Capitol Collegiate Academy



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AUXILLARY SERVICES
Dependent on facility lease requirements, Capitol Collegiate will outsource maintenance/ custodial duties, including major repairs, pest control, janitorial services, and landscaping to vendors qualified to perform such functions. The school will conduct annual reviews to ensure all auxiliary services are safe and developing appropriate policies to ensure the safety of students, staff, and guests.

HOLD HARMLESS/INDEMNIFICATION PROVISION
To the fullest extent permitted by law, Capitol Collegiate does hereby agree, at its own expense, to indemnify, defend and hold harmless the SCUSD and the Board of Education and their members, officers, directors, agents, representatives, employees and volunteers from and against any and all claims, damages, losses and expenses including but not limited to attorney’s fees, brought by any person or entity whatsoever, arising out of, or relating to this charter agreement.  The school further agrees to the fullest extent permitted by law, at its own expense, to indemnify, defend, and hold harmless the SCUSD and the Board of Education and their members, officers, directors, agents, representatives, employees and volunteers from and against any and all claims, damages, losses and expenses including but not limited to attorney’s fees, brought by any person or entity whatsoever for claims, damages, losses and expenses arising from or relating to acts or omission of acts committed by the charter school, and their officers, directors, employees or volunteers. Moreover, Capitol Collegiate agrees to indemnify and hold harmless the District for any contractual liability resulting from third party contracts with its vendors, contractors, partners or sponsors.


CONCLUSION

The California Charter Schools Act of 1992 was created to provide opportunities for teachers, parents, pupils, and community members to establish and maintain schools that operate independently from the existing school district structure, as a method to accomplish all of the following:


(a) Improve pupil learning.

(b) Increase learning opportunities for all pupils, with special emphasis on expanded learning experiences for pupils who are identified as academically low achieving.

(c) Encourage the use of different and innovative teaching methods.

(d) Create new professional opportunities for teachers, including the opportunity to be responsible for the learning program at the school site.

(e) Provide parents and pupils with expanded choices in the types of educational opportunities that are available within the public school system.

(f) Hold the schools established under this part accountable for meeting measurable pupil outcomes, and provide the schools with a method to change from rule-based to performance-based accountability systems.

(g) Provide vigorous competition within the public school system to stimulate continual improvements in all public schools.
By authorizing this charter, the Sacramento City Unified School District will be fulfilling the intent of the Charter Schools Act of 1992 and following the directive of law that encourages the creation of charter schools.
The founding team of Capitol Collegiate is honored by the opportunity to apply for a charter school that will serve families in Sacramento and is eager to work with the District to provide the best possible educational opportunities for all students.

APPENDIX A
Resume of Lead Petitioner

PENNY R. L. SCHWINN

2550 16th Street • Sacramento, CA 95818 • 916.217.1061 • pennyschwinn@gmail.com



WORK EXPERIENCE

Building Excellent Schools ǀ Boston, MA and Sacramento, CA 2009 – Present

Fellow

Participating in a nationally competitive fellowship committed to improving the academic achievement of students in our nation’s urban centers through a rigorous, comprehensive training program in urban charter school creation and leadership.



  • Explicit training in school design, school operations, governance, external relationships, school culture, decision-making, communication, critical thinking, and professional development

  • Visits to more than 25 of the highest performing charter schools in the country with the goal of identifying, internalizing, and adapting best practices for school development

  • Leadership Residency at North Star Academy, recognized as one of the highest performing urban charter schools in the nation


St. Hope Public Schools ǀ Sacramento, CA 2009

Consultant and Director of Student Achievement

Advised school on structural development projects and served on the Instructional Leadership Team.



  • Developed a comprehensive teacher support, development, observation, and evaluation system

  • Structured a system to increase the effectiveness of monitoring student performance through data-driven analysis

  • API increased 83 points during the 2008-09 school year - the biggest state jump for a school over 300 students


McMaster-Carr Supply Company ǀ Santa Fe Springs, CA 2007 - 2009

Operations Supervisor

Assessed potential improvements and implemented changes to the operational efficiency, accuracy, and productivity for a leading industrial distribution company with over 3,000 employees and annual sales of over $2 billion.



