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HomeMy WebLinkAboutSP201800021 Ownership Documents Special Use Permit 2018-12-18t x v STATE CORPORATION COMMISSION August 10, 1982 t 5,f /5Z� 4.: s e! � 7 1 � C 4 4 e"I 4 e, , , -�4 /,/": " � � , , /' / Crossroads Waldorf School, Inc. Zetew 46 GQO�GGGL GZ%'ZC� i 2GG¢LGL L9'L G�LC� CG d� GC' 4o1'� GG e',e all. /2G LSU Inelee- e�e �� G 'a, ' 4;xe,�-2eaa. ��cLLe C�� a.Gran CZQ d 138,.f N'. �fafr CZ. rparnfiri c C axrrzn Yaxt G CE1> TTIFICATE 01F T qCT I Certify the Eor(owing from the Records of the Commission: Charlottesville Waldorf Foundation, a corporation incorporated under the laws of Virginia, merged into Charlottesville Waldorf School, Inc., a corporation incorporated under the laws of Virginia, pursuant to a certificate of merger issued by the Commission effective as of June 29, 2012. Nothing more is hereby certified. RECORDED IN CLERKS OFFICE OF ALBEMARLE COUNTY ON July 18,2012 AT 3:51:26 PM 50.00 GRANTOR TAX PD AS REQUIRED Y VA CODE §551.W2 STATE: S 00 LOCAL: $0.00 ALM( LE COUNTY, VA fl ' IPP cow SignedandSeakedat Richmondon this Date: Q°PAT1O^+ ,lady 2, 2012 W U� H N ink CCerk 0 msion071e!1,91f Peci ' 3 •+ 1803 CIS0505 BYLAWS OF THE CHARLOTTESVILLE WALDORF SCHOOL, INC. A VIRGINIA NONSTOCK CORPORATION (THE "CORPORATION") AMENDED MAY 13 2008 ARTICLE I BOARD OF TRUSTEES General The Corporation shall have a Board of Trustees (individually, a "Trustee," collectively, the Powers "Board"). All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation managed under the direction of, its Board, subject to any limitation set forth in the Articles of Incorporation. The Board of Trustees shall have sole responsibility for hiring, evaluating, and firing the School Administrator. The School Administrator shall have sole responsibility for hiring, evaluating, and firing all other administrative staff members, with the advice and consent of the Board. Number The number of Trustees of the Corporation shall be not less than four (4) or more than twelve (12). The number of trustees shall be fixed from time to time by resolution of the Board. Composition At all times, no less than one (I ) Trustees serving on the Board shall be teaching members of the Corporation's College of Teachers, as defined in Article 7 of these Bylaws. No more than four (4) Trustees shall be faculty or staff of the Corporation. Immediate family members of staff of Crossroads Waldorf School ("CWS") (such as faculty, administrators, and other staff) are not eligible for election to the Board. Election and The Board shall appoint a Board Membership Committee (the "Membership Committee") prior Term to December 30 of the year preceding the annual meeting. The Board shall consider recommendations from the Chair of the College of Teachers, defined in Article 7 herein, and the President of the Parent Association Executive Council ("PAEC") when appointing members to the Membership Committee. The Membership Committee shall be composed of a Board member, a faculty member, and a parent of a child currently attending CWS. The Membership Committee shall solicit recommendations for Board candidates, which may include current Board members whose term of office will end at the conclusion of the election. The Membership Committee will meet to review proposed candidates, and will then present proposed candidates for discussion at a regularly scheduled Board meeting prior to the annual meeting. The Membership Committee will then assemble a formal list of candidates for Board election. The Board member serving on the Membership Committee shall chair the meetings of the Membership Committee. Despite the expiration of a Trustee's term, such Trustee shall continue to serve until his or her successor is elected and qualifies or until his or her position is eliminated by a decrease in the number of trustees. A decrease in the number of Trustees shall not shorten an incumbent Trustee's term and if the decreased number of trustees is less than the number of Trustees in office, the change in the number of Trustees will not be effective until the next Board meeting at which Trustees are elected. No individual shall be named or elected as a Trustee without his or her prior consent. Removal The Board may remove any Trustee, with or without cause, but only at a meeting called for that purpose and the notice of the meeting must state that the purpose, or one of the purposes, of the meeting is the removal of the Trustee. The removal of a Trustee shall be effective only if the number of votes cast in person and not by proxy to remove him or her constitutes a majority of the votes entitled to be cast at an election of trustees by which such Trustee was elected. Voting for removal shall be by secret ballot. Charlottesville Waldorf School Supplement to SUP Application Page xv Resignation A Trustee may resign at any time by delivering a written resignation to either the Chair or the