indent^<R< Right Flush $a$>@b> Signature$^0r0 Table Body<J< Subtitle $@&5;BB Subtitle2$$a$5>*<< Title2$$a$;>*TT Block Text Doubled]^>0> List Bullet  & F TT  Footnote Textd1$`CJaJ66 Body Text NSAXX Body Text First Indent NSA `LL Body Text Double J $da$nn Body Text First Indent Double J!$d`a$^O"^ Body Text First Indent J"$`a$d2d Body Text First Indent NSA J#$`a$<B< Body Text J $$a$BRB Body Text Double%d@b@ Body Text NSA J&$a$4 @r4 Footer ' $@& @ Footnote ReferenceH*(@( Header)JJ Sato Label * /5;CJOJQJ&& ParaNum.)@. Page NumberB' B Comment ReferenceCJaJ<< 1 Comment Text.CJaJHH _o Balloon Text/CJOJQJ^JaJ@j@ 1Comment Subject05\:: .1Comment Text Char@!@ 01Comment Subject CharHo1H UDocID%56<>*B*CJOJQJ^JphPK![Content_Types].xmlN0EH-J@%ǎǢ|ș$زULTB l,3;rØJB+$G]7O٭Vc:E3v@P~Ds |w< SLt  Z%#6@NSST+-.0234579zU@SST,/168#%(M!!U8@0(  B S  ?456789:;<=>?@ABCDEFG  - -  @@@EEKKTL     5 5 $ @@@EEKKTL  =*urn:schemas-microsoft-com:office:smarttags PlaceType9*urn:schemas-microsoft-com:office:smarttagsplace9*urn:schemas-microsoft-com:office:smarttagsState KKKKKKTL,.LNn?u?KKKKKKKKKQLTL333KKKKKKTLKKKKKKTLF:xД&6@4pB7 J& _ztsvڸ(S@?x,hh^h`OJQJo(hH 0^`0o(hH. ^`hH.  L ^ `LhH.   ^ `hH. xx^x`hH. HLH^H`LhH. ^`hH. ^`hH. L^`LhH.0^`0OJQJo(hH^`OJQJo(hHopp^p`OJQJo(hH@ @ ^@ `OJQJo(hH^`OJQJo(hHo^`OJQJo(hH^`OJQJo(hH^`OJQJo(hHoPP^P`OJQJo(hH 0^`0o(hH. ^`hH.  L ^ `LhH.   ^ `hH. xx^x`hH. HLH^H`LhH. ^`hH. ^`hH. L^`LhH. 0^`0o(hH. ^`hH.  L ^ `LhH.   ^ `hH. xx^x`hH. HLH^H`LhH. ^`hH. ^`hH. L^`LhH. 0^`0o(hH. ^`hH.  L ^ `LhH.   ^ `hH. xx^x`hH. HLH^H`LhH. ^`hH. ^`hH. L^`LhH.8^`OJQJo(hH^`OJQJo(hHopp^p`OJQJo(hH@ @ ^@ `OJQJo(hH^`OJQJo(hHo^`OJQJo(hH^`OJQJo(hH^`OJQJo(hHoPP^P`OJQJo(hH@?x6@6@6@6@7 J& _sv:x-aL\:C%lx #   XR ~D#?UWt@/+ 6_ f*#j#i4$?C$%#%p2&6\-].*.Ym/dK2iq23Y_8;?=?2tKK@SL@UnknownG.[x Times New Roman5Symbol3. .[x ArialQTimes New Roman Bold5. .[`)Tahoma?= .Cx Courier New;WingdingsA$BCambria Math"1 hSGSGO y@&O y@&!x4KK2P8_o6!xx (       Oh+'0t  $ 0 < HT\dlNormal1Microsoft Office Word@@@@O y@ ՜.+,D՜.+,h$  &K  Title| 2:DocID84837-5690-0144.1 ID\HANSELMAN, JASON - 076439\000036  !"#$%&'()*+,-./0123456789:<=>?@ABCDEFGHIJKLMNOPQRSTUVWXYZ[]^_`abcefghijknorRoot Entry FPbq@1Table;AWordDocument CtSummaryInformation(\DocumentSummaryInformation8dMsoDataStore@@5WDQKXUFNA45Q==2@@Item PropertiesUCompObj r   F Microsoft Word 97-2003 Document MSWordDocWord.Document.89q