        • Project management focused on increasing efficiency in sales, marketing, customer information, and operations.

  • Created and implemented working procedures for customer requests, increasing division profits 30%.

  • Developed operational improvement plan to increase accuracy of sales department. Managed twenty people, resulting in 20% improvement. Presented plan and achieved Sales-wide adoption by senior management.

  • Developed performance assessment tools and training programs to improve employee performance.

  • Presented written and verbal presentations to bridge the strategies and operations of multiple departments.


Teach For America ǀ Los Angeles, CA 2006 - 2007

Program Director

Managed teacher development and designed support projects impacting over 9,000 students in low income communities.



  • Managed 53 teachers at 23 school sites and recruited and developed an incoming corps of over 225 teachers.

  • Created and implemented data-collection systems to dramatically increase efficiency in teacher evaluation and promote teacher independence in self-evaluation and reflection.

  • Ensured teachers meet ambitious academic goals for their students by facilitating independent cycles of learning, analyzing data, and accessing meaningful learning experiences via current educational theory. Led to over 85% of teachers reaching gains of 70% or higher in their student achievement scores.


Baltimore City Public School System: Teach for America ǀ Baltimore, MD 2004 - 2006

Department Head and Teacher

Co-chaired and taught in the social studies department of a 2,000 student high school. Participated in over eight programs to improve the achievement, success, and communication of the school and district.



  • Taught U.S. History, Economics, World History, and Journalism in a goal-oriented, achievement-based class of ninth through twelfth grade students. Over 80% of students demonstrated district proficiency in content.

  • Developed economics curriculum and presented pedagogy and content-learning sessions of that curriculum for the district. Worked on a three person team to coordinate district-wide professional development.

  • Directed winning and runner-up student groups in high school citywide business development project to promote socially responsible entrepreneurship.

  • Additional positions: Academic Restructuring Committee; Curriculum Assistant; Literacy Coordinator; Yearbook Coordinator; Junior & Senior Class Coordinator; “High Schools That Work” program; Sports Coach; A.P. proctor


Office of United States Senator Dianne Feinstein ǀ San Francisco, CA 2001 - 2002

Senior Intern

Managed incoming communications and created project designs and procedures for the senator. Represented the senator’s office with constituents and stakeholders.



  • Created and implemented a procedure for reviewing military academy nominations, reducing the review process by 25% while increasing the objectivity of the review.

  • Served as a liaison between the Honorable Senator and her constituents.


EDUCATION

University of Southern California, Rossier School of Education ǀ Los Angeles, CA

  • Doctorate in Education Administration (EDD)

  • Emphasis: Education Leadership; Expected Degree Date: 2011

Claremont Graduate University ǀ Claremont, CA

  • PhD in Education

  • Emphasis: Effective resource allocation in the education sector

Johns Hopkins University ǀ Baltimore, MD

  • Master of Arts in Teaching (MAT): June 2006

  • Teacher Accreditation

University of California, Berkeley ǀ Berkeley, CA

  • BA in History: May 2004

    • Senior Thesis: Honors standing

University of Westminster ǀ London, United Kingdom 

  • Visiting student in the semester abroad program: Spring 2003

  • Volunteer in Voter Action Group to encourage and increase the number of registered and active voters.


AWARDS

  • Walton Family Foundation Charter School Planning Grant Recipient 2009 - 2010

  • Dr. Verna B. Dauterive and Peter W. Dauterive Endowed Scholarship 2008 - 2009

  • Claremont Graduate University Academic Scholarship 2007 - 2008

  • Peter Kannam Award: Teach for America, Baltimore Spring, 2006

  • Sue Lehmann Award for Excellence in Teaching, nominee for Baltimore region Spring 2006

  • Gilder-Lerhman Fellow, Columbia University: New York, NY Summer 2005

  • Supreme Court Summer Institute: Washington, D.C. Summer 2005

  • Americorps Service Award 2005 and 2006

  • University of California, Berkeley History Department Research Grant 2003 - 2004

  • Distinguished Teaching Award: Break the Cycle Academic Mentoring Program Fall 2003


ACTIVITIES AND PROFESSIONAL ORGANIZATIONS

Volunteer Center of Sacramento: Board Member 2009

Fairy Tale Town: Board Member 2009

American Education Research Association 2009

Phi Delta Kappa: Education Honors Society 2009

Project Birthday: Committee Member 2009

American Education Finance Association 2009

Teach For America: Learning Team Leader, PLC Leader 2008

Alpha Phi International Fraternity 2000 - 2004

  • Director of Finance: managed a $1 million dollar budget, staff salaries, tax status, and line item budgets.