Secretary. A resignation will be deemed effective upon receipt unless the resignation provides otherwise. Acceptance of the resignation is not necessary for it to be effective. Vacancies A vacancy on the Board, including a vacancy resulting from the removal of a Trustee or an increase in the number of trustees shall be filled by the affirmative vote of a majority of the Board at a meeting at which a quorum is present. A Trustee elected to fill a vacancy shall serve the remainder of the departing Trustees term. In the case of a resignation that will become effective at a specified later date, a vacancy may be filled before it occurs but the new trustee may not take office until the vacancy occurs. The Membership Committee shall select candidates for election to vacant positions. Meetings of The annual meeting of the Board shall be held on the fourth Tuesday in March of each year. the Board The Board shall meet monthly and such meetings shall be considered regular meetings. Regular meetings shall be held at such times and at such places as the Board shall designate from time to time. If no place is designated, regular meetings shall be held at the principal office of the Corporation. Special meetings of the Board may be called by the Chair or any two (2) Trustees. Special meetings shall be held at such times and at such places, within the Commonwealth of Virginia, as the person or persons calling the meetings shall designate. If no such place is designated in the notice of meeting, it shall be held at the principal office of the Corporation. Notice No notice need be given of regular meetings or the annual meeting of the Board. Notice of special meetings of the Board shall be given to each Trustee in person or delivered to his or her residence or business address (or such other place as he or she may have directed in writing) not less than forty-eight (48) hours before the meeting by mail, messenger, telecopy, telegraph, or other means of written communication or by telephoning such notice to him or her. Any such notice shall set forth the time and place of the meeting and state the purpose for which it is called. Waiver of A Trustee may waive any notice required by law, the Articles of Incorporation, or these Bylaws Notice before or after the date and time stated in the notice, and such waiver shall be equivalent to the giving of such notice. Except as provided below, the waiver shall be in writing, signed by the trustee entitled to the notice and filed with the minutes or corporate records. A trustee's attendance at or participation in a meeting (i) waives objection to lack of notice or defective notice of the meeting, unless the Trustee at the beginning of the meeting objects to holding the meeting or transacting business at the meeting, and (ii) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the Trustee objects to considering the matter when it is presented. Quorum Trustees holding at least sixty-six percent (66%) of the votes entitled to be cast represented in person shall constitute a quorum. Once a Trustee is represented for any purpose at a meeting, he or she is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting. The vote of a majority of the votes entitled to be cast by the Trustees present at a meeting in which a quorum is present shall be necessary for the adoption of any matter voted upon by the Trustees. Less than a quorum may adjourn a meeting. 2 Charlottesville Waldorf School Supplement to SUP Application Voting Each Trustee shall be entitled to one vote on each matter presented to the Board for a vote. If a quorum is present when a vote is taken, the unanimous vote of the Trustees present is the act of the Board, unless, after two meetings of the Board, unanimity is unattainable, in which case, the affirmative vote of a majority of the Trustees present shall be the act of the Board. In the event of a tie vote, the Board Chair shall be entitled to determine the majority with an additional vote. A Trustee who is present at a meeting of the Board or a committee of the Board when Board action is taken is deemed to have assented to the action taken unless (i) he or she objects at the beginning of the meeting, or promptly upon his or her arrival, to holding it or transacting specified business at the meeting; or (ii) he or she votes against, or abstains from, the action taken. Telephonic The Board may permit any or all Trustees to participate in a regular or special meeting by, or Meetings conduct the meeting through the use of, any means of communication by which all Trustees participating may simultaneously hear each other during the meeting. A Trustee participating in a meeting by this means is deemed to be present in person at the meeting. Action Action required or permitted to be taken at a meeting of the Board may be taken without a Without meeting if the action is taken by all members of the Board. The action shall be evidenced by