  • Director of Scholarship: managed the academic performance of members and established academic programs.



APPENDIX B
Resumes of the Board of Directors

Michael Agostini

2125 Big Sky Drive, Rocklin, CA 95765 (916) 284-2119

michaelagostini@hotmail.com

EXPERIENCE



Charter Schools Development Center

Sacramento, CA

Director of Operations, June 2002 – Feb 2006, Sept 2009 – Present

Member of Board of Directors, Secretary and Treasurer, October 2004 – February 2006

Promote the development of the charter school movement in California and assist charter school clients with the successful opening and operation of their schools.

 Supervise, evaluate, and plan the professional development of the staff

 Oversee projects, including the development and implementation of the organization’s school

leadership trainings and school support services

 Prepare project plans and budgets for grant proposals; write progress reports for existing private,

state, and federal grant funded projects; write grant applications for charter school clients

 Monitor the organization’s budget and oversee business manager in the maintenance of the books

and preparation of budget reports

 Serve as a contributing writer to Charter Currents, an online education journal that disseminates

the latest education policy changes and educational research to charter schools

 Work with charter school developers with the drafting of their charter petitions and the start-up of

their schools

 Provide consulting to charter school operators and charter authorizers



  • Perform site visits of charter schools to evaluate the effectiveness of their instructional programs and determine compliance with their charter and applicable laws




EDvance Consulting, Inc., d/b/a Sierra Music Academy

Rocklin, CA

President, March 2006 – Present

School Director, March 2006 – September 2009

 Planned and executed the opening of one of the finest music schools for youth and adults in

California, the Sierra Music Academy, growing the school to over 200 students

 Developed and implemented a successful marketing plan that quickly established the school’s

reputation for 1) exceptional teaching, 2) convenience, and 3) affordability

 Managed the school’s operations including: negotiating facilities and lease agreements, hiring and

managing of personnel, fiscal management and accounting, event planning, marketing, and public

relations

 Worked with teachers in the curriculum development of music classes and summer camp programs

 Developed partnerships and relationships with area public and private K-12 schools, youth

organizations, colleges, churches, retirement homes, and businesses to promote the school’s music

teaching and music performance

 Lead the on-going strategic planning of the organization



CharterVoice

Sacramento, CA

Treasurer of the Board of Directors, August 2003 – February 2006

Helped in the envisioning and founding of 501(c)(4) charter school advocacy and lobbying organization.

 Developed and oversaw a marketing and public relations plan to unite California’s charter schools and

increase support for the charter school movement

 Provided education lobbyists the latest charter school data and research in the areas of student testing

and school accountability

 Oversaw the accounting and fiscal management of the organization and reported quarterly fiscal status

to the rest of the Board of Directors

 Designed the organization’s database for the tracking of school members


Hezel Associates

Syracuse, NY

Project Manager, June 2001 – July 2002

Managed educational planning, research, and evaluation projects for K-12, higher education, and government clients. Provided consultation to clients in developing and improving distance education programs.

 Assisted clients with market analysis, needs assessment, and strategic planning activities

- Worked on the revisioning of Le Moyne College’s Center for Continuing Education

Designed survey instruments, conducted focus groups, and performed site visits as part of program

evaluations

 Presented research findings and recommendations to clients in written reports

 Prepared project activities, timelines, and budget estimates in response to Requests for Proposals

 Represented and marketed company at regional and national distance education conferences



Massachusetts Institute of Technology

Cambridge, MA

Graduate Assistant of Employer/Graduate Relations, Office of Career Services, August 2000 – May 2001

Presented resume writing and interviewing workshops and advised students one-on-one about career

choices and their post-graduate plans. Compiled data of recent graduates to recognize new trends in

employment. Informed companies about campus recruiting opportunities and procedures. Helped organize MIT’s first online job fair.