Meeting one or more written consents stating the action taken, signed by each Trustee either before or after the action taken, and included in the minutes or filed with the corporate records reflecting the action taken. Action taken by written consent becomes effective when the last Trustee signs the consent unless the consent specifies a different effective date, in which event the action taken is effective as of the date specified therein provided the consent states the date of execution by each Trustee. Annual There shall be at least one annual meeting of the Board, faculty, and representatives of the Meeting of PAEC. The time, date, location and agenda of the meeting shall be decided by the Leadership Board, Council, which shall be composed of CWS' Administrator, the College Chair, the Board Chair, Faculty, and and the PAEC President, or their designees. PAEC Compensation No Trustee shall be entitled to any compensation for his or her services as a Trustee other than a nominal fee, if any, for attendance at meetings of the Board of Trustees. Any trustee may be employed by the Corporation in a capacity or capacities other than as trustee and may be compensated by the Corporation for such service as directed by the Board of Trustees. ARTICLE 3 BOARD COMMITTEES Committees The Board may create one or more committees and appoint members of the Board or other persons to serve on them. Each committee shall have two or more members who serve at the pleasure of the Board. The creation of a committee and appointment of members to it shall be approved by a majority of Trustees in office when the action is taken. Authority of To the extent specified by the Board, each committee may exercise the authority of the Board, Committees except that a committee may not (i) approve or recommend to the Board action that is required by law to be approved by the Board; (ii) fill vacancies on the Board or on any of its committees; (iii) amend the Articles of incorporation; (iv) adopt, amend, or repeal these Bylaws; or (v) approve a plan of merger not requiring Board approval. The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a Trustee with the standards of conduct required of a Trustee. Committee The provisions of these Bylaws which govern meetings, action without meetings, notice and Meetings; waiver of notice, and quorum and voting requirements of the Board shall apply to committees Miscellaneous of Trustees and their members as well. Charlottesville Waldorf School Supplement to SUP Application ARTICLE 4 BOARD OFFICERS Executive The Board shall annually appoint an Executive Committee which shall consist of three (3) Committee of Board members, one of whom must be the Board Chair. The Executive Committee shall the Board determine, on a case-by-case basis, whether contract obligations of certain families owed to the Corporation will be released. At each regular meeting of the Board, the Executive Committee shall report its decisions regarding these contracts to the Board. Decisions of the Executive Committee are considered to be decisions of the Board. Officers Officers of the Corporation shall be elected by a majority of Trustees immediately following the Board election at the annual meeting, and may be elected at such other time or times as the Board shall determine. The officers of the Corporation shall be a Chairperson of the Board, who shall be a Trustee (the "Chair"), a Vice -Chairperson of the Board, who shall be a Trustee (the "Vice -Chair"), a Secretary and a Treasurer. Resignation Any Officer may resign at any time by delivering a written resignation to the Chair or Secretary. A resignation shall be deemed effective upon receipt unless the resignation provides otherwise. Removal The Board may remove any Officer, with or without cause, but only at a meeting called for that purpose and the notice of meeting must state that the purpose, or one of the purposes, of the meeting is the removal of the Officer. Voting for removal shall be by secret ballot. Duties of the The Chair shall be the chief executive officer of the Corporation and shall have general charge Chair of and be charged with the duty of supervision of the business of the Corporation. In addition, the Chair shall perform such duties as generally pertain to that position or as may, from time to time, be assigned to him or her by the Board. The Chair shall serve as chairperson of all meetings of the Board. The Chair shall actively manage the affairs of the Board and shall see that all resolutions of the Board are carried into effect, subject to the right of the Board to delegate any specific powers to any officer. The Chair shall be an ex officio member of all committees of the Board, unless provided otherwise in these bylaws. Duties of the The Secretary shall have the duty to see that a record of the proceedings of each meeting of the Secretary Board and any committee of the Board is properly recorded and that