Main Event Ticket Agency

Boston, MA

Co-Founder, December 1998 – June 2001

Analyzed cultural trends, seasonal sales fluctuations, venue designs, and regional population characteristics to forecast sales. Hired, trained, and supervised a team of 15 independent contractors to assist with purchasing tickets for resale. Created a marketing strategy that generated steady sales growth.




Embassy Center for English Studies

Boston, MA

Instructor, September 1998 – July 2000

Taught English as a second language to college-age students and international professionals. Helped prepare students to pass the TOEFL (Test of English as a Foreign Language) for college admittance. Provided students guidance in selecting colleges to apply to and preparing their college applications. Helped answer questions about students’ F-1student visas including travel and compliance issues.

Assessed new teaching materials for on-going curriculum development.


Japan Exchange and Teaching Program

Aomori, Japan

Instructor, Aomori City Board of Education July 1996 – July 1998

Taught English as a second language to junior high school students in the city of Aomori. Taught students about American society and culture. Helped with the introduction of English language learning in the city’s elementary school system.


EDUCATION


Harvard University Graduate School of Education

Cambridge, MA

Master of Education in Administration, Planning, and Social Policy, June 2001


Yale University

New Haven, CT

Bachelor of Arts in History, May 1996
SKILLS
Computer: Microsoft Office, QuickBooks, Blackboard, Filemaker Pro Database, PageMaker, Dreamweaver
Languages: Intermediate Japanese and Spanish, Beginner Mandarin

ED MANANSALA

2420 El Pavo Way * Rancho Cordova, CA 95670 * (916) 454-1622

PROFESSIONAL EXPERIENCE


  • Superintendent: 2009 – Present

ST. HOPE PUBLIC SCHOOLS – PreK-12 PUBLIC CHARTER SCHOOL SYSTEM, SACRAMENTO, CA

Lead and manage St. HOPE Public Schools to fulfill the clear district vision: to create one of the finest urban PreK-12 public school systems in America. Current academic growth: PS7 K-8, 638 Academic Performance Index (2004) to 873 Academic Performance Index (2009). Sacramento Charter High School, 568 Academic Performance Index (2004) to 731 Academic Performance Index (2009).





  • Principal: 2004 – 2009

ST. HOPE PUBLIC SCHOOLS – SACRAMENTO CHARTER HIGH SCHOOL

Led the “turnaround” high school effort to transform a large, failing urban high school to an effective educational institution. Accomplishments include: Academic Performance Index increase of 163 points (568 to 731), California Similar Schools Ranking increase from 2 to 10, 4-year college acceptance rate increase from 25% to 75%. Created opportunities for public and private partnerships, parent involvement and empowerment, and student community service. Researched and implemented data-driven decision making practices. Implemented an accountability system and performance evaluations to ensure that school wide goals and objectives were met. Developed leadership and professional development opportunities for all staff and teachers.


  • Coordinator of Learning Support: 1998-2004

SACRAMENTO UNIFIED SCHOOL DISTRICT–BRET HARTE ELEMENTARY/CK McCLATCHY HS

Provided leadership and coordination for a grassroots community collaborative. Facilitated the strategic planning process, and managed the health, social and learning support services for a school-based Family Resource Center with 15 on-site service providers. Additional responsibilities include: community assessment, case management, parent mobilizing and leadership training, fund development, marketing, evaluation, and youth empowerment.




  • Clinical Social Worker: 1997-1998

UNIVERSITY OF CALIFORNIA DAVIS MEDICAL CENTER, HOME CARE SERVICES

Provided detailed case management to terminally ill patients and families; including biopsychosocial assessment, crisis intervention, counseling, suicide assessment, and community resource referral. Facilitated bereavement groups and multidisciplinary teams. Significant accomplishments included: presentation/training on Cultural Diversity to 40 hospice volunteers, recipient of UCDMC Excellent Service & Cultural Competence Award.




  • Associate Consultant: 1997 – 2004

BUTLER AND ASSOCIATES, HUMAN PERFORMANCE CONSULTANTS

Partnered with Senior Consultants in services involving; Strategic Planning, Team Building, Leadership Development, Conflict Management, and Evaluation. Served as Team Leader for “Managing Change/Strategic Planning” project for Foundation Health/Health Net. Selected to assist in facilitating Executive Retreat for Stockton Unified School District.


PROFESSIONAL AFFILIATIONS & ACHIEVEMENTS


  • California Early Assessment Program Advisory Committee, 2009-Present

  • New Leaders for New Schools Mentor Principal, 2007-Present

  • CSU Sacramento, Master of Social Work Pupil Personnel Services Credential Advisory Committee: 2000

  • Joint Legislative Committee – Master Plan of Education “School Readiness Workgroup”: 2001-2002

  • International Immersion Experience: Poland–1990; Guatemala–1992

  • Association of California School Administrators

  • Five Completed Marathons: 1997 California International; 2000, 2001, 2003 San Diego Rock-n-Roll; 2003 Honolulu

ED MANANSALA

Page 2
PRESENTATIONS

February 2001 “Home Visitation – School Linked Models” – 3rd Statewide Proposition 10 Conference County Commissions, School Readiness for All Children, San Diego, California.

October 2000 “Best Practices” – region III Conference, Learning Support for Success in School, Sacramento, CA

May 1999 “Parent Leadership” – Region III Conference, Reaching Out and Moving Forward, Sacramento, CA


EDUCATION & TRAINING


  • Clear Administrative Services Credential

  • Doctorate in Education Administration, Emphasis on Educational Leadership, University of California Davis, Expected Degree Date, June 2010

  • Licensed Clinical Social Worker, Licensed Number: 24964

  • Master of Social Work: School Social Work & Health Specialization, May 1998, CSU Sacramento

  • Masters Thesis: Asian Omission, Not without Meaning: An Asian American Curriculum for Social Work Policy, 1998.

  • Bachelor of Science Business Administration: Human Resource Management Concentration May 1992 California State University Sacramento.


REFERENCES

Available Upon Request








Katherine LaRue Sherlock

4708 Johnson Drive ∙ Fair Oaks CA 95628 ∙ 916.710.3248 ∙ kalsherlock@gmail.com


EDUCATION

Thomas Jefferson School of Law, San Diego, CA

Juris Doctor

Pro Bono Honors

National Dean’s List

Honors: LSAT Scholarship
Samford University, Birmingham, AL

Bachelor of Arts, with honors, in English Literature

Minor Emphasis: Art

Honors: Dean’s List, National Dean’s List

Invited to read thesis at the Sigma Tau Delta National Literary Conference
Daniel House, London, England

Semester Abroad Program

PROFESSIONAL EXPERIENCE

Court Appointed Special Advocates, Sacramento, CA

Case Manager/Training Coordinator, August 2008-Present

Coordinate, implement, create and teach three trainings a year for future advocates. Lead orientations on a monthly basis. Hold interviews for interested advocate applications as well as future continuing education presenters. Prepare unique and relevant training materials. Manage volunteers working in the dependency system. Attend court hearings for foster youth. Edit and approve court reports. Speak at community outreach events. Recruit future volunteers and donors.



American Health Care, Rocklin, CA

Contract Analyst

Contract employee hired to generate legal contracts, solicit pharmacies, negotiate pharmacy rates, augment and edit outside contracts and implement new contract terms. Charged with the responsibility to create and to secure over 500 pharmacy contracts, which was accomplished in just three months.


National Young Leaders Conference, Washington DC

Operations Team Member, 2004

Organized Capitol Hill Day, including meeting state representatives and overseeing the day’s events. Implemented various activities and events throughout the program. Led 800 students through museums and monuments in Washington. Oversaw events for nationally recognized speakers.



LEGAL EXPERIENCE

Alternative Dispute Resolution Team

Secretary, Executive Board Member

Participate in extensive research. Weekly practice negotiations and mediations in preparation for National Competitions. Coach for Regional Champion Team as well as Nationally Ranked Team. Met with Board Members on a monthly basis to determine the present as well as the future course of the team. Helped to create a regionally recognized team through Board outreach.


San Diego Superior Court, Chula Vista, CA

Mediator, 2005-2007

Conducted volunteer mediations in small claims court. Facilitated settlements. Wrote agreements. Actively participated in discussions with the commissioners concerning various cases or points of law.