notices of all such meetings are duly given in accordance with the provisions of these Bylaws or as required by law and, in general, shall perform all duties incident to the office of secretary of a corporation, and such other duties as, from time to time, may be assigned to him or her by the Chair or the Board or as may be required by law. The Secretary shall be responsible for authenticating records of the Corporation. Duties of the The Treasurer shall have charge of and be responsible for all securities, funds, receipts and Treasurer disbursements of the Corporation and shall deposit or cause to be deposited, in the name of the Corporation, all monies or valuable effects in such banks, trust companies or other depositories as shall, from time to time, be selected by or under authority granted by the Board; shall be custodian of the financial records of the Corporation; shall keep or cause to be kept full and accurate records of all receipts and disbursements of the Corporation and shall render to the Chair or the Board, whenever requested, an account of the financial condition of the Corporation; and, shall perform such duties as may be assigned to him or her by the Chair or the Board. C! Charlottesville Waldorf School Supplement to SUP Application Duties of the The Vice -Chair shall carry out all responsibilities of the Chair in the event of the Chair's Vice -Chair absence or incapacity and shall perform such duties as may be assigned to him or her by the Chair or the Board. ARTICLE 5 ADMINISTRATION Records The Corporation shall keep such Corporate records as are required by law, including but not limited to, minutes of all meetings of the Board, a record of all actions taken by the Board without a meeting, a record of all actions taken by a committee of the Board on behalf of the Board, appropriate accounting records, and a list of the names and addresses of all Trustees. Fiscal Year The fiscal year of the Corporation shall run from July I to June 30 of each year. Independent The financial records of the Corporation shall be audited from time to time by an independent Audit certified public accountant as required by the Board. A report of any such audit shall be made directly to the Board. Deposit of All funds of the Corporation which are not otherwise employed shall be deposited in such Funds banks, trust companies, investments or other reliable depositories as the Board may direct. Checks All checks, drafts, endorsements, notes or other evidence of indebtedness of the Corporation and all endorsements for deposit to the accounts of the Corporation shall be signed by such Officers and in such manner as the Board may direct. Loans The Corporation shall not accept any loan or advance and shall not issue any note or other evidence of indebtedness in its name, except as expressly authorized by the Board. Any authorization of the Board may be general in nature or confined to specific instances and may include authorization to pledge assets of the Corporation as security for such loans or advances. Contracts The Board may authorize any Officer or agent of the Corporation to execute and deliver any contract or instrument in the name of and on behalf of the Corporation and such authority may be general or may be limited to specific circumstances. ARTICLE 6 NON-DISCRIMINATION POLICY ARTICLE COLLEGE OF TEACHERS Policy CWS admits students of any race, color, gender, religion, national and ethnic origin, to all rights, privileges, programs, and activities accorded or made available to students of the CWS. The Corporation does not discriminate on the basis of race, color, gender, religion, national and ethnic origin in hiring and employment of the faculty, staff and administrators, administration of its educational policies, hiring policies, scholarship and loan programs, and athletic and other School -administered programs. Duties and The College of Teachers (the "College of Teachers") shall have sole responsibility for (i) Description determining the curriculum of the School and (ii) hiring, evaluating or firing all teachers of the School. The College of Teachers shall consist of those members of the faculty or administration who have made a long-term commitment to CWS for the foreseeable future and have met such other criteria as the members of the College of Teachers shall determine from time to time. Charlottesville Waldorf School Supplement to SUP Application ARTICLE S ADOPTION AND AMENDMENT OF THE BYLAWS Adoption The foregoing Bylaws of the Charlottesville Waldorf School, Inc., are adopted as of this 13th day of May, 2008, by a majority vote of the entire Board. Amendment These Bylaws may be amended or repealed upon the affirmative vote, in person and not by proxy, of the Board of the Corporation at a meeting at which a quorum is present. The Bylaws shall be reviewed annually. \\COR\52332.3 Charlottesville Waldorf School Supplement to SUP Application Nage xx