Steigerwalt and Associates, San Diego, CA

Law Clerk

Drafted memos, motions, letters and briefs. Engaged in client relations. Helped prepare clients and documents for trial, including several felony trials. Actively participated in high profile criminal cases in San Diego Superior Court.



City Attorney, Domestic Violence Unit, San Diego, CA

Legal Assistant, Certified Law Student

Prepared affidavits, subpoena requests and trial preparations. Additionally wrote several trial briefs and motions. Sat second chair for several trials and argued motions in limine before the court. Conducted direct examination of witnesses at trial.



Office of the Alternate Public Defender, Vista, CA

Law Clerk

Strongly involved in trial preparation including writing motions, indexing discovery, and jury selections. Participated in client interviews and negotiations with opposing counsel. Met often with Judges to discuss the case and various elements involved therein.

v










APPENDIX C
Proposed Bylaws for the Board of Directors

BYLAWS

CAPITOL COLLEGIATE ACADEMY

ARTICLE I



Name, Location, Mission and Objectives
Section 1: The name of the organization will be Capitol Collegiate Academy (Capitol Collegiate ).
Section 2: The initial principal location of Capitol Collegiate is to be determined.
Capitol Collegiate may also have offices at such other places as the Board of Directors (Board) shall determine the business of Capitol Collegiate requires; provided, however, that the registered office be registered with the Secretary of State of California and the agent so registered be located at the same address, or otherwise as provided by the Board of Directors.
Section 3: The purpose for which Capitol Collegiate Academy (Capitol Collegiate ) is organized is preparing students in grades kindergarten through eight for educational success from elementary school through college through a demanding education based on high standards, structure, and accountability.
Section 4: If, for any reason, the organization should dissolve, upon dissolution of the organization assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.
ARTICLE II

Members
Capitol Collegiate Academy does not have members. While persons who associate with, attend programs of, participate in, contribute to, or benefit from Capitol Collegiate may be referred to as “members,” no rights, voting or otherwise, will inure to such persons. Any action that would otherwise require approval by a majority of all members or approval by the members requires only approval of the Board of Directors. All rights that would otherwise vest under the California Nonprofit Law in the members will vest in the Directors.

ARTICLE III



Board of Directors
Section 1: The Board of Directors (“the Board”) shall consist of at least five Directors and no more than fifteen Directors. All Directors shall have identical rights and responsibilities.
Section 2: The Board may appoint a Head of School to be responsible for carrying out the work of the School in accordance with the policies established from time to time by the Board of Directors.
Section 3: Board members shall be sought who reflect the qualities, qualifications and diversity determined by the Board delineated in the Job Description of the Board of Directors.
Section 4: The Capitol Collegiate nominating committee, known as the Governance Committee, shall present a slate of potential board members and officers for election by the Board of Directors. This slate shall be presented at the annual meeting of the Board.
Section 5: Directors shall serve a term of three (3) years from the date of their appointments, or until their successors are seated. A full three-year term shall be considered to have been served upon the passage of three (3) annual meetings. After election, the term of a Director may not be reduced, except for cause as specified in these bylaws. No Director shall serve more than two (2) consecutive, three-year terms. Directors shall serve staggered terms to balance continuity with new perspective.
Section 6: The initial Board of Directors will serve staggered terms. The initial Board shall consist of at least two Directors who will serve a two-year term (ending in Summer 2012) and at least three Directors who will serve a three-year term (ending in Summer 2013).
Section 7: Any vacancy occurring in the Board of Directors and any position to be filled by reason of an increase in the number of Directors may be filled, upon recommendation of a qualified candidate by the Governance Committee, by two-thirds (2/3) vote of the seated Directors. A Director elected to fill the vacancy shall be elected for the unexpired term of his/her predecessor in office.
Section 8: A Director may resign at any time by filing a written resignation with the Chair of the Board.
Section 9: The Board may remove any Officer or Director for cause by majority vote of the entire Board of Directors at any regular or special meeting of the Board, provided that a statement of the reason or reasons shall have been mailed by Registered Mail to the Officer or Director proposed for removal at least thirty (30) days before any final action is taken by the Board. This statement shall be accompanied by a notice of the time when, and the place where, the Board is to take action on the removal. The Officer or Director shall be given an opportunity to be heard and the matter considered by the Board at the time and place mentioned in the notice.
Section 10: Members of the Board of Directors:


  1. Shall receive no payment of honoraria, excepting reimbursement for expenses incurred in performance of voluntary Capitol Collegiate activities in accordance with Capitol Collegiate Academy policies.




  1. Shall serve Capitol Collegiate Academy with the highest degree of undivided duty, loyalty, and care and shall undertake no enterprise to profit personally from their position with Capitol Collegiate .




  1. Shall be bound by the Code of Conduct, Conflict of Interest and Confidentiality policy statements.




  1. Shall have no direct or indirect financial interest in the assets or leases of Capitol Collegiate Academy; any Director who individually or as part of a business or professional firm is involved in the business transactions or current professional services of Capitol Collegiate Academy shall disclose this relationship and shall not participate in any vote taken with respect to such transactions or services.

ARTICLE IV



Officers
Section 1: There shall be four (4) elective Officers of the Board: a Chair, a Vice Chair, a Secretary, and a Treasurer.
Section 2: The Governance Committee shall present a slate of Officers to the Board of Directors. The nominated Officers shall be drawn from among the members of the Board of Directors. The election of Officers shall be held at the annual meeting of the Board.
Section 3: The newly elected Officers shall take office on July 1 following the close of the meeting at which they are elected and the term of office shall be one year, or until respective successors assume office. A Director may serve more than one (1) term in the same office, but not more than three consecutive terms in the same office.
Section 4: In the event that the office of the Chair becomes vacant, the Vice Chair shall become Chair for the unexpired portion of the term. In the event that the office of Vice Chair, Secretary, or Treasurer becomes vacant, the Chair shall appoint interim Officers to fill such vacant offices until a scheduled meeting of the Board can be held.

ARTICLE V



Meetings
Section 1: The annual meeting of the Board of Directors shall occur in the last quarter of the fiscal year. There shall be at least 10 other regular meetings of the Board held each year. Notice shall be given to each Director thirty (30) days prior to the date of every regular meeting of the Board.
Section 2: Special meetings of the Board of Directors may be called by the Chair or by a majority of the Board filing a written request for such a meeting with the Chair and stating the object, date, and hour therefore, due notice having been given each Director five (5) calendar days prior to the meeting.
Section 3: One-half of the Directors then in office shall constitute a quorum for the transaction of business at any regular or special meeting of the Board of Directors, except where otherwise required by these Bylaws.
Section 4: The Board shall select its own meeting format in any method allowed by the laws of the State of California. Any such meeting, whether regular or special, complying with Sections 1 or 2 of Article V shall constitute a meeting of the Board of Directors and shall subscribe to the policies, procedures, and rules adopted by the Board.
Section 5: Notice of all regular and special meetings of the Board, an agenda of all items to be discussed at such meetings, and agenda support materials shall be circulated to all Directors prior to the meeting. Any Director may waive notice of any meeting. The attendance of a Director at any meeting also shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Section 6: An absentee Board member may not designate an alternate to represent him or her at a Board meeting. A member of the board may be deemed to be present for purposes of achieving a quorum and may cast a vote if he/she grants a signed, written proxy to another board member who is present at the meeting.  The proxy must direct a vote to be cast with respect to a particular proposal that is described with reasonable specificity in the proxy.  No other proxies are allowed.
Section 7: Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board individually or collectively consent in writing to that action. Written consents must be filed with the minutes of the proceedings of the Board of Directors. Action by written consent has the same force as the unanimous vote of the Directors.

 
ARTICLE VI



Committees and Task Forces
Section 1: A Board resolution shall appoint committees or task forces of the Board, except the Governance Committee. Committees may be composed of Directors or community members, or both. The Board may prescribe the need and/or the composition of such committees.
Section 2: There shall be a standing nominating committee, known as the Governance Committee. This committee shall be composed of at least three (3) persons recommended by the Chair and elected by the Board of Directors at its annual meeting. Each committee member shall serve a term of two (2) years, and these terms shall be staggered to ensure continuity of committee membership. The committee shall elect its own chair.
Section 3: The duties of the Governance Committee shall be to:
(a) study the qualifications of candidates and present a slate of the best qualified as nominees for vacant positions on the Board;
(b) present a slate of nominees for Officers to the Board for election at the annual meeting;
(c) recommend candidates to the Board to fill vacancies that arise outside the regular nominating process;
(d) provide ongoing orientation to Board members;
(e) oversee a Board assessment process to ensure optimum performance; and
(f) recommend the appointment of a past Chair to the Board, if necessary, in the interests of continuity.

ARTICLE VII



Fiscal Year
The fiscal year of Capitol Collegiate Academy shall begin on July 1 of each calendar year and terminate on June 30 of the following year.

ARTICLE VIII



Rules of Order
In case of conflict or challenge, the rules of order in the current edition of Robert’s Rules of Order shall govern the conduct of all meetings of Capitol Collegiate Academy.

ARTICLE IX



Indemnification
Capitol Collegiate Academy shall indemnify its Board of Directors, Officers, employees, and volunteers to the fullest extent permitted by the law of the State of California.

ARTICLE X



Amendments
These Bylaws may be amended at a regular meeting by a two-thirds vote of all Directors then in office; provided that notice of the proposed amendment, together with a copy thereof, is mailed to each Director at least fifteen (15) days prior to the meeting at which the amendment is to be considered.

APPENDIX D
Conflict of Interest Policy

Capitol Collegiate Board MAnual
Table of Contents


    1. Indemnification Policy




    1. Conflict of Interest Policy



Indemnification Policy

Each member of a board or committee elected or appointed according to these bylaws, each officer of Capitol Collegiate, and other employees determined by the Board of Directors to be so entitled shall be entitled as of right to indemnification by Capitol Collegiate against all expenses (including attorney’s fees), judgments, claims, and amounts paid in settlement arising from any claim or proceeding relating to his/her status as such board, or committee member, officer, or employee of Capitol Collegiate to the fullest extent now or hereafter permitted by the Articles of Incorporation of Capitol Collegiate, the laws of the state, and these bylaws.



Conflict of Interest Policy
Article I

Purpose

The purpose of the conflict of interest policy is to protect the tax-exempt organization Capitol Collegiate’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement, but not replace, any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations, including Government Code section 1090 and 1090.1.



Article II

Definitions

  1. Interested Person

Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

  1. Financial Interest

A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

    1. An ownership or investment interest in any entity with which Capitol Collegiate has a transaction or arrangement;

    2. A compensation arrangement with Capitol Collegiate or with any entity or individual with which Capitol Collegiate has a transaction or arrangement; or

    3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which Capitol Collegiate is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.



Article III

Procedures

  1. Duty to Disclose

In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

  1. Determining Whether a Conflict of Interest Exists

After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

  1. Procedures for Addressing the Conflict of Interest

  1. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

  2. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

  3. After exercising due diligence, the governing board or committee shall determine whether Capitol Collegiate can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

  4. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in Capitol Collegiate’s best interest, or its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

  1. Violations of the Conflicts of Interest Policy

  1. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

  2. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Article IV

Records of Proceedings

The minutes of the governing board and all committees with board delegated powers shall contain:



  1. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.

  2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Article V

Compensation

  1. A voting member of the governing board who receives compensation, directly or indirectly, from Capitol Collegiate for services is precluded from voting on matters pertaining to that member’s compensation.

  2. A voting member of a committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from Capitol Collegiate for services is precluded from voting on matters pertaining to that member’s compensation.

  3. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from Capitol Collegiate, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Article VI

Annual Statements

Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:



  1. Has received a copy of the conflicts of interest policy;

  2. Has read and understands the policy;

  3. Has agreed to comply with the policy; and

  4. Understands Capitol Collegiate is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Article VII

Periodic Reviews

To ensure Capitol Collegiate operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:



  1. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s-length bargaining; and

  2. Whether partnerships, joint ventures, and arrangements with management Capitol Collegiate conform to Capitol Collegiate’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

Article VIII

Use of Outside Experts

When conducting the periodic reviews as provided for in Article VII, Capitol Collegiate may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.


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